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 $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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TABLE OF CONTENTS
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Reportable Segments:
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FSS United States
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FSS International
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Uniform
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|||||||||
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FY 2018 Sales
(a)
:
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$
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10,137.8
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$
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3,655.8
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$
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1,996.0
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FY 2018 Operating Income
(a)
:
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$
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680.5
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$
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150.9
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$
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182.6
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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 $
187.9 million
related to corporate expenses.
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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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•
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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;
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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; and
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•
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limiting our ability to benefit from tax deductions for such payments under certain interest expense limitation rules included in the Tax Cuts and Jobs Act of 2017.
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•
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incur additional indebtedness, refinance or restructure indebtedness or issue certain preferred shares;
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•
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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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•
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make certain investments;
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•
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sell certain assets;
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•
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create liens;
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•
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
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•
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enter into certain transactions with our affiliates.
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•
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quarterly variations in our results of operations;
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•
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results of operations that vary from the expectations of securities analysts and investors;
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•
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results of operations that vary from those of our competitors;
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•
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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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•
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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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•
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announcements by third parties of significant claims or proceedings against us;
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•
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future sales of our common stock;
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•
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general domestic and international economic conditions; and
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•
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unexpected and sudden changes in senior management.
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•
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the ability of our board of directors to issue one or more series of preferred stock;
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•
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advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;
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•
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certain limitations on convening special stockholder meetings;
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•
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the removal of directors only upon the affirmative vote of the holders of at least 75% in voting power of all the then-outstanding common stock of the company entitled to vote thereon, voting together as a single class; and
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•
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that certain provisions may be amended only by the affirmative vote of the holders of at least 75% in voting power of all the then-outstanding common stock of the company entitled to vote thereon, voting together as a single class.
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Name
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Age
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Position
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With Aramark Since
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Eric J. Foss
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60
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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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48
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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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61
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Senior Vice President, Integration
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2013
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Lynn B. McKee
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63
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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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43
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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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60
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Executive Vice President, General Counsel and Secretary
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2012
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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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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September 28, 2018
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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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$215.1
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S&P 500
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$100.0
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$112.7
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$114.0
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$121.3
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$141.9
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$164.1
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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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$181.2
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(dollars in millions, except per share amounts)
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Fiscal Year Ended on or near
September 30
(1)
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2018
(2)
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2017
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2016
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2015
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2014
|
||||||||||
Income Statement Data:
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Sales
|
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$
|
15,789.6
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|
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$
|
14,604.4
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|
|
$
|
14,415.8
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|
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$
|
14,329.1
|
|
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$
|
14,832.9
|
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Depreciation and amortization
|
|
596.2
|
|
|
508.2
|
|
|
495.8
|
|
|
504.0
|
|
|
521.6
|
|
|||||
Operating income
|
|
826.1
|
|
|
808.1
|
|
|
746.3
|
|
|
627.9
|
|
|
564.6
|
|
|||||
Interest and other financing costs, net
|
|
354.3
|
|
|
287.4
|
|
|
315.4
|
|
|
285.9
|
|
|
334.9
|
|
|||||
Net income
(3)
|
|
568.4
|
|
|
374.2
|
|
|
288.2
|
|
|
237.0
|
|
|
149.5
|
|
|||||
Net income attributable to Aramark stockholders
(3)
|
|
567.9
|
|
|
373.9
|
|
|
287.8
|
|
|
235.9
|
|
|
149.0
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|
|||||
Basic earnings per share attributable to Aramark stockholders
(3)
|
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$2.31
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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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Diluted earnings per share attributable to Aramark stockholders
(3)
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$2.24
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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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Cash dividends declared per common share
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$0.43
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$0.41
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|
|
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$0.39
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|
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$0.35
|
|
|
|
$0.23
|
|
Balance Sheet Data (at period end):
|
|
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|
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|
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|
||||||||||
Total assets
|
|
$
|
13,720.1
|
|
|
$
|
11,006.2
|
|
|
$
|
10,582.1
|
|
|
$
|
10,196.4
|
|
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$
|
10,455.7
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|
Long-term borrowings
|
|
7,213.1
|
|
|
5,190.3
|
|
|
5,223.5
|
|
|
5,184.6
|
|
|
5,355.8
|
|
|||||
Stockholders' Equity
|
|
3,029.6
|
|
|
2,459.1
|
|
|
2,161.0
|
|
|
1,883.4
|
|
|
1,718.0
|
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(1)
|
Our fiscal year ends on the Friday nearest to September 30th. Fiscal years
2018
,
2017
,
2016
,
2015
and
2014
refer to the fiscal years ended
September 28, 2018
,
September 29, 2017
,
September 30, 2016
,
October 2, 2015
and
October 3, 2014
, respectively. Fiscal 2014 was a fifty-three week year. All other periods presented were fifty-two week years.
|
(2)
|
Includes impact of the acquisitions of Avendra and AmeriPride. To finance these acquisitions, we entered into a U.S. dollar denominated term loan due 2025 and 5.000% Senior Notes due 2028.
|
(3)
|
In fiscal 2018, the federal statutory income tax rate decreased from 35.0% to 21.0% through the passage of the "Tax Cuts and Jobs Act." This resulted in a tax benefit of approximately $237.8 million recorded to the provision (benefit) for income taxes on the Consolidated Statements of Income.
|
•
|
Food and Support Services United States ("FSS United States") - 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.
|
•
|
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
18
countries outside the United States. Our largest international operations are in Canada, 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.
|
•
|
Uniform and Career Apparel ("Uniform") - Provides a full service employee uniform solution, including design, sourcing and manufacturing, delivery, cleaning and maintenance on a contract basis. We directly market personalized uniforms and accessories, provide managed restroom services and rent uniforms, work clothing, outerwear, particulate-free garments and non-garment items and related services, including mats, shop towels and first aid supplies, to clients in a wide range of industries in the United States, Puerto Rico, Canada and through a joint venture in Japan, including the manufacturing, transportation, construction, restaurants and hotels, healthcare and pharmaceutical industries.
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|
$
|
|
%
|
|||||||
|
|
|
|||||||||||||
Sales
|
|
$
|
15,789.6
|
|
|
$
|
14,604.4
|
|
|
$
|
1,185.2
|
|
|
8
|
%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
|
13,990.2
|
|
|
12,989.0
|
|
|
1,001.2
|
|
|
8
|
%
|
|||
Other operating expenses
|
|
973.3
|
|
|
807.3
|
|
|
166.0
|
|
|
21
|
%
|
|||
|
|
14,963.5
|
|
|
13,796.3
|
|
|
1,167.2
|
|
|
8
|
%
|
|||
Operating income
|
|
826.1
|
|
|
808.1
|
|
|
18.0
|
|
|
2
|
%
|
|||
Interest and Other Financing Costs, net
|
|
354.3
|
|
|
287.4
|
|
|
66.9
|
|
|
23
|
%
|
|||
Income Before Income Taxes
|
|
471.8
|
|
|
520.7
|
|
|
(48.9
|
)
|
|
(9
|
)%
|
|||
(Benefit) Provision for Income Taxes
|
|
(96.6
|
)
|
|
146.5
|
|
|
(243.1
|
)
|
|
(166
|
)%
|
|||
Net income
|
|
$
|
568.4
|
|
|
$
|
374.2
|
|
|
$
|
194.2
|
|
|
52
|
%
|
|
|
Fiscal Year Ended
|
|
|
|
|
||||||||||
Sales by Segment
(1)
|
|
September 28, 2018
|
|
September 29, 2017
|
|
$
|
|
%
|
||||||||
|
|
|||||||||||||||
FSS United States
|
|
$
|
10,137.8
|
|
|
$
|
9,748.0
|
|
|
$
|
389.8
|
|
|
4
|
%
|
|
FSS International
|
|
3,655.8
|
|
|
3,291.7
|
|
|
364.1
|
|
|
11
|
%
|
||||
Uniform
|
|
1,996.0
|
|
|
1,564.7
|
|
|
431.3
|
|
|
28
|
%
|
||||
|
|
$
|
15,789.6
|
|
|
$
|
14,604.4
|
|
|
$
|
1,185.2
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Fiscal Year Ended
|
|
|
||||||||||||
Operating Income by Segment
|
|
September 28, 2018
|
|
September 29, 2017
|
|
$
|
|
%
|
||||||||
FSS United States
|
|
$
|
680.5
|
|
|
$
|
596.8
|
|
|
$
|
83.7
|
|
|
14
|
%
|
|
FSS International
|
|
150.9
|
|
|
162.1
|
|
|
(11.2
|
)
|
|
(7
|
%)
|
||||
Uniform
|
|
182.6
|
|
|
182.3
|
|
|
0.3
|
|
|
—
|
%
|
||||
Corporate
|
|
(187.9
|
)
|
|
(133.1
|
)
|
|
(54.8
|
)
|
|
41
|
%
|
||||
|
|
$
|
826.1
|
|
|
$
|
808.1
|
|
|
$
|
18.0
|
|
|
2
|
%
|
•
|
growth in all of our segments, excluding acquisitions;
|
•
|
growth due to the Avendra and AmeriPride acquisitions (approximately 4%); and
|
•
|
the positive impact of foreign currency translation (approximately 1%).
|
|
Fiscal Year Ended
|
||||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||||||||
Cost of services provided
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
||||||
FSS United States
|
$
|
8,959.4
|
|
|
88
|
%
|
|
$
|
8,692.5
|
|
|
89
|
%
|
FSS International
|
3,420.1
|
|
|
94
|
%
|
|
3,053.7
|
|
|
93
|
%
|
||
Uniform
|
1,611.0
|
|
|
81
|
%
|
|
1,242.8
|
|
|
79
|
%
|
||
|
$
|
13,990.5
|
|
|
89
|
%
|
|
$
|
12,989.0
|
|
|
89
|
%
|
|
|
Fiscal Year Ended
|
||||
Cost of services provided components
|
|
September 28, 2018
|
|
September 29, 2017
|
||
Food and support service costs
|
|
26
|
%
|
|
26
|
%
|
Personnel costs
|
|
47
|
%
|
|
47
|
%
|
Other direct costs
|
|
27
|
%
|
|
27
|
%
|
|
|
100
|
%
|
|
100
|
%
|
•
|
$75.8 million increase primarily driven by our FSS United States business segment, which was primarily from a reduction in personnel costs, including employee incentive expenses, and profit from the Avendra acquisition; offset by a decline in operating income in our FSS International business segment, the results of the AmeriPride acquisition (mainly due to the impact of merger and integration costs) and increased corporate expenses;
|
•
|
($22.4) million increase in share-based compensation expense primarily related to the increase in the performance stock unit ("PSU") attainment percentage and a reduction in the forfeiture rate; and
|
•
|
($35.4) million increase in severance and consulting costs related to streamlining initiatives.
|
|
|
Fiscal Year Ended
|
|||||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|||||
Business & Industry
|
|
$
|
1,550.6
|
|
|
$
|
1,536.2
|
|
|
Education
|
|
3,239.6
|
|
|
3,158.9
|
|
|||
Healthcare
|
|
1,292.1
|
|
|
1,270.1
|
|
|||
Sports, Leisure & Corrections
|
|
2,445.1
|
|
|
2,354.6
|
|
|||
Facilities & Other
|
|
1,610.4
|
|
|
1,428.2
|
|
|||
|
|
$
|
10,137.8
|
|
|
$
|
9,748.0
|
|
•
|
an increase in Business & Industry sector sales resulting from base business growth (approximately
1%
);
|
•
|
an increase in Education sector sales resulting from net new business and base business growth (approximately
3%
);
|
•
|
an increase in Healthcare sector sales resulting from base business growth (approximately
2%
);
|
•
|
an increase in Sports, Leisure & Corrections sector sales resulting from net new business and base business growth (approximately
4%
); and
|
•
|
an increase in Facilities & Other sector sales resulting from net new business, an acquisition and base business growth (approximately
13%
).
|
•
|
$92.1 million of profit growth within our businesses, due primarily from a reduction in personnel costs, including employee incentive expenses, and profit from the Avendra acquisition;
|
•
|
$7.5 million increase from proceeds received related to our casualty insurance program from prior years' loss experience that were favorable;
|
•
|
($7.7) million of duplicate rent charges to build out and ready our new headquarters while occupying our existing headquarters; and
|
•
|
($8.3) million increase in severance charges related to streamlining initiatives.
|
•
|
sales growth across all regions, including growth due to the consolidation of a joint venture (approximately 2%); and
|
•
|
the positive impact of foreign currency translation (approximately 5%).
|
•
|
($8.7) million increase in severance costs related to streamlining initiatives;
|
•
|
($7.5) million of charges related to a joint venture partner liquidation and related acquisition;
|
•
|
$2.0 million from the positive impact of foreign currency translation ($5.8 million), net of a $3.8 million charge as a result of hyperinflation in Argentina; and
|
•
|
$3.0 million of profit growth related to productivity initiatives and lower employee incentive expenses, offset by a decline in profit in Northern Europe.
|
•
|
$6.1 million related to a prior year asset write-down from the adverse impact of natural disasters, primarily on our operations in Puerto Rico;
|
•
|
($0.8) million of profit decline from the AmeriPride acquisition, mainly due to the impact of merger and integration costs and depreciation and amortization expense on its results, offset by an increase in profit within our legacy uniform rental business; and
|
•
|
($5.0) million of an increase to the environmental reserve related to a reassessment of the monitoring period of respective sites.
|
•
|
($26.0) million of acquisition related costs, mainly banker fees, from the Avendra and AmeriPride acquisitions;
|
•
|
($22.7) million increase in share-based compensation expense, primarily related to the increase in the PSU attainment percentage;
|
•
|
($17.9) million increase in severance and consulting costs for streamlining initiatives; and
|
•
|
$11.8 million reduction in personnel costs, including employee incentive expenses.
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|
$
|
|
%
|
|||||||
|
|
|
|||||||||||||
Sales
|
|
$
|
14,604.4
|
|
|
$
|
14,415.8
|
|
|
$
|
188.6
|
|
|
1
|
%
|
Cost and Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Cost of service 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 United States
|
|
$
|
9,748.0
|
|
|
$
|
9,582.6
|
|
|
$
|
165.4
|
|
|
2
|
%
|
|
FSS International
|
|
3,291.7
|
|
|
3,269.5
|
|
|
22.2
|
|
|
1
|
%
|
||||
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 United States
|
|
$
|
596.8
|
|
|
$
|
490.2
|
|
|
$
|
106.6
|
|
|
22
|
%
|
|
FSS International
|
|
162.1
|
|
|
185.3
|
|
|
(23.2
|
)
|
|
(13
|
)%
|
||||
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 United States 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 -1%.
|
|
Fiscal Year Ended
|
||||||||||||
|
September 29, 2017
|
|
September 30, 2016
|
||||||||||
Cost of services provided
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
||||||
FSS United States
|
$
|
8,692.5
|
|
|
89
|
%
|
|
$
|
8,652.1
|
|
|
90
|
%
|
FSS International
|
3,053.7
|
|
|
93
|
%
|
|
3,007.5
|
|
|
92
|
%
|
||
Uniform
|
1,242.8
|
|
|
79
|
%
|
|
1,230.8
|
|
|
79
|
%
|
||
|
$
|
12,989.0
|
|
|
89
|
%
|
|
$
|
12,890.4
|
|
|
89
|
%
|
|
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 United States 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).
|
|
|
Fiscal Year Ended
|
|||||||
|
|
September 29, 2017
|
|
September 30, 2016
|
|||||
Business & Industry
|
|
$
|
1,536.2
|
|
|
$
|
1,522.0
|
|
|
Education
|
|
3,158.9
|
|
|
3,291.4
|
|
|||
Healthcare
|
|
1,270.1
|
|
|
1,350.1
|
|
|||
Sports, Leisure & Corrections
|
|
2,354.6
|
|
|
2,191.1
|
|
|||
Facilities & Other
|
|
1,428.2
|
|
|
1,228.0
|
|
|||
|
|
$
|
9,748.0
|
|
|
$
|
9,582.6
|
|
•
|
an increase in Business & Industry sector sales resulting from net new business and base business growth (approximately 1%);
|
•
|
an increase in Sports, Leisure & Corrections sector sales resulting from net new business and base business growth (approximately 7%);
|
•
|
an increase in Facilities & Other sector sales resulting from net new business (approximately 16%);
|
•
|
lower Education sector sales resulting from net lost business (approximately 4%); and
|
•
|
lower Healthcare sector sales resulting from net lost business (approximately 6%).
|
•
|
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 $5.2 million);
|
•
|
prior year multiemployer pension plan charges (approximately $2.3 million);
|
•
|
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., Canada and South America; and
|
•
|
the negative impact of foreign currency translation (approximately -2%).
|
•
|
a profit decline in the U.K.; and
|
•
|
the negative impact of foreign currency translation (approximately -1%): which was partially offset by
|
•
|
profit growth in Germany, China and South America.
|
•
|
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 the 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 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Net cash provided by operating activities
|
$
|
1,047.4
|
|
|
$
|
1,053.4
|
|
|
$
|
867.3
|
|
Net cash used in investing activities
|
(2,865.3
|
)
|
|
(678.5
|
)
|
|
(679.7
|
)
|
|||
Net cash provided by (used in) financing activities
|
1,794.2
|
|
|
(288.7
|
)
|
|
(157.4
|
)
|
•
|
Accrued expenses were a greater use of cash primarily due to the timing of one-time payments for certain liabilities assumed related to the Avendra and AmeriPride acquisitions and lower accrued payroll and related expenses offset by lower tax payments;
|
•
|
Prepayments were less of a source of cash due to the timing of prepayments made related to interest, insurance premiums and taxes;
|
•
|
Accounts payable were less of a source of cash due to the timing of disbursements; and
|
•
|
Accounts receivable were less of a use of cash due to the timing of collections.
|
•
|
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 a new $1.785 billion U.S. Term Loan B due 2025;
|
•
|
issuance of $1.150 billion aggregate principal amount of 5.000% senior unsecured notes due 2028;
|
•
|
repayment of the U.S. dollar denominated term loan to Aramark Services, Inc. ("ASI") due 2022 ($633.8 million of principal);
|
•
|
repayment of borrowings on term loans ($302.6 million, which includes $260.4 million of optional prepayments);
|
•
|
decline in funding under the Receivables Facility ($254.2 million); and
|
•
|
payment of fees primarily related to the U.S. Term Loan B due 2025 and the 5.000% senior unsecured notes due 2028 (approximately $24.7 million).
|
•
|
issuance of $600.0 million of 5.000% senior unsecured notes due April 2025;
|
•
|
issuance of €325.0 million of 3.125% senior unsecured notes due April 2025;
|
•
|
issuance of $2.0 billion of new U.S. term loans, a CAD250.1 million term loan denominated in Canadian dollars and a ¥11,051.5 million term loan denominated in yen and a €170.0 million term loan denominated in euros;
|
•
|
repayment of all existing term loan facilities under the Company's then existing senior secured credit facilities;
|
•
|
repayment of $228.8 million of the 5.750% senior unsecured notes due 2020;
|
•
|
payment of fees and expenses related to the refinancings (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 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Net income attributable to ASI stockholder
|
|
$
|
567.9
|
|
|
$
|
373.9
|
|
|
$
|
287.8
|
|
Interest and other financing costs, net
|
|
354.3
|
|
|
287.4
|
|
|
315.4
|
|
|||
(Benefit) Provision for income taxes
|
|
(96.6
|
)
|
|
146.5
|
|
|
142.7
|
|
|||
Depreciation and amortization
|
|
596.2
|
|
|
508.2
|
|
|
495.8
|
|
|||
Share-based compensation expense
(1)
|
|
88.3
|
|
|
65.2
|
|
|
56.9
|
|
|||
Pro forma EBITDA for equity method investees
(2)
|
|
15.2
|
|
|
14.2
|
|
|
14.3
|
|
|||
Pro forma EBITDA for certain transactions
(3)
|
|
58.6
|
|
|
—
|
|
|
4.1
|
|
|||
Other
(4)
|
|
143.9
|
|
|
36.8
|
|
|
35.4
|
|
|||
Covenant Adjusted EBITDA
|
|
$
|
1,727.8
|
|
|
$
|
1,432.2
|
|
|
$
|
1,352.4
|
|
(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)
|
Represents our estimated share of EBITDA, primarily from our AIM Services Co., Ltd. equity method investment, not already reflected in our Net income attributable to ASI stockholder. EBITDA for this equity method investee is calculated in a manner consistent with consolidated Covenant Adjusted EBITDA but does not represent cash distributions received from this investee.
|
(3)
|
Represents the annualizing of net EBITDA from acquisitions made during the period.
|
(4)
|
Other includes organizational streamlining initiatives ($36.6 million for fiscal 2018, $19.4 million for fiscal 2017 and $24.9 million for fiscal 2016), the impact of the change in fair value related to certain gasoline and diesel agreements ($0.2 million gain for fiscal 2018, $0.4 million loss for fiscal 2017 and $8.3 million gain for fiscal 2016), expenses related to merger and integration related charges ($78.1 million for fiscal 2018, $2.6 million for fiscal 2017 and $3.9 million for fiscal 2016), estimated impact of natural disasters, net of insurance proceeds ($17.0 million, of which $6.1 million relates to asset write-downs, for fiscal 2017), property and other asset write-downs related to a joint venture liquidation and acquisition ($7.5 million for fiscal 2018), duplicate rent charges to build out and ready our new headquarters while occupying our existing headquarters ($7.7 million for fiscal 2018), certain environmental charges ($5.0 million for fiscal 2018), the impact of hyperinflation in Argentina ($3.8 million for fiscal 2018), pension plan charges ($0.9 million for fiscal 2018), property and other asset write-downs associated with the sale of a building ($6.8 million for fiscal 2016), other asset write-offs ($5.0 million for fiscal 2016) and other miscellaneous expenses.
|
|
Covenant
Requirements |
|
Actual
Ratios |
Consolidated Secured Debt Ratio
(1)
|
5.125x
|
|
2.05x
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio)
(2)
|
2.000x
|
|
4.80x
|
(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
2.000x
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 28, 2018
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term borrowings
(1)
|
|
$
|
7,146,755
|
|
|
$
|
2,290
|
|
|
$
|
70,093
|
|
|
$
|
548,033
|
|
|
$
|
6,526,339
|
|
Capital lease obligations
|
|
143,388
|
|
|
28,617
|
|
|
51,598
|
|
|
27,335
|
|
|
35,838
|
|
|||||
Estimated interest payments
(2)
|
|
2,110,600
|
|
|
304,600
|
|
|
625,500
|
|
|
648,800
|
|
|
531,700
|
|
|||||
Operating leases and other noncancelable commitments
|
|
898,370
|
|
|
213,439
|
|
|
190,257
|
|
|
136,372
|
|
|
358,302
|
|
|||||
Purchase obligations
(3)
|
|
675,379
|
|
|
325,924
|
|
|
226,636
|
|
|
36,656
|
|
|
86,163
|
|
|||||
Other liabilities
(4)
|
|
249,600
|
|
|
34,700
|
|
|
22,400
|
|
|
13,300
|
|
|
179,200
|
|
|||||
|
|
$
|
11,224,092
|
|
|
$
|
909,570
|
|
|
$
|
1,186,484
|
|
|
$
|
1,410,496
|
|
|
$
|
7,717,542
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Amount of Commitment Expiration by Period
|
||||||||||||||||||
Other Commercial Commitments as of September 28, 2018
|
|
Total
Amounts
Committed
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Letters of credit
|
|
$
|
60,166
|
|
|
$
|
60,166
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Guarantees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
$
|
60,166
|
|
|
$
|
60,166
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Excludes the
$58.5 million
reduction to long-term borrowings from debt issuance costs and the increase of
$12.4 million
from the premium on the 5.125% Senior Notes due 2024.
|
(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 and reflect any current hedging arrangements. Payments related to variable debt are based on applicable rates at
September 28, 2018
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
2019
through
2024
is $7,065.2 million, $7,059.5 million, $7,024.9 million, $6,807.9 million, $6,572.4 million and $5,226.0 million, respectively. The weighted average interest rate of our existing debt obligations for each fiscal year from
2019
through
2024
is 4.31%, 4.50%, 4.38%, 4.91%, 4.79% and 4.73%, 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.
|
(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)
|
As of
September 28, 2018
, there were no borrowings outstanding under the Receivables Facility due 2021.
|
|
|
|
|
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/ CALVIN DARDEN
|
|
Director
|
Calvin Darden
|
|
|
|
|
|
/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 28, 2018
|
|
September 29, 2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
215,025
|
|
|
$
|
238,797
|
|
Receivables (less allowances: 2018 - $52,682; 2017 - $53,416)
|
1,790,433
|
|
|
1,615,993
|
|
||
Inventories
|
724,802
|
|
|
610,732
|
|
||
Prepayments and other current assets
|
171,165
|
|
|
187,617
|
|
||
Total current assets
|
2,901,425
|
|
|
2,653,139
|
|
||
Property and Equipment, at cost:
|
|
|
|
||||
Land, buildings and improvements
|
901,874
|
|
|
673,616
|
|
||
Service equipment and fixtures
|
2,296,331
|
|
|
2,003,177
|
|
||
|
3,198,205
|
|
|
2,676,793
|
|
||
Less - Accumulated depreciation
|
(1,820,111
|
)
|
|
(1,634,762
|
)
|
||
|
1,378,094
|
|
|
1,042,031
|
|
||
Goodwill
|
5,610,568
|
|
|
4,715,511
|
|
||
Other Intangible Assets
|
2,136,844
|
|
|
1,120,824
|
|
||
Other Assets
|
1,693,171
|
|
|
1,474,724
|
|
||
|
$
|
13,720,102
|
|
|
$
|
11,006,229
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
30,907
|
|
|
$
|
78,157
|
|
Accounts payable
|
1,018,920
|
|
|
955,925
|
|
||
Accrued payroll and related expenses
|
422,299
|
|
|
487,573
|
|
||
Accrued expenses and other current liabilities
|
1,018,033
|
|
|
846,440
|
|
||
Total current liabilities
|
2,490,159
|
|
|
2,368,095
|
|
||
Long-Term Borrowings
|
7,213,077
|
|
|
5,190,331
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
977,215
|
|
|
978,944
|
|
||
Redeemable Noncontrolling Interest
|
10,093
|
|
|
9,798
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2018—279,314,297 shares and 2017—277,111,042;
and outstanding: 2018—246,744,438 shares and 2017—245,593,961 shares)
|
2,793
|
|
|
2,771
|
|
||
Capital surplus
|
3,132,421
|
|
|
3,014,546
|
|
||
Retained earnings
|
710,519
|
|
|
247,050
|
|
||
Accumulated other comprehensive loss
|
(91,223
|
)
|
|
(123,760
|
)
|
||
Treasury stock (shares held in treasury: 2018—32,569,859 shares and 2017—31,517,081 shares)
|
(724,952
|
)
|
|
(681,546
|
)
|
||
Total stockholders' equity
|
3,029,558
|
|
|
2,459,061
|
|
||
|
$
|
13,720,102
|
|
|
$
|
11,006,229
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Sales
|
$
|
15,789,633
|
|
|
$
|
14,604,412
|
|
|
$
|
14,415,829
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of services provided
|
13,990,185
|
|
|
12,988,973
|
|
|
12,890,408
|
|
|||
Depreciation and amortization
|
596,182
|
|
|
508,212
|
|
|
495,765
|
|
|||
Selling and general corporate expenses
|
377,129
|
|
|
299,170
|
|
|
283,342
|
|
|||
|
14,963,496
|
|
|
13,796,355
|
|
|
13,669,515
|
|
|||
Operating income
|
826,137
|
|
|
808,057
|
|
|
746,314
|
|
|||
Interest and Other Financing Costs, net
|
354,261
|
|
|
287,415
|
|
|
315,383
|
|
|||
Income Before Income Taxes
|
471,876
|
|
|
520,642
|
|
|
430,931
|
|
|||
(Benefit) Provision for Income Taxes
|
(96,564
|
)
|
|
146,455
|
|
|
142,699
|
|
|||
Net income
|
568,440
|
|
|
374,187
|
|
|
288,232
|
|
|||
Less: Net income attributable to noncontrolling interest
|
555
|
|
|
264
|
|
|
426
|
|
|||
Net income attributable to Aramark stockholders
|
$
|
567,885
|
|
|
$
|
373,923
|
|
|
$
|
287,806
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.31
|
|
|
$
|
1.53
|
|
|
$
|
1.19
|
|
Diluted
|
$
|
2.24
|
|
|
$
|
1.49
|
|
|
$
|
1.16
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
245,771
|
|
|
244,453
|
|
|
242,286
|
|
|||
Diluted
|
253,352
|
|
|
251,557
|
|
|
248,763
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Net income
|
$
|
568,440
|
|
|
$
|
374,187
|
|
|
$
|
288,232
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Pension plan adjustments
|
20,647
|
|
|
19,992
|
|
|
(24,670
|
)
|
|||
Foreign currency translation adjustments
|
(31,253
|
)
|
|
5,903
|
|
|
3,080
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
39,311
|
|
|
19,449
|
|
|
(8,426
|
)
|
|||
Reclassification adjustments
|
3,675
|
|
|
10,130
|
|
|
21,184
|
|
|||
Share of equity investee's comprehensive income (loss)
|
157
|
|
|
1,549
|
|
|
(5,383
|
)
|
|||
Other comprehensive income (loss), net of tax
|
32,537
|
|
|
57,023
|
|
|
(14,215
|
)
|
|||
Comprehensive income
|
600,977
|
|
|
431,210
|
|
|
274,017
|
|
|||
Less: Net income attributable to noncontrolling interest
|
555
|
|
|
264
|
|
|
426
|
|
|||
Comprehensive income attributable to Aramark stockholders
|
$
|
600,422
|
|
|
$
|
430,946
|
|
|
$
|
273,591
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
568,440
|
|
|
$
|
374,187
|
|
|
$
|
288,232
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
596,182
|
|
|
508,212
|
|
|
495,765
|
|
|||
Deferred income taxes
|
(104,289
|
)
|
|
(37,856
|
)
|
|
52,416
|
|
|||
Share-based compensation expense
|
88,276
|
|
|
65,155
|
|
|
56,942
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts Receivable
|
(45,891
|
)
|
|
(111,423
|
)
|
|
(32,859
|
)
|
|||
Inventories
|
(40,187
|
)
|
|
(21,147
|
)
|
|
(9,625
|
)
|
|||
Prepayments and Other Current Assets
|
42,450
|
|
|
95,536
|
|
|
(64,663
|
)
|
|||
Accounts Payable
|
26,658
|
|
|
93,965
|
|
|
4,486
|
|
|||
Accrued Expenses
|
(111,386
|
)
|
|
26,804
|
|
|
67,600
|
|
|||
Changes in other noncurrent liabilities
|
1,576
|
|
|
31,959
|
|
|
(33,711
|
)
|
|||
Changes in other assets
|
(2,225
|
)
|
|
(9,342
|
)
|
|
(10,189
|
)
|
|||
Other operating activities
|
27,747
|
|
|
37,337
|
|
|
52,920
|
|
|||
Net cash provided by operating activities
|
1,047,351
|
|
|
1,053,387
|
|
|
867,314
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment, client contract investments and other
|
(628,604
|
)
|
|
(552,729
|
)
|
|
(512,532
|
)
|
|||
Disposals of property and equipment
|
10,491
|
|
|
18,906
|
|
|
26,824
|
|
|||
Acquisition of certain businesses, net of cash acquired
|
|
|
|
|
|
||||||
Working capital other than cash acquired
|
37,985
|
|
|
8,114
|
|
|
10,226
|
|
|||
Property and equipment
|
(283,447
|
)
|
|
(2,273
|
)
|
|
(32,989
|
)
|
|||
Additions to goodwill, other intangible assets and other assets, net
|
(1,994,822
|
)
|
|
(147,963
|
)
|
|
(176,614
|
)
|
|||
Other investing activities
|
(6,879
|
)
|
|
(2,539
|
)
|
|
5,340
|
|
|||
Net cash used in investing activities
|
(2,865,276
|
)
|
|
(678,484
|
)
|
|
(679,745
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
3,177,313
|
|
|
3,851,417
|
|
|
1,399,988
|
|
|||
Payments of long-term borrowings
|
(973,689
|
)
|
|
(3,911,992
|
)
|
|
(1,363,534
|
)
|
|||
Net change in funding under the Receivables Facility
|
(254,200
|
)
|
|
(13,800
|
)
|
|
(82,000
|
)
|
|||
Payments of dividends
|
(103,115
|
)
|
|
(100,813
|
)
|
|
(92,074
|
)
|
|||
Proceeds from issuance of common stock
|
21,507
|
|
|
28,779
|
|
|
35,705
|
|
|||
Repurchase of common stock
|
(24,410
|
)
|
|
(100,000
|
)
|
|
(749
|
)
|
|||
Other financing activities
|
(49,253
|
)
|
|
(42,277
|
)
|
|
(54,741
|
)
|
|||
Net cash provided by (used in) financing activities
|
1,794,153
|
|
|
(288,686
|
)
|
|
(157,405
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(23,772
|
)
|
|
86,217
|
|
|
30,164
|
|
|||
Cash and cash equivalents, beginning of period
|
238,797
|
|
|
152,580
|
|
|
122,416
|
|
|||
Cash and cash equivalents, end of period
|
$
|
215,025
|
|
|
$
|
238,797
|
|
|
$
|
152,580
|
|
|
Total
Stockholders'
Equity
|
|
Common
Stock |
|
Capital
Surplus |
|
Retained Earnings / (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive
Loss |
|
Treasury Stock
|
||||||||||||
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
|
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
|
)
|
Net income attributable to Aramark stockholders
|
567,885
|
|
|
|
|
|
|
567,885
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
32,537
|
|
|
|
|
|
|
|
|
32,537
|
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
29,621
|
|
|
22
|
|
|
29,599
|
|
|
|
|
|
|
|
|||||||||
Share-based compensation expense
|
88,276
|
|
|
|
|
88,276
|
|
|
|
|
|
|
|
||||||||||
Repurchases of Common Stock
|
(43,406
|
)
|
|
|
|
|
|
|
|
|
|
(43,406
|
)
|
||||||||||
Payments of dividends
|
(104,416
|
)
|
|
|
|
|
|
(104,416
|
)
|
|
|
|
|
||||||||||
Balance, September 28, 2018
|
$
|
3,029,558
|
|
|
$
|
2,793
|
|
|
$
|
3,132,421
|
|
|
$
|
710,519
|
|
|
$
|
(91,223
|
)
|
|
$
|
(724,952
|
)
|
•
|
Food and Support Services United States ("FSS United States") - 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. See Note 14 for further discussion over the FSS United States reporting segment reclassification and name change.
|
•
|
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") - Provides a full service employee uniform solution, including design, sourcing and manufacturing, delivery, cleaning and maintenance on a contract basis. Directly markets personalized uniforms and accessories, provides managed restroom services and rents uniforms, work clothing, outerwear, particulate-free garments and non-garment items and related services, including mats, shop towels and first aid supplies, to clients in a wide range of industries in the United States, Puerto Rico, Canada and through a joint venture in Japan, including the manufacturing, transportation, construction, restaurants and hotels, healthcare and pharmaceutical industries.
|
•
|
certain fees, estimated to be approximately
$375.0 million
annually, in the Uniform segment, currently recognized as a reduction to “Cost of services provided,” will be recognized in “Sales;”
|
•
|
costs to obtain contracts related to employee commissions, currently expensed to “Cost of service provided” at contract inception, will be capitalized in “Other Assets” and expensed on a straight-line basis to “Cost of services provided” over the expected customer relationship period; and
|
•
|
client contract investments, currently capitalized within “Other Assets” and amortized to “Depreciation and amortization” will continue to be expensed over the contract life as either a leasehold improvement in “Property and equipment, net” (approximately
$760.0 million
as of September 28, 2018) or as an “Other Asset” (approximately
$265.0 million
as of September 28, 2018) and primarily classified in “Depreciation and amortization” or "Cost of services provided."
|
|
Fiscal Year Ended
|
||||||||||||||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||||||||||||||
|
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
|
|
|
$
|
568,440
|
|
|
|
|
$
|
374,187
|
|
|
|
|
$
|
288,232
|
|
||||||
Pension plan adjustments
|
29,650
|
|
(9,003
|
)
|
20,647
|
|
|
22,548
|
|
(2,556
|
)
|
19,992
|
|
|
(37,957
|
)
|
13,287
|
|
(24,670
|
)
|
|||
Foreign currency translation adjustments
|
(31,003
|
)
|
(250
|
)
|
(31,253
|
)
|
|
5,903
|
|
—
|
|
5,903
|
|
|
18,547
|
|
(15,467
|
)
|
3,080
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) arising during the period
|
55,445
|
|
(16,134
|
)
|
39,311
|
|
|
31,884
|
|
(12,435
|
)
|
19,449
|
|
|
(23,437
|
)
|
15,011
|
|
(8,426
|
)
|
|||
Reclassification adjustments
|
5,185
|
|
(1,510
|
)
|
3,675
|
|
|
16,606
|
|
(6,476
|
)
|
10,130
|
|
|
34,861
|
|
(13,677
|
)
|
21,184
|
|
|||
Share of equity investee's comprehensive income (loss)
|
157
|
|
—
|
|
157
|
|
|
2,383
|
|
(834
|
)
|
1,549
|
|
|
(8,282
|
)
|
2,899
|
|
(5,383
|
)
|
|||
Other comprehensive income (loss)
|
59,434
|
|
(26,897
|
)
|
32,537
|
|
|
79,324
|
|
(22,301
|
)
|
57,023
|
|
|
(16,268
|
)
|
2,053
|
|
(14,215
|
)
|
|||
Comprehensive income
|
|
|
600,977
|
|
|
|
|
431,210
|
|
|
|
|
274,017
|
|
|||||||||
Less: Net income attributable to noncontrolling interest
|
|
|
555
|
|
|
|
|
264
|
|
|
|
|
426
|
|
|||||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
600,422
|
|
|
|
|
$
|
430,946
|
|
|
|
|
$
|
273,591
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Pension plan adjustments
|
$
|
(24,628
|
)
|
|
$
|
(45,275
|
)
|
Foreign currency translation adjustments
|
(93,811
|
)
|
|
(62,558
|
)
|
||
Cash flow hedges
|
36,192
|
|
|
(6,794
|
)
|
||
Share of equity investee's accumulated other comprehensive loss
|
(8,976
|
)
|
|
(9,133
|
)
|
||
|
$
|
(91,223
|
)
|
|
$
|
(123,760
|
)
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||
Food
|
|
31.6
|
%
|
|
36.9
|
%
|
Career apparel and linens
(1)
|
|
65.7
|
%
|
|
60.5
|
%
|
Parts, supplies and novelties
|
|
2.7
|
%
|
|
2.6
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
Increase during fiscal 2018 due to the acquisition of AmeriPride. See Note 2.
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Client contract investments
(1)
|
|
$
|
1,034,476
|
|
|
$
|
981,300
|
|
Miscellaneous investments
(2)
|
|
239,547
|
|
|
247,601
|
|
||
Long-term receivables
|
|
90,068
|
|
|
72,406
|
|
||
Computer software costs, net
(3)
|
|
152,188
|
|
|
111,005
|
|
||
Interest rate swap agreements
|
|
54,708
|
|
|
—
|
|
||
Other
(4)
|
|
122,184
|
|
|
62,412
|
|
||
|
|
$
|
1,693,171
|
|
|
$
|
1,474,724
|
|
(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 $183.6 million, $159.6 million and $142.5 million during fiscal 2018, fiscal 2017 and fiscal 2016, 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 $155.1 million and $173.8 million at September 28, 2018 and September 29, 2017, 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 ten years.
|
(4)
|
Other consists of noncurrent deferred tax assets, pension assets and deferred financing costs on certain revolving credit facilities.
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Deferred income
|
|
$
|
299,089
|
|
|
$
|
294,781
|
|
Accrued client expenses
|
|
98,282
|
|
|
84,138
|
|
||
Accrued taxes
|
|
96,855
|
|
|
75,156
|
|
||
Accrued insurance and interest
|
|
164,890
|
|
|
87,143
|
|
||
Other
|
|
358,917
|
|
|
305,222
|
|
||
|
|
$
|
1,018,033
|
|
|
$
|
846,440
|
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Deferred income tax payable
|
|
$
|
503,429
|
|
|
$
|
570,893
|
|
Deferred compensation
|
|
226,558
|
|
|
229,663
|
|
||
Pension-related liabilities
|
|
28,478
|
|
|
14,164
|
|
||
Interest rate swap agreements
|
|
—
|
|
|
9,313
|
|
||
Other noncurrent liabilities
|
|
218,750
|
|
|
154,911
|
|
||
|
|
$
|
977,215
|
|
|
$
|
978,944
|
|
|
|
Fiscal Year Ended
|
||||||||||
(dollars in millions)
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Interest paid
|
|
$
|
307.1
|
|
|
$
|
201.7
|
|
|
$
|
275.4
|
|
Income taxes (refunded) paid
(1)
|
|
(1.1
|
)
|
|
126.3
|
|
|
55.6
|
|
•
|
During fiscal
2018
, fiscal
2017
and fiscal
2016
, the Company executed capital lease transactions. The present value of the future rental obligations was approximately
$34.0 million
,
$55.4 million
and
$36.4 million
for the respective periods, which is included in property and equipment and long-term borrowings.
|
•
|
During fiscal
2018
, fiscal
2017
and fiscal
2016
, cashless settlements of the exercise price and related employee minimum tax withholding liabilities of share-based payment awards were approximately
$19.0 million
,
$32.7 million
and
$40.1 million
, respectively.
|
Current assets
|
$
|
237,807
|
|
Noncurrent assets
|
959,347
|
|
|
Total assets
|
$
|
1,197,154
|
|
|
|
||
Current liabilities
|
$
|
136,751
|
|
Noncurrent liabilities
|
64,974
|
|
|
Total liabilities
|
$
|
201,725
|
|
|
|
Estimated Fair
Value (in millions) |
|
Weighted-
Average Estimated Useful Life (in years) |
|||
Customer relationship assets
|
|
$
|
297.0
|
|
|
15
|
|
Trade names
|
|
|
24.0
|
|
|
3
|
to indefinite
|
Total intangible assets
|
|
$
|
321.0
|
|
|
|
Current assets
|
$
|
157,614
|
|
Noncurrent assets
|
1,345,532
|
|
|
Total assets
|
$
|
1,503,146
|
|
|
|
||
Current liabilities
|
$
|
111,087
|
|
Noncurrent liabilities
|
5,681
|
|
|
Total liabilities
|
$
|
116,768
|
|
|
|
Estimated Fair
Value (in millions) |
|
Weighted-
Average Estimated Useful Life (in years) |
||
Customer relationship assets
|
|
$
|
567.0
|
|
|
15
|
Trade name
|
|
|
222.0
|
|
|
indefinite
|
Total intangible assets
|
|
$
|
789.0
|
|
|
|
|
Fiscal Year Ended
|
|||||||
Unaudited (in thousands)
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Total sales
|
|
$
|
16,014,463
|
|
|
$
|
15,378,832
|
|
Net income
|
|
|
624,334
|
|
|
|
328,932
|
|
•
|
adjustments to amortization expense related to identifiable intangible assets acquired;
|
•
|
adjustments to depreciation expense related to the fair value of property and equipment acquired;
|
•
|
adjustments to interest expense to reflect the long-term financing agreements used to finance the acquisitions (see Note 5); and
|
•
|
adjustments for the tax effect of the aforementioned adjustments.
|
(in millions)
|
September 29, 2017
|
|
Net Charges
|
|
Payments and Other
|
|
September 28, 2018
|
||||||
Severance and Related Costs Accrual
|
$
|
17.8
|
|
|
36.6
|
|
|
(37.8
|
)
|
|
$
|
16.6
|
|
Segment
|
September 29, 2017
|
|
Acquisitions
|
|
Translation and Other
|
|
September 28, 2018
|
||||||||
FSS United States
|
$
|
3,493,756
|
|
|
$
|
534,698
|
|
|
$
|
—
|
|
|
$
|
4,028,454
|
|
FSS International
|
637,816
|
|
|
2,656
|
|
|
(14,093
|
)
|
|
626,379
|
|
||||
Uniform
|
583,939
|
|
|
372,204
|
|
|
(408
|
)
|
|
955,735
|
|
||||
|
$
|
4,715,511
|
|
|
$
|
909,558
|
|
|
$
|
(14,501
|
)
|
|
$
|
5,610,568
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
2,244,215
|
|
|
$
|
(1,156,811
|
)
|
|
$
|
1,087,404
|
|
|
$
|
1,376,812
|
|
|
$
|
(1,063,350
|
)
|
|
$
|
313,462
|
|
Trade names
|
1,050,825
|
|
|
(1,385
|
)
|
|
1,049,440
|
|
|
807,362
|
|
|
—
|
|
|
807,362
|
|
||||||
|
$
|
3,295,040
|
|
|
$
|
(1,158,196
|
)
|
|
$
|
2,136,844
|
|
|
$
|
2,184,174
|
|
|
$
|
(1,063,350
|
)
|
|
$
|
1,120,824
|
|
2019
|
$
|
113,202
|
|
2020
|
112,560
|
|
|
2021
|
104,750
|
|
|
2022
|
84,019
|
|
|
2023
|
75,996
|
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Senior secured revolving credit facility, due March 2022
|
|
$
|
77,000
|
|
|
$
|
—
|
|
Senior secured term loan facility, due March 2022
|
|
399,568
|
|
|
1,125,858
|
|
||
Senior secured term loan facility, due February 2023
|
|
139,106
|
|
|
—
|
|
||
Senior secured term loan facility, due March 2024
|
|
1,325,923
|
|
|
1,403,429
|
|
||
Senior secured term loan facility, due March 2025
|
|
1,656,919
|
|
|
—
|
|
||
5.125% senior notes, due January 2024
|
|
902,908
|
|
|
903,654
|
|
||
5.000% senior notes, due April 2025
|
|
590,884
|
|
|
589,733
|
|
||
3.125% senior notes, due April 2025
(1)
|
|
373,240
|
|
|
379,429
|
|
||
4.750% senior notes, due June 2026
|
|
494,082
|
|
|
493,464
|
|
||
5.000% senior notes, due February 2028
|
|
1,136,472
|
|
|
—
|
|
||
Receivables Facility, due May 2021
|
|
—
|
|
|
254,200
|
|
||
Capital leases
|
|
143,388
|
|
|
114,400
|
|
||
Other
|
|
4,494
|
|
|
4,321
|
|
||
|
|
7,243,984
|
|
|
5,268,488
|
|
||
Less—current portion
|
|
(30,907
|
)
|
|
(78,157
|
)
|
||
|
|
$
|
7,213,077
|
|
|
$
|
5,190,331
|
|
(1)
|
This is a Euro denominated borrowing. See the disclosure below in the Senior Notes section for further information.
|
•
|
A U.S. dollar denominated term loan to Aramark Services, Inc. ("ASI") in the amount of
$1,325.9 million
, due 2024, ("U.S. Term Loan B due 2024") and
$1,656.9 million
, due 2025 ("U.S. Term Loan B due 2025");
|
•
|
A yen denominated term loan to ASI in the amount of
¥10,777.8 million
(approximately
$94.8 million
), due 2022 (the "Yen Term Loan due 2022");
|
•
|
A Canadian dollar denominated term loan to Aramark Canada Ltd. in the amount of CAD
200.0 million
(approximately
$154.9 million
), due 2022, (the "Canadian Term Loan due 2022") and CAD
179.6 million
(approximately
$139.1 million
), due 2023 (the "Canadian Term Loan A-1 due 2023"); and
|
•
|
A euro denominated term loan to Aramark Investments Limited, a U.K. borrower, in an amount of
€129.1 million
(approximately
$149.8 million
), due 2022 (the "Euro Term Loan due 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.
|
2019
|
$
|
30,907
|
|
2020
|
42,799
|
|
|
2021
|
78,892
|
|
|
2022
|
467,390
|
|
|
2023
|
107,978
|
|
|
Thereafter
|
6,562,177
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Interest expense
|
|
$
|
353,048
|
|
|
$
|
285,995
|
|
|
$
|
315,166
|
|
Interest income
|
|
(9,238
|
)
|
|
(5,942
|
)
|
|
(5,288
|
)
|
|||
Other financing costs
|
|
10,451
|
|
|
7,362
|
|
|
5,505
|
|
|||
Total
|
|
$
|
354,261
|
|
|
$
|
287,415
|
|
|
$
|
315,383
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Interest rate swap agreements
|
$
|
55,445
|
|
|
$
|
31,884
|
|
|
$
|
(21,321
|
)
|
Cross currency swap agreements
|
—
|
|
|
—
|
|
|
(2,116
|
)
|
|||
|
$
|
55,445
|
|
|
$
|
31,884
|
|
|
$
|
(23,437
|
)
|
|
|
Balance Sheet Location
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
ASSETS
|
|
|
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Prepayments and other current assets
|
|
$
|
1,459
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
Noncurrent Assets
|
|
54,708
|
|
|
—
|
|
||
|
|
|
|
|
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Prepayments and other current assets
|
|
$
|
209
|
|
|
$
|
80
|
|
Gasoline and diesel fuel agreements
|
|
Prepayments and other current assets
|
|
3,623
|
|
|
3,626
|
|
||
|
|
|
|
$
|
59,999
|
|
|
$
|
3,706
|
|
LIABILITIES
|
|
|
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Accrued expenses and other current liabilities
|
|
$
|
—
|
|
|
$
|
1,196
|
|
Interest rate swap agreements
|
|
Other Noncurrent Liabilities
|
|
—
|
|
|
9,313
|
|
||
|
|
|
|
$
|
—
|
|
|
$
|
10,509
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
Income Statement Location
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap agreements
|
|
Interest Expense
|
|
$
|
5,185
|
|
|
$
|
16,606
|
|
|
$
|
32,800
|
|
Cross currency swap agreements
|
|
Interest Expense
|
|
—
|
|
|
—
|
|
|
2,061
|
|
|||
|
|
|
|
$
|
5,185
|
|
|
$
|
16,606
|
|
|
$
|
34,861
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Gasoline and diesel fuel agreements
|
|
Costs of services provided / Selling and general corporate expenses
|
|
$
|
(7,360
|
)
|
|
$
|
(1,277
|
)
|
|
$
|
(685
|
)
|
Foreign currency forward exchange contracts
|
|
Interest Expense
|
|
(67
|
)
|
|
(886
|
)
|
|
(8,847
|
)
|
|||
|
|
|
|
$
|
(7,427
|
)
|
|
$
|
(2,163
|
)
|
|
$
|
(9,532
|
)
|
|
|
|
|
$
|
(2,242
|
)
|
|
$
|
14,443
|
|
|
$
|
25,329
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Service cost
|
|
$
|
7,121
|
|
|
$
|
8,834
|
|
|
$
|
7,850
|
|
Interest cost
|
|
10,579
|
|
|
8,398
|
|
|
11,041
|
|
|||
Expected return on plan assets
|
|
(22,864
|
)
|
|
(18,350
|
)
|
|
(17,679
|
)
|
|||
Settlements and curtailments
|
|
3,312
|
|
|
—
|
|
|
159
|
|
|||
Amortization of prior service cost
|
|
116
|
|
|
122
|
|
|
107
|
|
|||
Recognized net loss
|
|
1,646
|
|
|
3,400
|
|
|
1,504
|
|
|||
Net periodic pension cost (income)
|
|
$
|
(90
|
)
|
|
$
|
2,404
|
|
|
$
|
2,982
|
|
Change in benefit obligation:
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Benefit obligation, beginning
|
|
$
|
333,672
|
|
|
$
|
339,313
|
|
Impact of AmeriPride acquisition
|
|
79,605
|
|
|
—
|
|
||
Foreign currency translation
|
|
(11,312
|
)
|
|
13,883
|
|
||
Service cost
|
|
7,121
|
|
|
8,834
|
|
||
Interest cost
|
|
10,579
|
|
|
8,398
|
|
||
Employee contributions
|
|
2,571
|
|
|
2,261
|
|
||
Actuarial loss (gain)
|
|
(10,869
|
)
|
|
(24,923
|
)
|
||
Benefits paid
|
|
(16,862
|
)
|
|
(14,316
|
)
|
||
Settlements and curtailments
(1)
|
|
(22,662
|
)
|
|
222
|
|
||
Change in control payment
|
|
(5,417
|
)
|
|
—
|
|
||
Benefit obligation, ending
|
|
$
|
366,426
|
|
|
$
|
333,672
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning
|
|
$
|
341,538
|
|
|
$
|
319,985
|
|
Impact of AmeriPride acquisition
|
|
73,273
|
|
|
—
|
|
||
Foreign currency translation
|
|
(12,359
|
)
|
|
14,564
|
|
||
Employer contributions
|
|
13,988
|
|
|
4,285
|
|
||
Employee contributions
|
|
2,571
|
|
|
2,261
|
|
||
Actual return on plan assets
|
|
23,971
|
|
|
14,759
|
|
||
Benefits paid
|
|
(16,862
|
)
|
|
(14,316
|
)
|
||
Settlements
(1)
|
|
(10,877
|
)
|
|
—
|
|
||
Change in control payment
|
|
(5,417
|
)
|
|
—
|
|
||
Fair value of plan assets, end
|
|
409,826
|
|
|
341,538
|
|
||
Funded Status at end of year
|
|
$
|
43,400
|
|
|
$
|
7,866
|
|
(1)
|
Fiscal 2018 includes the impact of the Canadian pension plan freeze and the UK pension plan settlement resulting from the transfer of members out of the plan.
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Noncurrent benefit asset (included in Other Assets)
|
|
$
|
59,481
|
|
|
$
|
23,056
|
|
Noncurrent benefit liability (included in Other Noncurrent Liabilities)
|
|
(16,081
|
)
|
|
(15,190
|
)
|
||
Net actuarial loss (included in Accumulated other comprehensive loss before taxes)
|
|
48,067
|
|
|
77,717
|
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||
Discount rate
|
|
3.2
|
%
|
|
2.8
|
%
|
Rate of compensation increase
|
|
2.0
|
%
|
|
2.4
|
%
|
Long-term rate of return on assets
|
|
5.8
|
%
|
|
6.1
|
%
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||
Discount rate
|
|
3.3
|
%
|
|
2.9
|
%
|
Rate of compensation increase
|
|
2.1
|
%
|
|
2.4
|
%
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Projected benefit obligation
|
|
$
|
16,081
|
|
|
$
|
141,401
|
|
Accumulated benefit obligation
|
|
15,935
|
|
|
140,547
|
|
||
Fair value of plan assets
(1)
|
|
—
|
|
|
126,210
|
|
(1)
|
The change in the fair value of the plan assets relates to certain plans being in a funded status position.
|
|
|
September 28, 2018
|
|
Quoted prices in
active markets
Level 1
|
|
Significant other
observable inputs
Level 2
|
|
Significant
unobservable inputs
Level 3
|
||||||||
Cash and cash equivalents and other
|
|
$
|
20,568
|
|
|
$
|
20,568
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Investment trusts
|
|
11,689
|
|
|
11,689
|
|
|
—
|
|
|
—
|
|
||||
Investment funds:
|
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
|
220,853
|
|
|
—
|
|
|
220,853
|
|
|
—
|
|
||||
Fixed income funds
|
|
146,271
|
|
|
—
|
|
|
146,271
|
|
|
—
|
|
||||
Real estate
|
|
10,445
|
|
|
—
|
|
|
—
|
|
|
10,445
|
|
||||
Total
|
|
$
|
409,826
|
|
|
$
|
32,257
|
|
|
$
|
367,124
|
|
|
$
|
10,445
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
Fiscal 2019
|
$
|
15,433
|
|
Fiscal 2020
|
15,497
|
|
|
Fiscal 2021
|
16,086
|
|
|
Fiscal 2022
|
16,469
|
|
|
Fiscal 2023
|
16,867
|
|
|
Fiscal 2024 – 2028
|
89,884
|
|
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
|
|||||||||
2018
|
2017
|
2018
|
2017
|
2016
|
Surcharge
Imposed
|
||||||||||
National Retirement Fund
|
13-6130178/ 001
|
Critical
|
Critical
|
Implemented
|
$
|
4,147
|
|
$
|
7,541
|
|
$
|
6,675
|
|
No
|
5/4/2018 - 9/30/2021
|
UNITE HERE Retirement Fund
(1)
|
82-0994119/ 001
|
Critical
|
N/A
|
Implemented
|
3,686
|
|
N/A
|
|
N/A
|
|
No
|
8/31/2015 - 8/13/2021
|
|||
Local 1102 Retirement Trust
(2)
|
13-1847329/ 001
|
Endangered
|
Critical
|
Implemented
|
1,206
|
|
397
|
|
339
|
|
No
|
6/30/2019 - 10/31/2020
|
|||
Central States SE and SW Areas Pension Plan
|
36-6044243/ 001
|
Critical and Declining
|
Critical and Declining
|
Implemented
|
4,128
|
|
3,836
|
|
3,723
|
|
No
|
1/31/2007 - 1/31/2023
|
|||
Pension Plan for Hospital & Health Care Employees Philadelphia & Vicinity
|
23-2627428/ 001
|
Critical
|
Critical
|
Implemented
|
319
|
|
336
|
|
216
|
|
No
|
1/31/2023
|
|||
Local 731 Private Scavengers and Garage Attendants Pension Trust Fund
(3)
|
36-6513567/ 001
|
Green
|
Green
|
N/A
|
907
|
|
898
|
|
813
|
|
No
|
4/26/2019
|
|||
SEIU National Industry Pension Fund
(4)
|
52-6148540/ 001
|
Critical
|
Critical
|
Implemented
|
501
|
|
429
|
|
404
|
|
No
|
4/14/2019 - 12/31/2019
|
|||
Local 171 Pension Plan
(5)
|
37-6155648/ 001
|
Critical and Declining
|
Critical and Declining
|
Implemented
|
37
|
|
82
|
|
83
|
|
No
|
N/A
|
|||
Other funds
|
|
|
|
|
17,692
|
|
15,170
|
|
14,415
|
|
|
|
|||
Total contributions
|
|
|
|
|
$
|
32,623
|
|
$
|
28,689
|
|
$
|
26,668
|
|
|
|
(1)
|
Effective January 1, 2018, the UNITE HERE portion of the National Retirement Fund was spun off into the newly formed UNITE HERE Retirement Fund.
|
|||||
(2)
|
Over 90% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2019.
|
|||||
(3)
|
Effective October 1, 2017, the Local 731 Textile Maintenance and Laundry Craft Pension Plan merged into the Local 731 Private Scavengers and Garage Attendants Pension Trust Fund.
|
|||||
(4)
|
Over 75% of the Company's participants in this fund are covered by a single CBA that expires on 12/31/2019.
|
|||||
(5)
|
During fiscal 2018, the Company negotiated with a union to discontinue its participation in the fund.
|
Pension
Fund |
|
Contributions to the plan exceeded more than 5% of total contributions (as of the plan's year-end)
|
Local 1102 Retirement Trust
|
|
12/31/2017 and 12/31/2016
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
United States
|
|
$
|
326,277
|
|
|
$
|
362,783
|
|
|
$
|
284,216
|
|
Non-U.S.
|
|
145,599
|
|
|
157,859
|
|
|
146,715
|
|
|||
|
|
$
|
471,876
|
|
|
$
|
520,642
|
|
|
$
|
430,931
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(48,249
|
)
|
|
$
|
111,175
|
|
|
$
|
39,510
|
|
State and local
|
|
11,356
|
|
|
15,455
|
|
|
15,750
|
|
|||
Non-U.S.
|
|
44,618
|
|
|
57,681
|
|
|
35,023
|
|
|||
|
|
7,725
|
|
|
184,311
|
|
|
90,283
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(113,475
|
)
|
|
(21,956
|
)
|
|
47,323
|
|
|||
State and local
|
|
7,408
|
|
|
3,165
|
|
|
(740
|
)
|
|||
Non-U.S.
|
|
1,778
|
|
|
(19,065
|
)
|
|
5,833
|
|
|||
|
|
(104,289
|
)
|
|
(37,856
|
)
|
|
52,416
|
|
|||
|
|
$
|
(96,564
|
)
|
|
$
|
146,455
|
|
|
$
|
142,699
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
|||
United States statutory income tax rate
|
|
24.5
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in taxes, resulting from:
|
|
|
|
|
|
|
|||
State income taxes, net of Federal tax benefit
|
|
3.2
|
|
|
2.3
|
|
|
2.3
|
|
Foreign taxes
|
|
3.3
|
|
|
(4.3
|
)
|
|
(1.4
|
)
|
Permanent book/tax differences
|
|
(1.2
|
)
|
|
(3.8
|
)
|
|
0.3
|
|
Uncertain tax positions
|
|
(0.3
|
)
|
|
1.4
|
|
|
0.1
|
|
U.S. Tax Reform - Remeasurement of deferred taxes
|
|
(49.3
|
)
|
|
—
|
|
|
—
|
|
U.S. Tax Reform - Foreign tax credit valuation allowance
|
|
2.8
|
|
|
—
|
|
|
—
|
|
Tax credits & other
|
|
(3.5
|
)
|
|
(2.5
|
)
|
|
(3.2
|
)
|
Effective income tax rate
|
|
(20.5
|
)%
|
|
28.1
|
%
|
|
33.1
|
%
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
$
|
126,345
|
|
|
$
|
92,268
|
|
Investments
|
|
12,213
|
|
|
20,317
|
|
||
Other intangible assets, including goodwill
|
|
474,263
|
|
|
629,153
|
|
||
Inventory
|
|
63,835
|
|
|
97,622
|
|
||
Derivatives
|
|
21,599
|
|
|
—
|
|
||
Other
|
|
17,450
|
|
|
25,992
|
|
||
Gross deferred tax liability
|
|
715,705
|
|
|
865,352
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Insurance
|
|
40,240
|
|
|
33,811
|
|
||
Employee compensation and benefits
|
|
136,603
|
|
|
209,951
|
|
||
Accruals and allowances
|
|
19,338
|
|
|
31,026
|
|
||
Net operating loss/credit carryforwards and other
|
|
60,576
|
|
|
48,793
|
|
||
Gross deferred tax asset, before valuation allowances
|
|
256,757
|
|
|
323,581
|
|
||
Valuation allowances
|
|
(29,023
|
)
|
|
(11,513
|
)
|
||
Net deferred tax liability
|
|
$
|
487,971
|
|
|
$
|
553,284
|
|
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Balance, beginning of year
|
|
$
|
(11,513
|
)
|
|
$
|
(7,352
|
)
|
Additions
(1)
|
|
(21,101
|
)
|
|
(4,161
|
)
|
||
Subtractions
(2)
|
|
3,591
|
|
|
—
|
|
||
Balance, end of year
|
|
$
|
(29,023
|
)
|
|
$
|
(11,513
|
)
|
(1)
|
Mainly driven by the Tax Cuts and Jobs Act impacting the ability to utilize FTC carryforwards going forward, as well as the inability to use foreign NOL carryforwards.
|
(2)
|
Planning resulted in taxable income in separate Company states that had historical losses.
|
|
September 28, 2018
|
|
September 29, 2017
|
||||
Balance, beginning of year
|
$
|
30,812
|
|
|
$
|
22,752
|
|
Additions based on tax positions taken in the current year
|
709
|
|
|
9,323
|
|
||
Additions for tax positions taken in prior years
|
1,505
|
|
|
4,028
|
|
||
Reductions for remeasurements, settlements and payments
|
(2,368
|
)
|
|
(3,972
|
)
|
||
Reductions due to statute expiration
|
(1,569
|
)
|
|
(1,319
|
)
|
||
Balance, end of year
|
$
|
29,089
|
|
|
$
|
30,812
|
|
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Dividend payments
|
|
$
|
103.1
|
|
|
$
|
100.8
|
|
|
$
|
92.1
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
TBOs
|
|
$
|
18.5
|
|
|
$
|
20.4
|
|
|
$
|
18.8
|
|
RSUs
|
|
24.1
|
|
|
20.8
|
|
|
21.4
|
|
|||
PSUs
(1)
|
|
43.7
|
|
|
21.6
|
|
|
13.9
|
|
|||
Deferred Stock and Other Units
|
|
2.0
|
|
|
2.4
|
|
|
2.8
|
|
|||
|
|
$
|
88.3
|
|
|
$
|
65.2
|
|
|
$
|
56.9
|
|
|
|
|
|
|
|
|
||||||
Taxes related to share-based compensation
|
|
$
|
24.1
|
|
|
$
|
24.2
|
|
|
$
|
22.3
|
|
Cash Received from Option Exercises
|
|
21.5
|
|
|
28.8
|
|
|
35.7
|
|
|||
Tax Benefit on Share Deliveries
(2)
|
|
7.4
|
|
|
23.3
|
|
|
32.0
|
|
(1)
|
During the third quarter of fiscal 2018, the Company increased the expected adjusted earnings per share target attainment percentage for both the fiscal 2016 and fiscal 2017 PSU grants, resulting in additional share-based compensation expense. The target for the 2016 PSU grants was achieved as of the end of fiscal 2018.
|
(2)
|
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
|
|
$
|
22.6
|
|
|
2.14
|
RSUs
|
|
56.6
|
|
|
2.47
|
|
PSUs
|
|
24.1
|
|
|
1.49
|
|
Total
|
|
$
|
103.3
|
|
|
|
|
|
Fiscal Year Ended
|
||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
Expected volatility
|
|
20%
|
|
25%
|
|
30%
|
Expected dividend yield
|
|
1.03% - 1.11%
|
|
1.11% - 1.21%
|
|
1.15% - 1.25%
|
Expected life (in years)
|
|
6.25
|
|
6.25
|
|
6.25
|
Risk-free interest rate
|
|
2.25% - 2.94%
|
|
2.14% - 2.20%
|
|
1.50% - 2.04%
|
Weighted-average grant-date fair value
|
|
$8.75
|
|
$8.47
|
|
$9.21
|
Options
|
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at September 29, 2017
|
|
13,074
|
|
|
$
|
24.39
|
|
|
|
|
|
||
Granted
|
|
1,914
|
|
|
$
|
40.67
|
|
|
|
|
|
||
Exercised
|
|
(1,111
|
)
|
|
$
|
21.00
|
|
|
|
|
|
||
Forfeited and expired
|
|
(575
|
)
|
|
$
|
34.37
|
|
|
|
|
|
||
Outstanding at September 28, 2018
|
|
13,302
|
|
|
$
|
26.60
|
|
|
$
|
218,450
|
|
|
6.2
|
Exercisable at September 28, 2018
|
|
8,469
|
|
|
$
|
21.36
|
|
|
$
|
183,456
|
|
|
5.0
|
Expected to vest at September 28, 2018
|
|
4,498
|
|
|
$
|
35.64
|
|
|
$
|
33,177
|
|
|
8.1
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Total intrinsic value exercised (in millions)
|
|
$
|
16.6
|
|
|
$
|
32.2
|
|
|
$
|
49.9
|
|
Total fair value that vested (in millions)
|
|
17.3
|
|
|
17.7
|
|
|
17.5
|
|
Options
|
|
Shares
(000s) |
|
Weighted-
Average Exercise Price |
|
Aggregate Intrinsic Value ($000s)
|
|
Weighted-Average Remaining Term (Years)
|
|||||
Outstanding at September 29, 2017
|
|
2,182
|
|
|
$
|
12.28
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(302
|
)
|
|
$
|
11.21
|
|
|
|
|
|
||
Forfeited and expired
|
|
(5
|
)
|
|
$
|
10.90
|
|
|
|
|
|
||
Outstanding at September 28, 2018
|
|
1,875
|
|
|
$
|
12.46
|
|
|
$
|
57,317
|
|
|
3.0
|
Exercisable at September 28, 2018
|
|
1,875
|
|
|
$
|
12.46
|
|
|
$
|
57,317
|
|
|
3.0
|
Restricted Stock Units
|
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at September 29, 2017
|
|
1,935
|
|
$
|
31.44
|
|
|
Granted
|
|
1,369
|
|
$
|
40.34
|
|
|
Vested
|
|
(586)
|
|
$
|
31.73
|
|
|
Forfeited
|
|
(310)
|
|
$
|
37.01
|
|
|
Outstanding at September 28, 2018
|
|
2,408
|
|
|
$
|
36.66
|
|
Performance Stock Units
|
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at September 29, 2017
|
|
1,270
|
|
$
|
31.82
|
|
|
Granted
|
|
736
|
|
$
|
38.95
|
|
|
Vested
|
|
(211)
|
|
$
|
28.79
|
|
|
Forfeited
|
|
(181)
|
|
$
|
35.40
|
|
|
Outstanding at September 28, 2018
|
|
1,614
|
|
|
$
|
34.99
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
Earnings:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
567,885
|
|
|
$
|
373,923
|
|
|
$
|
287,806
|
|
Shares:
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
|
245,771
|
|
|
244,453
|
|
|
242,286
|
|
|||
Effect of dilutive securities
|
|
7,581
|
|
|
7,104
|
|
|
6,477
|
|
|||
Diluted weighted-average shares outstanding
|
|
253,352
|
|
|
251,557
|
|
|
248,763
|
|
|||
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
2.31
|
|
|
$
|
1.53
|
|
|
$
|
1.19
|
|
Diluted Earnings Per Share:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
2.24
|
|
|
$
|
1.49
|
|
|
$
|
1.16
|
|
2019
|
$
|
213,439
|
|
2020
|
109,152
|
|
|
2021
|
81,105
|
|
|
2022
|
72,020
|
|
|
2023
|
64,352
|
|
|
2024-Thereafter
|
358,302
|
|
|
Total minimum rental obligations
|
$
|
898,370
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
December 29, 2017
|
|
March 30, 2018
|
|
June 29, 2018
|
|
September 28, 2018
|
||||||||
Sales
|
|
$
|
3,965,118
|
|
|
$
|
3,939,311
|
|
|
$
|
3,971,606
|
|
|
$
|
3,913,598
|
|
Cost of services provided
|
|
3,520,064
|
|
|
3,561,509
|
|
|
3,524,804
|
|
|
3,383,810
|
|
||||
Net income
|
|
292,440
|
|
|
27,716
|
|
|
72,716
|
|
|
175,568
|
|
||||
Net income attributable to Aramark stockholders
|
|
292,284
|
|
|
27,569
|
|
|
72,577
|
|
|
175,455
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.19
|
|
|
$
|
0.11
|
|
|
$
|
0.29
|
|
|
$
|
0.71
|
|
Diluted
|
|
1.16
|
|
|
0.11
|
|
|
0.29
|
|
|
0.69
|
|
||||
Dividends declared per common share
|
|
0.105
|
|
|
0.105
|
|
|
0.105
|
|
|
0.105
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
|
Sales
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
FSS United States
|
$
|
10,137.8
|
|
|
$
|
9,748.0
|
|
|
$
|
9,582.6
|
|
FSS International
|
3,655.8
|
|
|
3,291.7
|
|
|
3,269.5
|
|
|||
Uniform
|
1,996.0
|
|
|
1,564.7
|
|
|
1,563.7
|
|
|||
|
$
|
15,789.6
|
|
|
$
|
14,604.4
|
|
|
$
|
14,415.8
|
|
|
Operating Income
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
FSS United States
|
$
|
680.5
|
|
|
$
|
596.8
|
|
|
$
|
490.2
|
|
FSS International
|
150.9
|
|
|
162.1
|
|
|
185.3
|
|
|||
Uniform
|
182.6
|
|
|
182.3
|
|
|
195.3
|
|
|||
|
1,014.0
|
|
|
941.2
|
|
|
870.8
|
|
|||
Corporate
|
(187.9
|
)
|
|
(133.1
|
)
|
|
(124.5
|
)
|
|||
Operating Income
|
826.1
|
|
|
808.1
|
|
|
746.3
|
|
|||
Interest and Other Financing Costs, net
|
(354.3
|
)
|
|
(287.4
|
)
|
|
(315.4
|
)
|
|||
Income Before Income Taxes
|
$
|
471.8
|
|
|
$
|
520.7
|
|
|
$
|
430.9
|
|
|
Depreciation and Amortization
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
FSS United States
|
$
|
405.0
|
|
|
$
|
372.7
|
|
|
$
|
363.6
|
|
FSS International
|
64.8
|
|
|
55.3
|
|
|
55.9
|
|
|||
Uniform
|
123.4
|
|
|
77.2
|
|
|
73.9
|
|
|||
Corporate
|
3.0
|
|
|
3.0
|
|
|
2.4
|
|
|||
|
$
|
596.2
|
|
|
$
|
508.2
|
|
|
$
|
495.8
|
|
|
Capital Expenditures and
Client Contract Investments and Other*
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
FSS United States
|
$
|
494.3
|
|
|
$
|
420.4
|
|
|
$
|
371.7
|
|
FSS International
|
84.1
|
|
|
66.1
|
|
|
99.8
|
|
|||
Uniform
|
332.5
|
|
|
67.5
|
|
|
70.7
|
|
|||
Corporate
|
1.2
|
|
|
1.0
|
|
|
3.3
|
|
|||
|
$
|
912.1
|
|
|
$
|
555.0
|
|
|
$
|
545.5
|
|
* Includes amounts acquired in business combinations
|
|
|
|
|
|
|
Identifiable Assets
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
FSS United States
|
$
|
8,482.8
|
|
|
$
|
6,962.3
|
|
FSS International
|
2,072.0
|
|
|
2,013.6
|
|
||
Uniform
|
2,991.7
|
|
|
1,828.7
|
|
||
Corporate
|
173.6
|
|
|
201.6
|
|
||
|
$
|
13,720.1
|
|
|
$
|
11,006.2
|
|
|
Sales
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 28, 2018
|
|
September 29, 2017
|
|
September 30, 2016
|
||||||
United States
|
$
|
11,795.6
|
|
|
$
|
11,098.0
|
|
|
$
|
11,011.5
|
|
Foreign
|
3,994.0
|
|
|
3,506.4
|
|
|
3,404.3
|
|
|||
|
$
|
15,789.6
|
|
|
$
|
14,604.4
|
|
|
$
|
14,415.8
|
|
|
Property and Equipment, net
|
||||||
|
September 28, 2018
|
|
September 29, 2017
|
||||
United States
|
$
|
1,065.9
|
|
|
$
|
838.2
|
|
Foreign
|
312.2
|
|
|
203.8
|
|
||
|
$
|
1,378.1
|
|
|
$
|
1,042.0
|
|
•
|
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
|
|
|
$
|
50,716
|
|
|
$
|
29,844
|
|
|
$
|
134,460
|
|
|
$
|
—
|
|
|
$
|
215,025
|
|
Receivables
|
—
|
|
|
1,038
|
|
|
443,599
|
|
|
1,345,796
|
|
|
—
|
|
|
1,790,433
|
|
||||||
Inventories
|
—
|
|
|
15,857
|
|
|
592,259
|
|
|
116,686
|
|
|
—
|
|
|
724,802
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
21,411
|
|
|
86,100
|
|
|
63,654
|
|
|
—
|
|
|
171,165
|
|
||||||
Total current assets
|
5
|
|
|
89,022
|
|
|
1,151,802
|
|
|
1,660,596
|
|
|
—
|
|
|
2,901,425
|
|
||||||
Property and Equipment, net
|
—
|
|
|
28,341
|
|
|
1,013,523
|
|
|
336,230
|
|
|
—
|
|
|
1,378,094
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
4,783,547
|
|
|
653,917
|
|
|
—
|
|
|
5,610,568
|
|
||||||
Investment in and Advances to Subsidiaries
|
3,029,553
|
|
|
7,441,605
|
|
|
90,049
|
|
|
844,245
|
|
|
(11,405,452
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,684
|
|
|
1,919,795
|
|
|
187,365
|
|
|
—
|
|
|
2,136,844
|
|
||||||
Other Assets
|
—
|
|
|
100,754
|
|
|
1,264,976
|
|
|
329,443
|
|
|
(2,002
|
)
|
|
1,693,171
|
|
||||||
|
$
|
3,029,558
|
|
|
$
|
7,862,510
|
|
|
$
|
10,223,692
|
|
|
$
|
4,011,796
|
|
|
$
|
(11,407,454
|
)
|
|
$
|
13,720,102
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,564
|
|
|
$
|
4,343
|
|
|
$
|
—
|
|
|
$
|
30,907
|
|
Accounts payable
|
—
|
|
|
128,460
|
|
|
483,606
|
|
|
406,854
|
|
|
—
|
|
|
1,018,920
|
|
||||||
Accrued expenses and other current liabilities
|
—
|
|
|
205,807
|
|
|
926,794
|
|
|
307,643
|
|
|
88
|
|
|
1,440,332
|
|
||||||
Total current liabilities
|
—
|
|
|
334,267
|
|
|
1,436,964
|
|
|
718,840
|
|
|
88
|
|
|
2,490,159
|
|
||||||
Long-term Borrowings
|
—
|
|
|
6,651,110
|
|
|
82,097
|
|
|
479,870
|
|
|
—
|
|
|
7,213,077
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
432,583
|
|
|
466,331
|
|
|
78,301
|
|
|
—
|
|
|
977,215
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
4,827,084
|
|
|
955,407
|
|
|
(5,782,491
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
10,093
|
|
|
—
|
|
|
—
|
|
|
10,093
|
|
||||||
Total Stockholders' Equity
|
3,029,558
|
|
|
444,550
|
|
|
3,401,123
|
|
|
1,779,378
|
|
|
(5,625,051
|
)
|
|
3,029,558
|
|
||||||
|
$
|
3,029,558
|
|
|
$
|
7,862,510
|
|
|
$
|
10,223,692
|
|
|
$
|
4,011,796
|
|
|
$
|
(11,407,454
|
)
|
|
$
|
13,720,102
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
|
|
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
|
|
|
3,874,647
|
|
|
667,760
|
|
|
—
|
|
|
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
|
|
|
$
|
7,704,982
|
|
|
$
|
3,529,283
|
|
|
$
|
(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 current 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
|
|
|
597,523
|
|
|
1,405,689
|
|
|
(2,395,787
|
)
|
|
2,459,061
|
|
||||||
|
$
|
2,459,061
|
|
|
$
|
5,680,145
|
|
|
$
|
7,704,982
|
|
|
$
|
3,529,283
|
|
|
$
|
(8,367,242
|
)
|
|
$
|
11,006,229
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
1,027,573
|
|
|
$
|
10,432,088
|
|
|
$
|
4,329,972
|
|
|
$
|
—
|
|
|
$
|
15,789,633
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
848,739
|
|
|
9,135,305
|
|
|
4,006,141
|
|
|
—
|
|
|
13,990,185
|
|
||||||
Depreciation and amortization
|
—
|
|
|
19,466
|
|
|
483,106
|
|
|
93,610
|
|
|
—
|
|
|
596,182
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
195,093
|
|
|
158,064
|
|
|
23,972
|
|
|
—
|
|
|
377,129
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
329,027
|
|
|
(2,048
|
)
|
|
27,282
|
|
|
—
|
|
|
354,261
|
|
||||||
Expense allocations
|
—
|
|
|
(374,970
|
)
|
|
353,628
|
|
|
21,342
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
1,017,355
|
|
|
10,128,055
|
|
|
4,172,347
|
|
|
—
|
|
|
15,317,757
|
|
||||||
Income before Income Taxes
|
—
|
|
|
10,218
|
|
|
304,033
|
|
|
157,625
|
|
|
—
|
|
|
471,876
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(3,521
|
)
|
|
(143,452
|
)
|
|
50,409
|
|
|
—
|
|
|
(96,564
|
)
|
||||||
Equity in Net Income of Subsidiaries
|
567,885
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(567,885
|
)
|
|
—
|
|
||||||
Net income
|
567,885
|
|
|
13,739
|
|
|
447,485
|
|
|
107,216
|
|
|
(567,885
|
)
|
|
568,440
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
555
|
|
|
—
|
|
|
—
|
|
|
555
|
|
||||||
Net income attributable to Aramark stockholders
|
567,885
|
|
|
13,739
|
|
|
446,930
|
|
|
107,216
|
|
|
(567,885
|
)
|
|
567,885
|
|
||||||
Other comprehensive income (loss), net of tax
|
32,537
|
|
|
43,686
|
|
|
3,178
|
|
|
(36,776
|
)
|
|
(10,088
|
)
|
|
32,537
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
$
|
600,422
|
|
|
$
|
57,425
|
|
|
$
|
450,108
|
|
|
$
|
70,440
|
|
|
$
|
(577,973
|
)
|
|
$
|
600,422
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
|
|
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)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
111,541
|
|
|
$
|
690,218
|
|
|
$
|
311,179
|
|
|
$
|
(65,587
|
)
|
|
$
|
1,047,351
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(13,133
|
)
|
|
(532,923
|
)
|
|
(82,548
|
)
|
|
—
|
|
|
(628,604
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
2,252
|
|
|
4,301
|
|
|
3,938
|
|
|
—
|
|
|
10,491
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(2,381,800
|
)
|
|
244,581
|
|
|
(103,065
|
)
|
|
—
|
|
|
(2,240,284
|
)
|
||||||
Other investing activities
|
—
|
|
|
(3,095
|
)
|
|
328
|
|
|
(4,112
|
)
|
|
—
|
|
|
(6,879
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(2,395,776
|
)
|
|
(283,713
|
)
|
|
(185,787
|
)
|
|
—
|
|
|
(2,865,276
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
3,012,072
|
|
|
—
|
|
|
165,241
|
|
|
—
|
|
|
3,177,313
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(833,854
|
)
|
|
(28,142
|
)
|
|
(111,693
|
)
|
|
—
|
|
|
(973,689
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
(254,200
|
)
|
|
—
|
|
|
(254,200
|
)
|
||||||
Payments of dividends
|
—
|
|
|
(103,115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103,115
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
21,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,507
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(24,410
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,410
|
)
|
||||||
Other financing activities
|
—
|
|
|
(45,905
|
)
|
|
(2,958
|
)
|
|
(390
|
)
|
|
—
|
|
|
(49,253
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
197,144
|
|
|
(383,074
|
)
|
|
120,343
|
|
|
65,587
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
2,223,439
|
|
|
(414,174
|
)
|
|
(80,699
|
)
|
|
65,587
|
|
|
1,794,153
|
|
||||||
(Decrease) increase in cash and cash equivalents
|
—
|
|
|
(60,796
|
)
|
|
(7,669
|
)
|
|
44,693
|
|
|
—
|
|
|
(23,772
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
111,512
|
|
|
37,513
|
|
|
89,767
|
|
|
—
|
|
|
238,797
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
50,716
|
|
|
$
|
29,844
|
|
|
$
|
134,460
|
|
|
$
|
—
|
|
|
$
|
215,025
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
|
|
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
|
|
|
|
|
|
Additions
|
|
Reductions
|
|
|
||||||||
|
|
Balance,
Beginning of
Period
|
|
Charged to
Income
|
|
Deductions
from
Reserves
(1)
|
|
Balance,
End of
Period
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2018
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
53,416
|
|
|
$
|
22,009
|
|
|
$
|
22,743
|
|
|
$
|
52,682
|
|
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
|
|
(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
|
|
|
|
4.6
|
|
|
|
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†
|
|
|
|
10.90†
|
|
|
|
10.91†
|
|
|
|
10.92†
|
|
|
|
10.93†
|
|
|
|
10.94†
|
|
|
|
10.95†
|
|
|
|
10.96
|
|
|
|
10.97
|
|
|
|
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.
|
I.
|
Introduction
|
II.
|
Eligibility
|
III.
|
Overall Structure
|
A.
|
A Plan participant’s target bonus award will be based upon the “guideline” or percentage of base salary for each eligible participant.
|
B.
|
Unless otherwise determined by the Administrator, target bonus awards will be determined by performance during the fiscal year as measured by the following:
|
1.
|
Financial Objective
. 90% of a participant’s target bonus shall be based on the achievement of financial measures as described below (the “Financial Objective Target Bonus”).
|
a.
|
For the Chairman, President and Chief Executive Officer and career bands 1 and 2 participants, the Financial Objective Target Bonus shall be based on the following financial measures in the proportions relative to the overall target bonus indicated in parentheses:
|
(1)
|
Attainment of AOI targets by the business to which the participant is assigned (40%);
|
(2)
|
Attainment of revenue targets by the business to which the participant is assigned (25%); and
|
(3)
|
Attainment of free cash flow targets by the business to which the participant is assigned (25%).
|
b.
|
For career band 3 participants, the Financial Objective Target Bonus shall be based on the following financial measures in the proportions relative to the overall target bonus indicated in parentheses:
|
(1)
|
Attainment of AOI targets by the business to which the participant is assigned. (50%); and
|
(2)
|
Attainment of revenue targets by the business to which the participant is assigned. (40%).
|
2.
|
Individual Objective
.
10% of a participants’ target bonus shall be based on individual or team measures the plan participant is expected to attain during the fiscal year (the “Individual Objective Target Bonus”).
|
C.
|
The apportionment of the target bonus award components is reflected in this diagram:
|
D.
|
Notwithstanding the foregoing, the Administrator may vary the target bonus opportunity percentages from those set forth above and may also determine to utilize other Performance Measures for purposes of setting the target bonus opportunities.
|
IV.
|
Determination of Bonus Targets - Financial Objective
|
A.
|
For purposes of determining Financial Objective Target Bonuses, financial measures are defined as follows:
|
1.
|
“
Revenue
”
means sales as reported internally to Corporate Accounting and used for external financial reporting.
|
2.
|
“
AOI”
means adjusted operating income inclusive of Corporate and other overhead allocations determined pursuant to the Corporation’s accounting policies and procedures.
|
3.
|
“
Free
Cash Flow
” means an amount equal to operating cash flow
minus
capital spending.
|
B.
|
If these definitions differ from those included within the final year-end financial statements of the business, the definitions which were used in establishing the relevant targets will be used to evaluate achievement under this Plan.
|
V.
|
Determination of Bonus Awards - Financial Objective
|
A.
|
For all financial measures, bonus awards under the financial objective component of this Plan (the “Financial Objective Bonus Award”) vary as financial measure targets are over or under achieved. The minimum bonus award, generally equal to 25% of the Financial Objective Target Bonus, unless otherwise determined by the Administrator, is awarded provided a minimally acceptable "threshold" level of performance of financial measures is achieved (i.e., no bonus will be awarded for performance below the threshold for that metric.). Financial Objective Bonus Awards may increase from the minimum financial objective bonus award to the Financial Objective Target Bonus amount if financial measure targets are achieved
fully
and may increase up to a maximum ("ceiling") of 150% to 200% of the Financial Objective Bonus Target if performance increasingly exceeds the target levels.
|
B.
|
Financial Objective Bonus Awards for performance between threshold and ceiling will be computed by interpolating between either: (1) the threshold and target awards, or (2) the target and ceiling awards, as appropriate.
|
C.
|
The levels for threshold and maximum Financial Objective Bonus Awards (referred to as the "leverage curve"), may vary among organizations as determined by the Administrator, reflecting financial volatility resulting from the magnitude of the unit's business plan. For example, a lower volatility business may begin to provide Financial Objective Bonus Awards at 90% of target attainment, while a higher volatility business may begin to provide Financial Objective Bonus Awards at 85% of target attainment.
|
VI.
|
Determination of Individual Objective and Related Bonus Awards
|
A.
|
Generally, individual measures will be established for each participant at the start of the fiscal year. The individual measures will not duplicate the measures of annual financial performance addressed under the financial objective of this Plan. Rather, they will address those concerns which most contribute to the business gaining a sustainable competitive advantage. Attainment of these individual measures is measured for and during the fiscal year for which they are set. Unplanned objectives that emerge during the fiscal year and which take priority over the planned objectives may be added (or substituted) as appropriate.
|
B.
|
Bonus awards under the individual objective component of this Plan (the “Individual Objective Bonus Award”) will be awarded at target if performance
fully
meets the target individual measures defined in the individual objective. If performance differs from these target measures, the Individual Objective Bonus Award will vary proportionally with performance, from 0% to 150% of the Individual Objective Target Bonus.
|
VII.
|
Total Plan Bonus Award.
|
VIII.
|
Payment of Bonus Awards
|
A.
|
Final Bonus Awards are paid (minus appropriate tax withholdings), and after taking into account any adjustments pursuant to the Plan, as soon as practicable after receipt of the audited fiscal year-end financial reports, but in no event more than 2.5 months after the end of the calendar year in which it was earned.
|
B.
|
Except in cases of voluntary or involuntary termination (discussed in 2 below), the following provisions apply:
|
1.
|
If a participant has worked at least 6 months, but less than the entire relevant fiscal year and is still employed at the end of the bonus (fiscal) year, the participant will receive a pro-rata share of the Final Bonus Award (e.g., if the participant has worked for 9 months in the relevant fiscal year, 75% of the Final Bonus Award will be payable).
|
2.
|
If the participant has served in two or more components or units covered by this plan, the Financial Objective Bonus Award and Individual Objective Bonus Award will be calculated on full year results for the portion of the year served in each component or unit.
|
3.
|
If the participant was promoted during the year and his or her guideline bonus amount changed, the Financial Objective Target Bonus and Individual Objective Target Bonus for such participant will be prorated. However, if the participant remains in the same position with essentially the same duties and responsibilities, and the participant's guideline amount changed during the fiscal year, the guideline amount at year end will be used in determining the Financial Objective Target Bonus and Individual Objective Target Bonus for the entire year.
|
C.
|
No Final Bonus Award is payable to a participant whose employment terminates, voluntarily or involuntarily, prior to completion of the bonus (fiscal) year except in the event that the participant becomes permanently disabled, retires having reached the age of 60 with at least five years of service or dies while employed. Exceptions in certain cases of involuntary termination may be granted with prior approval of the Administrator. If a participant becomes permanently disabled, retires having reached the age of 60 with at least five years of service, or dies while employed, he or she will be entitled to receive a pro-rata share of his or her Final Bonus Award at the same time as Final Bonus Awards are otherwise payable to active employees.
|
D.
|
A participant whose employment terminates after the close of the bonus year but before awards are paid will be eligible to receive the Financial Objective Bonus Award. Any Individual Objective Bonus Award in the case of such terminations may be payable at the discretion of the Administrator.
|
E.
|
In no case, however, will a Final Bonus Award be made to an individual whose employment is terminated at any time for “cause," as defined in the plan participant’s Agreement Relating to Employment and Post Employment Competition.
|
IX.
|
Deferral
|
X.
|
Administration
|
A.
|
This Plan is intended to be provide for compensation that is exempt from the requirements of Section 409A. The Administrator is the sole interpreter and arbiter of the provisions of this Plan and has the right to amend, withdraw, or revoke them before the beginning of any fiscal year or to grant specific exceptions with respect to participants.
|
B.
|
In administering this Plan, the Administrator has the final authority to adjust financial performance standards or actual results for unusual non-recurring income, expense or balance sheet items (e.g., non-operating gains/losses, acquisitions, divestitures) so that comparisons between actual and planned performance are consistent.
|
C.
|
Objectives and formulas for all portions of this Plan must be approved by the Administrator. The Administrator must approve any unplanned objectives or other Performance Measures added during the year.
|
D.
|
Final Bonus Awards for the Chief Executive Officer, his direct reports and Aramark executive officers are reviewed and approved by the Compensation Committee (or any designated sub-committee thereof). Final Bonus Awards for other participants (other than executive officers) may be approved by the Chief Executive Officer or the Executive Vice President, Human Resources.
|
A.
|
“
Administrator
” means (i) the Compensation Committee, with respect to actions under this Plan related to the Chief Executive Officer or his direct reports or (ii) the Chief Executive Officer, with respect to actions under this Plan related to Plan participants other than the Chief Executive Officer or his direct reports.
|
B.
|
“
Performance Measures
” means the achievement of, one or more of the following measures (all capitalized terms not defined herein shall have the meanings contained in Aramark’s audited financial statements as such terms and definitions may be expressly modified and established by the Compensation Committee with respect to the relevant performance period): (1) Earnings Before Interest and Taxes (“
EBIT
”), (2) Return on Net Assets (“
RONA
”), (3) Net Income, (4) After Tax Return on Investment (“
ATROI
”), (5) Sales, (6) Revenues, (7) Earnings Per Share, (8) Total Shareholder Return, (9) Return on Equity (“
ROE
”), (10) Return on Investment (“
ROI
”), (11) Total Business Return, (12) Return on Gross Investment (“
ROGI
”), (13) Operating Cash Flow, (14) Free Cash Flow, (15) Operating Income, (16) Pretax Income, (17) stock price appreciation, (18) Earnings Before Interest, Taxes, Depreciation and Amortization (“
EBITDA
”) or (19) Margin based upon any of EBIT, Operating Income, Pretax Income, EBITDA or any other profit measure. The Performance Measures may be based on absolute Aramark performance, absolute performance of any member of the Aramark Group, or any combination of the members of the Aramark Group, or any of the foregoing’s performance relative to a peer group or other external measure of selected performance.
|
Subsidiary
|
|
Jurisdiction of Formation
|
United States:
|
|
|
1
st
& Fresh, LLC
|
|
Delaware
|
Active Industrial Uniform Co. Inc.
|
|
New York
|
Alcatraz Hospitality, LLC
|
|
Delaware
|
American Snack & Beverage, LLC
|
|
Florida
|
American Uniform Co.
|
|
Minnesota
|
AmeriPride Services Inc.
|
|
Delaware
|
AMP Limited Partnership
|
|
Minnesota
|
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 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 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
|
Avendra, LLC
|
|
Delaware
|
Avendra Gaming, LLC
|
|
Delaware
|
Avendra Replenishment, LLC
|
|
Delaware
|
Brand Coffee Service, Inc.
|
|
Texas
|
BuyEfficient, LLC
|
|
Delaware
|
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
|
Guaranty Energy Group 1981
|
|
Montana
|
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
|
Wilderness River Adventures, LLC
|
|
Delaware
|
Yosemite Hospitality, LLC
|
|
Delaware
|
|
|
|
International:
|
|
|
AIL Servicos Alimenticios e Participacoes Ltda.
|
|
Brazil
|
AIM Services Co. Ltd.
|
|
Japan
|
Aramark (BVI) Limited
|
|
British Virgin Islands
|
Aramark B.V.
|
|
Netherlands
|
Aramark Canada Ltd.
|
|
Canada
|
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 Defence Services Limited
|
|
United Kingdom
|
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 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 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 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, S.R.O.
|
|
Czech Republic
|
Aramark/Dasko Restaurant and Catering Services S.A.
|
|
Greece
|
ARAMONT Company Ltd.
|
|
Bermuda
|
Avendra Canada Inc.
|
|
Canada
|
Avoca Handweavers Limited
|
|
Ireland
|
Avoca Handweavers NI Limited
|
|
United Kingdom
|
Avoca Handweavers Shops Limited
|
|
Ireland
|
Avoca Handweavers UK Limited
|
|
United Kingdom
|
Beijing Golden Collar Dining Ltd.
|
|
China
|
Campbell Catering (Belfast) Ltd.
|
|
Northern Ireland
|
Campbell Catering (N.I.) Ltd.
|
|
Northern Ireland
|
Campbell Catering Holdings Limited
|
|
Ireland
|
Campbell Catering Ltd.
|
|
Ireland
|
Campbell Catering Services
|
|
Ireland
|
Canadian Linen and Uniform Service Co.
|
|
Canada
|
Canadian Uniform Limited
|
|
Canada
|
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
|
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
|
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
|
Nissho Linen
|
|
Japan
|
Orange Support Services Limited
|
|
United Kingdom
|
Pelican Procurement Services Limited
|
|
United Kingdom
|
Premier Management Company (Dublin) Limited
|
|
Ireland
|
Quebec Linge Co.
|
|
Canada
|
Seguricorp Servicios S.A.
|
|
Chile
|
Spokesoft Technologies Limited
|
|
Ireland
|
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
|