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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2400 Market Street
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19103
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Philadelphia,
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Pennsylvania
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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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Trading Symbol(s)
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Name of Each Exchange on which Registered
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Common Stock,
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par value $0.01 per share
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ARMK
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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TABLE OF CONTENTS
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Reportable Segments:
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FSS United States
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FSS International
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Uniform
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FY 2019 Revenue(a):
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$
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9,898.6
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$
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3,742.9
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$
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2,585.8
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FY 2019 Operating Income(a):
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$
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716.8
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$
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142.7
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$
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191.3
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Services:
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Food, hospitality and facilities
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Food, hospitality and facilities
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Rental, sale and maintenance of uniform apparel and other items
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Sectors:
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Business & industry, sports, leisure & corrections, education, healthcare and facilities and other
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Business & industry, sports, leisure & corrections, education, healthcare and facilities and other
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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 $159.6 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;
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•
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financial strength and stability; and
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•
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purchasing scale.
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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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requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
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restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
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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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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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incur additional indebtedness, refinance or restructure indebtedness or issue certain preferred shares;
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pay dividends on, repurchase or make distributions in respect of our capital stock, make unscheduled payments on our notes, repurchase or redeem our senior notes or make other restricted payments;
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make certain investments;
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sell certain assets;
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create liens;
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consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
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enter into certain transactions with our affiliates.
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quarterly variations in our results of operations;
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results of operations that vary from the expectations of securities analysts and investors;
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results of operations that vary from those of our competitors;
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changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
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announcements by us, our competitors or our vendors of significant contracts, acquisitions, divestitures, joint marketing relationships, joint ventures or capital commitments;
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announcements by third parties of significant claims or proceedings against us;
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future sales of our common stock;
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general domestic and international economic conditions; and
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unexpected and sudden changes in senior management.
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the ability of our board of directors to issue one or more series of preferred stock;
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advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;
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certain limitations on convening special stockholder meetings;
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the removal of directors only upon the affirmative vote of the holders of at least 75% in voting power of all the then-outstanding common stock of the company entitled to vote thereon, voting together as a single class; and
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that certain provisions may be amended only by the affirmative vote of the holders of at least 75% in voting power of all the then-outstanding common stock of the company entitled to vote thereon, voting together as a single class.
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Name
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Age
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Position
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With Aramark Since
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John J. Zillmer
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64
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Chief Executive Officer
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2019
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Stephen P. Bramlage, Jr.
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49
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Executive Vice President and Chief Financial Officer
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2015
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Lynn B. McKee
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64
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Executive Vice President, Human Resources
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1980
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Lauren A. Harrington
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44
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Senior Vice President and General Counsel
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2006
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Keith Bethel
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52
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Chief Growth Officer
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1991
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Marc A. Bruno
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48
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Chief Operating Office, U.S. Food and Facilities
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1993
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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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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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September 27, 2019
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Aramark
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$100.0
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$116.6
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$143.8
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$153.6
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$162.7
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$162.7
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S&P 500
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$100.0
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$102.9
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$110.2
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$128.0
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$148.1
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$150.5
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Dow Jones Consumer Non-Cyclical Index
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$100.0
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$115.2
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$117.9
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$131.8
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$169.9
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$171.7
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(dollars in millions, except per share amounts)
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Fiscal Year Ended on or near
September 30(1)
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2019(2)(3)
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2018(3)(4)
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2017(4)
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2016(4)
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2015(4)
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Income Statement Data:
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Revenue
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$
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16,227.3
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$
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15,789.6
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$
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14,604.4
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$
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14,415.8
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$
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14,329.1
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Depreciation and amortization
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592.6
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596.2
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508.2
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495.8
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504.0
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|||||
Operating income
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891.2
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818.4
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801.6
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741.4
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625.2
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|||||
Interest and Other Financing Costs, net
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335.0
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346.6
|
|
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280.9
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310.5
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|
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283.2
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|||||
Net income(5)
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448.5
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568.4
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374.2
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288.2
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237.0
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|||||
Net income attributable to Aramark stockholders(5)
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448.5
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567.9
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373.9
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287.8
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235.9
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Basic earnings per share attributable to Aramark stockholders(5)
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$1.82
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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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Diluted earnings per share attributable to Aramark stockholders(5)
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$1.78
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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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Cash dividends declared per common share
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$0.44
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$0.43
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$0.41
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$0.39
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$0.35
|
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Balance Sheet Data (at period end):
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||||||||||
Total Assets
|
|
$
|
13,736.3
|
|
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$
|
13,720.1
|
|
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$
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11,006.2
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$
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10,582.1
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$
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10,196.4
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Long-Term Borrowings
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6,612.2
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7,213.1
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5,190.3
|
|
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5,223.5
|
|
|
5,184.6
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|
|||||
Stockholders' Equity
|
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3,320.0
|
|
|
3,029.6
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|
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2,459.1
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|
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2,161.0
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1,883.4
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(1)
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Our fiscal year ends on the Friday nearest to September 30th. Fiscal years 2019, 2018, 2017, 2016 and 2015 refer to the fiscal years ended September 27, 2019, September 28, 2018, September 29, 2017, September 30, 2016 and October 2, 2015, respectively. All periods presented were fifty-two week years.
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(2)
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Includes impact of the adoption of Accounting Standards Codification 606, Revenue from Contracts with Customers, and the sale of our Healthcare Technologies business in the first quarter of fiscal 2019 (see Notes 7 and 2, respectively, to the audited consolidated financial statements).
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(3)
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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 issued 5.000% Senior Notes due 2028.
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(4)
|
Operating income and Interest and Other Financing Costs, net were restated to reflect the adoption of Accounting Standards Update 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (see Note 1 to the audited consolidated financial statements).
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(5)
|
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 non cash tax benefit of approximately $237.8 million recorded in fiscal 2018 to the provision (benefit) for income taxes on the Consolidated Statements of Income.
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•
|
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 a majority 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, Canada, Puerto Rico and through a joint venture in Japan, including the manufacturing, transportation, construction, restaurant and hotel, healthcare and pharmaceutical industries.
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|
|
Fiscal Year Ended
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|
|
|
|
|||||||||
|
|
September 27, 2019
|
|
September 28, 2018
|
|
$
|
|
%
|
|||||||
Revenue
|
|
$
|
16,227.3
|
|
|
$
|
15,789.6
|
|
|
$
|
437.7
|
|
|
3
|
%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
|
14,532.7
|
|
|
13,997.9
|
|
|
534.8
|
|
|
4
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%
|
|||
Other operating expenses
|
|
959.7
|
|
|
973.3
|
|
|
(13.6
|
)
|
|
(1
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)%
|
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Gain on sale of Healthcare Technologies
|
|
(156.3
|
)
|
|
—
|
|
|
(156.3
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)
|
|
—
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%
|
|||
|
|
15,336.1
|
|
|
14,971.2
|
|
|
364.9
|
|
|
2
|
%
|
|||
Operating income
|
|
891.2
|
|
|
818.4
|
|
|
72.8
|
|
|
9
|
%
|
|||
Interest and Other Financing Costs, net
|
|
335.0
|
|
|
346.6
|
|
|
(11.6
|
)
|
|
(3
|
)%
|
|||
Income Before Income Taxes
|
|
556.2
|
|
|
471.8
|
|
|
84.4
|
|
|
18
|
%
|
|||
Provision (Benefit) for Income Taxes
|
|
107.7
|
|
|
(96.6
|
)
|
|
204.3
|
|
|
(212
|
)%
|
|||
Net income
|
|
$
|
448.5
|
|
|
$
|
568.4
|
|
|
$
|
(119.9
|
)
|
|
(21
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)%
|
|
|
Fiscal Year Ended
|
|
|
|
|
|||||||||
Revenue by Segment(1)
|
|
September 27, 2019
|
|
September 28, 2018
|
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$
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%
|
|||||||
FSS United States
|
|
$
|
9,898.6
|
|
|
$
|
10,137.8
|
|
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$
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(239.2
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)
|
|
(2
|
%)
|
FSS International
|
|
3,742.9
|
|
|
3,655.8
|
|
|
87.1
|
|
|
2
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%
|
|||
Uniform
|
|
2,585.8
|
|
|
1,996.0
|
|
|
589.8
|
|
|
30
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%
|
|||
|
|
$
|
16,227.3
|
|
|
$
|
15,789.6
|
|
|
$
|
437.7
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Fiscal Year Ended
|
|
|
|||||||||||
Operating Income by Segment(1)
|
|
September 27, 2019
|
|
September 28, 2018
|
|
$
|
|
%
|
|||||||
FSS United States
|
|
$
|
716.8
|
|
|
$
|
682.7
|
|
|
$
|
34.1
|
|
|
5
|
%
|
FSS International
|
|
142.7
|
|
|
142.2
|
|
|
0.5
|
|
|
—
|
%
|
|||
Uniform
|
|
191.3
|
|
|
181.4
|
|
|
9.9
|
|
|
5
|
%
|
|||
Corporate
|
|
(159.6
|
)
|
|
(187.9
|
)
|
|
28.3
|
|
|
(15
|
%)
|
|||
|
|
$
|
891.2
|
|
|
$
|
818.4
|
|
|
$
|
72.8
|
|
|
9
|
%
|
•
|
growth in our FSS International segment (approximately 2%) and our Uniform segment (approximately 1%);
|
•
|
growth in the Sports, Leisure & Corrections sector in our FSS United States segment (approximately 1%);
|
•
|
the adoption of the new revenue recognition standard mainly from certain fees previously recognized as a reduction to “Cost of services provided,” that are now recognized in “Revenue" in our Uniform segment (approximately 2%); and
|
•
|
growth due to the Avendra and AmeriPride acquisitions (approximately 1%); which more than offset
|
•
|
the effect of the divestiture of HCT (approximately -2%); and
|
•
|
the negative impact of foreign currency translation (approximately -2%).
|
|
|
Fiscal Year Ended
|
||||||||||||
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||||
Cost of services provided
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
||||||
FSS United States
|
|
$
|
8,851.5
|
|
|
89
|
%
|
|
$
|
8,956.9
|
|
|
88
|
%
|
FSS International
|
|
3,517.1
|
|
|
94
|
%
|
|
3,428.8
|
|
|
94
|
%
|
||
Uniform
|
|
2,164.1
|
|
|
84
|
%
|
|
1,612.2
|
|
|
81
|
%
|
||
|
|
$
|
14,532.7
|
|
|
90
|
%
|
|
$
|
13,997.9
|
|
|
89
|
%
|
|
|
Fiscal Year Ended
|
||||
Cost of services provided components
|
|
September 27, 2019
|
|
September 28, 2018
|
||
Food and support service costs
|
|
28
|
%
|
|
26
|
%
|
Personnel costs
|
|
47
|
%
|
|
47
|
%
|
Other direct costs
|
|
25
|
%
|
|
27
|
%
|
|
|
100
|
%
|
|
100
|
%
|
•
|
a gain from the divestiture of the HCT business (approximately $156.3 million);
|
•
|
an increase in profit related to the acquisitions of Avendra and AmeriPride and lower merger and integration costs (approximately $41.1 million);
|
•
|
a decrease in share-based compensation expense primarily related to an increase in the prior year actual and expected attainment percentages related to the fiscal 2016 and fiscal 2017 Performance Stock Unit ("PSU") grants, respectively, and a decrease in the actual and expected attainment percentages in the current year related to the fiscal 2017 and fiscal 2018 PSU grants, respectively, (approximately $33.0 million);
|
•
|
lower severance and consulting costs related to streamlining initiatives (approximately $22.2 million);
|
•
|
an increase in profit in the Sports, Leisure and Corrections sector in our FSS United States segment, including income relating to the recovery of our investment (possessory interest) at one of the National Park Service ("NPS") sites (approximately $16.2 million); partially offset by
|
•
|
higher personnel costs, including employee incentive expenses related to the annual bonus (approximately $87.6 million) and employer retirement matching contributions (approximately $12.4 million) and expenses for employee reinvestments funded by benefits from U.S. tax reform (approximately $74.9 million);
|
•
|
profit decline in the Business & Industry sector and from the divestiture of HCT (approximately $30.2 million);
|
•
|
charges related to certain legal settlements (approximately $27.9 million);
|
•
|
non cash impairment charges related to various assets (approximately $14.8 million);
|
•
|
cash compensation charges related to the retirement of our former chief executive officer (approximately $10.4 million);
|
•
|
closing costs mainly related to customer contracts within our FSS International segment (approximately $10.3 million); and
|
•
|
advisory, legal and other professional fees related to the Mantle Ridge Group (approximately $7.7 million).
|
|
|
Fiscal Year Ended
|
|
Change
|
|||||||
|
|
September 27, 2019
|
|
September 28, 2018
|
|
%
|
|||||
Business & Industry
|
|
$
|
1,587.0
|
|
|
$
|
1,550.6
|
|
|
2
|
%
|
Education
|
|
3,228.8
|
|
|
3,239.6
|
|
|
—
|
%
|
||
Healthcare
|
|
933.5
|
|
|
1,292.1
|
|
|
(28
|
)%
|
||
Sports, Leisure & Corrections
|
|
2,557.5
|
|
|
2,445.1
|
|
|
5
|
%
|
||
Facilities & Other
|
|
1,591.8
|
|
|
1,610.4
|
|
|
(1
|
)%
|
||
|
|
$
|
9,898.6
|
|
|
$
|
10,137.8
|
|
|
(2
|
)%
|
•
|
a decrease in Healthcare sector revenue resulting from the divestiture of HCT (approximately -29% of Healthcare sector); and
|
•
|
a decrease in Facilities & Other sector revenue resulting from a decline in base business within our facilities business; which more than offset
|
•
|
an increase in Sports, Leisure & Corrections sector revenue resulting from new business and base business growth in stadiums and arenas; and
|
•
|
an increase in Business & Industry sector revenue resulting from new business and base business growth.
|
•
|
a gain from the divestiture of the HCT business (approximately $156.3 million);
|
•
|
an increase in profit in the Sports, Leisure and Corrections sector, including income relating to the recovery of our investment (possessory interest) at one of the NPS sites (approximately $16.2 million);
|
•
|
lower severance charges related to streamlining initiatives (approximately $9.3 million); and
|
•
|
an increase in profit related to the acquisition of Avendra and lower merger and integration costs (approximately $7.9 million); which more than offset
|
•
|
higher personnel costs, including employee incentive expenses related to the annual bonus (approximately $45.0 million) and employer retirement matching contributions (approximately $7.8 million) and expenses for employee reinvestments funded by benefits from U.S. tax reform (approximately $58.7 million);
|
•
|
profit decline in the Business & Industry sector and from the divestiture of HCT (approximately $30.2 million);
|
•
|
charges related to certain legal settlements (approximately $11.1 million); and
|
•
|
non cash impairment charges related to various assets ($11.1 million).
|
•
|
revenue growth across all regions; partially offset by
|
•
|
the negative impact of foreign currency translation (approximately 7%).
|
•
|
profit growth in Germany, Canada, China, South America and our 50% joint venture ownership in AIM Services Co. Ltd. in Japan;
|
•
|
prior year charges related to a joint venture partner liquidation and related acquisition (approximately $7.5 million); and
|
•
|
lower severance costs related to streamlining initiatives (approximately $4.3 million); partially offset by
|
•
|
higher personnel costs, including employee incentive expenses related to the annual bonus (approximately $24.4 million);
|
•
|
closing costs mainly related to customer contracts (approximately $10.3 million); and
|
•
|
the negative impact of foreign currency translation (approximately $3.4 million).
|
•
|
profit growth related to the acquisition of AmeriPride and our legacy uniform rental business;
|
•
|
lower merger and integration related costs from the AmeriPride acquisition (approximately $8.0 million); and
|
•
|
a prior year environmental reserve related to a reassessment of the monitoring period of respective sites (approximately $5.0 million); which more than offset
|
•
|
higher personnel costs, including employee incentive expenses related to the annual bonus ($13.6 million) and employer retirement matching contributions (approximately $4.7 million) and expenses for employee reinvestments funded by benefits from U.S. tax reform (approximately $14.4 million);
|
•
|
charges related to certain legal settlements (approximately $5.1 million);
|
•
|
non cash impairment charges (approximately $3.7 million); and
|
•
|
income received in fiscal 2018 as a result of favorable loss experience in older insurance years under our casualty insurance program (approximately $3.4 million).
|
•
|
a decrease in share-based compensation expense primarily related to an increase in the prior year actual and expected attainment percentages related to the fiscal 2016 and fiscal 2017 PSU grants, respectively, and a decrease in the actual
|
•
|
lower acquisition related costs from the Avendra and AmeriPride acquisitions (approximately $25.3 million); and
|
•
|
lower consulting costs (approximately $5.8 million); partially offset by
|
•
|
charges related to certain legal settlements (approximately $11.7 million);
|
•
|
cash compensation charges related to the retirement of our former chief executive officer (approximately $10.4 million);
|
•
|
advisory, legal and other professional fees related to the Mantle Ridge Group (approximately $7.7 million);
|
•
|
banker fees related to the divestiture of HCT (approximately $6.1 million);
|
•
|
higher personnel costs, including employee incentive expenses related to the annual bonus (approximately $4.6 million) and expenses for employee reinvestments funded by benefits from U.S. tax reform (approximately $1.4 million); and
|
•
|
the change in fair value of certain gasoline and diesel agreements (a loss of approximately $5.0 million).
|
|
Fiscal Year Ended
|
||||||
|
September 27, 2019
|
|
September 28, 2018
|
||||
Net cash provided by operating activities
|
$
|
984.2
|
|
|
$
|
1,051.9
|
|
Net cash used in investing activities
|
(209.5
|
)
|
|
(2,865.3
|
)
|
||
Net cash provided by (used in) financing activities
|
(734.9
|
)
|
|
1,794.2
|
|
•
|
Accrued expenses were a source of cash in fiscal 2019 compared to a use of cash in fiscal 2018 primarily due to higher accruals related to the annual bonus, legal settlements and payroll and benefits and the timing of deferred income and
|
•
|
Prepayments were a greater use of cash due to the timing of income tax payments; and
|
•
|
Accounts receivable were a greater use of cash due to the timing of collections and revenue growth.
|
•
|
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 related to the U.S. Term Loan B due 2025 and the 5.000% senior unsecured notes due 2028 (approximately $24.7 million).
|
|
|
Fiscal Year Ended
|
||||||
(in millions)
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Net income attributable to ASI stockholder
|
|
$
|
448.5
|
|
|
$
|
567.9
|
|
Interest and other financing costs, net
|
|
335.0
|
|
|
346.5
|
|
||
Provision (Benefit) for income taxes
|
|
107.7
|
|
|
(96.6
|
)
|
||
Depreciation and amortization
|
|
592.6
|
|
|
596.2
|
|
||
Share-based compensation expense(1)
|
|
55.3
|
|
|
88.3
|
|
||
Unusual or non-recurring (gains)/losses(2)
|
|
(156.3
|
)
|
|
—
|
|
||
Pro forma EBITDA for equity method investees(3)
|
|
8.1
|
|
|
15.2
|
|
||
Pro forma EBITDA for certain transactions(4)
|
|
21.5
|
|
|
58.6
|
|
||
Other(5)
|
|
253.5
|
|
|
151.7
|
|
||
Covenant Adjusted EBITDA
|
|
$
|
1,665.9
|
|
|
$
|
1,727.8
|
|
(1)
|
Represents share-based compensation expense resulting from the application of accounting for stock options, restricted stock units, performance stock units and deferred stock unit awards (see Note 11 to the audited consolidated financial statements).
|
(2)
|
Represents the gain from the divestiture of HCT.
|
(3)
|
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.
|
(4)
|
Represents the annualizing of net EBITDA from acquisitions and divestitures made during the period.
|
(5)
|
"Other" for the twelve months ended September 27, 2019 and September 28, 2018, respectively, includes expenses related to merger and integration related charges ($36.1 million and $78.1 million), adjustments to remove the impact attributable to the adoption of certain new accounting standards, including Accounting Standards Codification 606, Revenue from Contracts with Customers, in accordance with the Credit Agreement and indentures ($23.7 million and $7.7 million), organizational streamlining initiatives ($18.7 million and $36.6 million), duplicate rent charges, moving costs, opening costs to build out and ready the Company's new headquarters while occupying its then existing headquarters and closing costs ($8.2 million and $7.7 million), the impact of hyperinflation in Argentina ($4.9 million and $3.8 million), the impact of the change in fair value related to certain gasoline and diesel agreements ($4.7 million loss and $0.2 million gain) and other miscellaneous expenses. "Other" for the twelve months ended September 27, 2019 also includes compensation expense for employee reinvestments funded by benefits from U.S. tax reform ($74.9 million), charges related to certain legal settlements ($27.9 million), non cash impairment charges ($14.8 million), cash compensation charges associated with the retirement of the Company's former chief executive officer ($10.4 million), closing costs mainly related to customer contracts ($8.5 million), advisory fees related to shareholder matters ($7.7 million), banker fees and other charges related to the sale of HCT ($7.7 million) and settlement charges related to exiting a joint venture arrangement ($4.5 million). "Other" for the twelve months ended September 28, 2018 also includes property and other asset write-downs related to a joint venture liquidation and acquisition ($7.5 million) and certain environmental charges ($5.0 million).
|
|
Covenant
Requirements |
|
Actual
Ratios |
Consolidated Secured Debt Ratio(1)
|
5.125x
|
|
1.78x
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio)(2)
|
2.000x
|
|
5.02x
|
(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 our 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 include a similar requirement which is referred to as a Fixed Charge Coverage Ratio.
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations as of September 27, 2019
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Long-term borrowings(1)
|
|
$
|
6,571,716
|
|
|
$
|
38,607
|
|
|
$
|
92,211
|
|
|
$
|
2,169,447
|
|
|
$
|
4,271,451
|
|
Capital lease obligations
|
|
148,754
|
|
|
31,321
|
|
|
50,420
|
|
|
30,814
|
|
|
36,199
|
|
|||||
Estimated interest payments(2)
|
|
1,473,800
|
|
|
237,200
|
|
|
478,100
|
|
|
471,500
|
|
|
287,000
|
|
|||||
Operating leases and other noncancelable commitments
|
|
527,562
|
|
|
101,061
|
|
|
131,673
|
|
|
80,010
|
|
|
214,818
|
|
|||||
Purchase obligations(3)
|
|
595,289
|
|
|
248,926
|
|
|
158,449
|
|
|
63,031
|
|
|
124,883
|
|
|||||
Other liabilities(4)
|
|
270,100
|
|
|
58,800
|
|
|
32,000
|
|
|
14,000
|
|
|
165,300
|
|
|||||
|
|
$
|
9,587,221
|
|
|
$
|
715,915
|
|
|
$
|
942,853
|
|
|
$
|
2,828,802
|
|
|
$
|
5,099,651
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Amount of Commitment Expiration by Period
|
||||||||||||||||||
Other Commercial Commitments as of September 27, 2019
|
|
Total
Amounts
Committed
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Letters of credit
|
|
$
|
110,052
|
|
|
$
|
110,052
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Excludes the $48.3 million reduction to long-term borrowings from debt issuance costs and the increase of $10.0 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 27, 2019 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 2020 through 2025 is $6,496.2 million, $6,460.4 million, $6,414.7 million, $6,195.8 million, $4,956.9 million and $2,976.1 million, respectively. The weighted average interest rate of our existing debt obligations for each fiscal year from 2020 through 2025 is 3.65%, 3.67%, 3.75%, 4.04%, 4.46% and 4.59%, 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 to help finance improvements or renovations at the facilities in which we operate.
|
(4)
|
Includes certain unfunded employee retirement, legal settlement, CEO 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 27, 2019, there were no borrowings outstanding under the Receivables Facility due 2021.
|
|
|
|
|
Aramark
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ STEPHEN P. BRAMLAGE, JR.
|
|
|
|
|
Name:
|
|
Stephen P. Bramlage, Jr.
|
|
|
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
Name
|
|
Capacity
|
|
|
|
/s/ JOHN J. ZILLMER
|
|
Chief Executive Officer and Director
|
John J. Zillmer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ STEPHEN P. BRAMLAGE JR.
|
|
Executive Vice President and Chief Financial Officer
|
Stephen P. Bramlage, Jr.
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ SUSAN CAMERON
|
|
Director
|
Susan Cameron
|
|
|
|
|
|
/s/ CALVIN DARDEN
|
|
Director
|
Calvin Darden
|
|
|
|
|
|
/s/ RICHARD W. DREILING
|
|
Director
|
Richard W. Dreiling
|
|
|
|
|
|
/s/ IRENE M. ESTEVES
|
|
Director
|
Irene M. Esteves
|
|
|
|
|
|
/s/ DANIEL J. HEINRICH
|
|
Director
|
Daniel J. Heinrich
|
|
|
|
|
|
/s/ PAUL HILAL
|
|
Director
|
Paul Hilal
|
|
|
|
|
|
/s/ KAREN KING
|
|
Director
|
Karen King
|
|
|
|
|
|
/s/ STEPHEN I. SADOVE
|
|
Chairman, Director
|
Stephen I. Sadove
|
|
|
|
|
|
/s/ ART WINKLEBLACK
|
|
Director
|
Art Winkleblack
|
|
|
|
|
|
Page
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
•
|
evaluating the Company’s discount rate, by comparing it against a discount rate range that was independently developed using publicly available third-party market data for comparable entities, and
|
•
|
developing an estimate of the reporting unit’s fair value using the reporting unit’s cash flow forecast and an independently developed discount rate, and compared the results of our estimate of fair value to the Company’s fair value estimate.
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
246,643
|
|
|
$
|
215,025
|
|
Receivables (less allowances: 2019 - $49,566; 2018 - $52,682)
|
1,806,964
|
|
|
1,790,433
|
|
||
Inventories
|
411,319
|
|
|
724,802
|
|
||
Prepayments and other current assets
|
193,461
|
|
|
171,165
|
|
||
Total current assets
|
2,658,387
|
|
|
2,901,425
|
|
||
Property and Equipment, at cost:
|
|
|
|
||||
Land, buildings and improvements
|
947,522
|
|
|
901,874
|
|
||
Service equipment and fixtures
|
3,993,014
|
|
|
2,296,331
|
|
||
|
4,940,536
|
|
|
3,198,205
|
|
||
Less - Accumulated depreciation
|
(2,758,774
|
)
|
|
(1,820,111
|
)
|
||
|
2,181,762
|
|
|
1,378,094
|
|
||
Goodwill
|
5,518,800
|
|
|
5,610,568
|
|
||
Other Intangible Assets
|
2,033,566
|
|
|
2,136,844
|
|
||
Other Assets
|
1,343,806
|
|
|
1,693,171
|
|
||
|
$
|
13,736,321
|
|
|
$
|
13,720,102
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
69,928
|
|
|
$
|
30,907
|
|
Accounts payable
|
999,517
|
|
|
1,018,920
|
|
||
Accrued payroll and related expenses
|
509,617
|
|
|
422,299
|
|
||
Accrued expenses and other current liabilities
|
1,126,236
|
|
|
1,018,033
|
|
||
Total current liabilities
|
2,705,298
|
|
|
2,490,159
|
|
||
Long-Term Borrowings
|
6,612,239
|
|
|
7,213,077
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
1,088,822
|
|
|
977,215
|
|
||
Redeemable Noncontrolling Interest
|
9,915
|
|
|
10,093
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2019—282,919,536 shares and 2018—279,314,297; and outstanding: 2019—247,756,091 shares and 2018—246,744,438 shares)
|
2,829
|
|
|
2,793
|
|
||
Capital surplus
|
3,236,450
|
|
|
3,132,421
|
|
||
Retained earnings
|
1,107,029
|
|
|
710,519
|
|
||
Accumulated other comprehensive loss
|
(216,965
|
)
|
|
(91,223
|
)
|
||
Treasury stock (shares held in treasury: 2019—35,163,445 shares and 2018—32,569,859 shares)
|
(809,296
|
)
|
|
(724,952
|
)
|
||
Total stockholders' equity
|
3,320,047
|
|
|
3,029,558
|
|
||
|
$
|
13,736,321
|
|
|
$
|
13,720,102
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Revenue
|
$
|
16,227,341
|
|
|
$
|
15,789,633
|
|
|
$
|
14,604,412
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
Cost of services provided
|
14,532,662
|
|
|
13,997,911
|
|
|
12,995,403
|
|
|||
Depreciation and amortization
|
592,573
|
|
|
596,182
|
|
|
508,212
|
|
|||
Selling and general corporate expenses
|
367,256
|
|
|
377,129
|
|
|
299,170
|
|
|||
Gain on sale of Healthcare Technologies
|
(156,309
|
)
|
|
—
|
|
|
—
|
|
|||
|
15,336,182
|
|
|
14,971,222
|
|
|
13,802,785
|
|
|||
Operating income
|
891,159
|
|
|
818,411
|
|
|
801,627
|
|
|||
Interest and Other Financing Costs, net
|
334,987
|
|
|
346,535
|
|
|
280,985
|
|
|||
Income Before Income Taxes
|
556,172
|
|
|
471,876
|
|
|
520,642
|
|
|||
Provision (Benefit) for Income Taxes
|
107,706
|
|
|
(96,564
|
)
|
|
146,455
|
|
|||
Net income
|
448,466
|
|
|
568,440
|
|
|
374,187
|
|
|||
Less: Net income (loss) attributable to noncontrolling interest
|
(83
|
)
|
|
555
|
|
|
264
|
|
|||
Net income attributable to Aramark stockholders
|
$
|
448,549
|
|
|
$
|
567,885
|
|
|
$
|
373,923
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.82
|
|
|
$
|
2.31
|
|
|
$
|
1.53
|
|
Diluted
|
$
|
1.78
|
|
|
$
|
2.24
|
|
|
$
|
1.49
|
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
246,854
|
|
|
245,771
|
|
|
244,453
|
|
|||
Diluted
|
252,010
|
|
|
253,352
|
|
|
251,557
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Net income
|
$
|
448,466
|
|
|
$
|
568,440
|
|
|
$
|
374,187
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Pension plan adjustments
|
(22,594
|
)
|
|
20,647
|
|
|
19,992
|
|
|||
Foreign currency translation adjustments
|
(34,308
|
)
|
|
(31,253
|
)
|
|
5,903
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
(62,450
|
)
|
|
39,311
|
|
|
19,449
|
|
|||
Reclassification adjustments
|
(4,798
|
)
|
|
3,675
|
|
|
10,130
|
|
|||
Share of equity investee's comprehensive income (loss)
|
(1,592
|
)
|
|
157
|
|
|
1,549
|
|
|||
Other comprehensive income (loss), net of tax
|
(125,742
|
)
|
|
32,537
|
|
|
57,023
|
|
|||
Comprehensive income
|
322,724
|
|
|
600,977
|
|
|
431,210
|
|
|||
Less: Net income (loss) attributable to noncontrolling interest
|
(83
|
)
|
|
555
|
|
|
264
|
|
|||
Comprehensive income attributable to Aramark stockholders
|
$
|
322,807
|
|
|
$
|
600,422
|
|
|
$
|
430,946
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
448,466
|
|
|
$
|
568,440
|
|
|
$
|
374,187
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
592,573
|
|
|
596,182
|
|
|
508,212
|
|
|||
Deferred income taxes
|
40,503
|
|
|
(104,289
|
)
|
|
(37,856
|
)
|
|||
Share-based compensation expense
|
55,280
|
|
|
88,276
|
|
|
65,155
|
|
|||
Net gain on sale of Healthcare Technologies
|
(139,165
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts Receivable
|
(78,771
|
)
|
|
(45,891
|
)
|
|
(111,423
|
)
|
|||
Inventories
|
(49,732
|
)
|
|
(40,187
|
)
|
|
(21,147
|
)
|
|||
Prepayments and Other Current Assets
|
(37,854
|
)
|
|
42,450
|
|
|
95,536
|
|
|||
Accounts Payable
|
17,680
|
|
|
26,658
|
|
|
93,965
|
|
|||
Accrued Expenses
|
193,532
|
|
|
(111,386
|
)
|
|
26,804
|
|
|||
Payments made to clients on contracts (see Note 7)
|
(40,073
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in other noncurrent liabilities
|
18,904
|
|
|
1,576
|
|
|
31,959
|
|
|||
Changes in other assets
|
(41,436
|
)
|
|
(2,225
|
)
|
|
(9,342
|
)
|
|||
Other operating activities
|
4,320
|
|
|
32,271
|
|
|
36,776
|
|
|||
Net cash provided by operating activities
|
984,227
|
|
|
1,051,875
|
|
|
1,052,826
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment and other
|
(503,090
|
)
|
|
(628,604
|
)
|
|
(552,729
|
)
|
|||
Disposals of property and equipment
|
17,871
|
|
|
10,491
|
|
|
18,906
|
|
|||
Proceeds from divestitures
|
293,711
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of certain businesses, net of cash acquired
|
|
|
|
|
|
||||||
Working capital other than cash acquired
|
10,634
|
|
|
37,985
|
|
|
8,114
|
|
|||
Property and equipment
|
(3,320
|
)
|
|
(283,447
|
)
|
|
(2,273
|
)
|
|||
Additions to goodwill, other intangible assets and other assets, net
|
(52,177
|
)
|
|
(1,994,822
|
)
|
|
(147,963
|
)
|
|||
Proceeds from governmental agencies related to property and equipment
|
23,025
|
|
|
—
|
|
|
—
|
|
|||
Other investing activities
|
3,825
|
|
|
(6,879
|
)
|
|
(2,539
|
)
|
|||
Net cash used in investing activities
|
(209,521
|
)
|
|
(2,865,276
|
)
|
|
(678,484
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings
|
77,630
|
|
|
3,177,313
|
|
|
3,851,417
|
|
|||
Payments of long-term borrowings
|
(654,560
|
)
|
|
(973,689
|
)
|
|
(3,911,992
|
)
|
|||
Net change in funding under the Receivables Facility
|
—
|
|
|
(254,200
|
)
|
|
(13,800
|
)
|
|||
Payments of dividends
|
(108,439
|
)
|
|
(103,115
|
)
|
|
(100,813
|
)
|
|||
Proceeds from issuance of common stock
|
39,087
|
|
|
21,507
|
|
|
28,779
|
|
|||
Repurchase of common stock
|
(50,000
|
)
|
|
(24,410
|
)
|
|
(100,000
|
)
|
|||
Other financing activities
|
(38,610
|
)
|
|
(49,253
|
)
|
|
(42,277
|
)
|
|||
Net cash provided by (used in) financing activities
|
(734,892
|
)
|
|
1,794,153
|
|
|
(288,686
|
)
|
|||
Effect of foreign exchange rates on cash and cash equivalents
|
(8,196
|
)
|
|
(4,524
|
)
|
|
561
|
|
|||
Increase (decrease) in cash and cash equivalents
|
31,618
|
|
|
(23,772
|
)
|
|
86,217
|
|
|||
Cash and cash equivalents, beginning of period
|
215,025
|
|
|
238,797
|
|
|
152,580
|
|
|||
Cash and cash equivalents, end of period
|
$
|
246,643
|
|
|
$
|
215,025
|
|
|
$
|
238,797
|
|
|
Total Stockholders' Equity
|
|
Common Stock
|
|
Capital Surplus
|
|
Retained Earnings / (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
||||||||||||
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
|
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
|
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
|
)
|
Adoption of new accounting standard
|
58,395
|
|
|
|
|
|
|
58,395
|
|
|
|
|
|
||||||||||
Net income attributable to Aramark stockholders
|
448,549
|
|
|
|
|
|
|
448,549
|
|
|
|
|
|
||||||||||
Other comprehensive loss
|
(125,742
|
)
|
|
|
|
|
|
|
|
(125,742
|
)
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
48,785
|
|
|
36
|
|
|
48,749
|
|
|
|
|
|
|
|
|||||||||
Share-based compensation expense
|
55,280
|
|
|
|
|
55,280
|
|
|
|
|
|
|
|
||||||||||
Repurchases of common stock
|
(84,344
|
)
|
|
|
|
|
|
|
|
|
|
(84,344
|
)
|
||||||||||
Payments of dividends
|
(110,434
|
)
|
|
|
|
|
|
(110,434
|
)
|
|
|
|
|
||||||||||
Balance, September 27, 2019
|
$
|
3,320,047
|
|
|
$
|
2,829
|
|
|
$
|
3,236,450
|
|
|
$
|
1,107,029
|
|
|
$
|
(216,965
|
)
|
|
$
|
(809,296
|
)
|
•
|
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.
|
•
|
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, restaurant and hotel, healthcare and pharmaceutical industries.
|
|
Fiscal Year Ended
|
||||||||||||||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||||||||||||||
|
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
|
|
|
$
|
448,466
|
|
|
|
|
$
|
568,440
|
|
|
|
|
$
|
374,187
|
|
||||||
Pension plan adjustments
|
(29,137
|
)
|
6,543
|
|
(22,594
|
)
|
|
29,650
|
|
(9,003
|
)
|
20,647
|
|
|
22,548
|
|
(2,556
|
)
|
19,992
|
|
|||
Foreign currency translation adjustments
|
(34,099
|
)
|
(209
|
)
|
(34,308
|
)
|
|
(31,003
|
)
|
(250
|
)
|
(31,253
|
)
|
|
5,903
|
|
—
|
|
5,903
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gains (losses) arising during the period
|
(84,392
|
)
|
21,942
|
|
(62,450
|
)
|
|
55,445
|
|
(16,134
|
)
|
39,311
|
|
|
31,884
|
|
(12,435
|
)
|
19,449
|
|
|||
Reclassification adjustments
|
(6,484
|
)
|
1,686
|
|
(4,798
|
)
|
|
5,185
|
|
(1,510
|
)
|
3,675
|
|
|
16,606
|
|
(6,476
|
)
|
10,130
|
|
|||
Share of equity investee's comprehensive income (loss)
|
(1,592
|
)
|
—
|
|
(1,592
|
)
|
|
157
|
|
—
|
|
157
|
|
|
2,383
|
|
(834
|
)
|
1,549
|
|
|||
Other comprehensive income (loss)
|
(155,704
|
)
|
29,962
|
|
(125,742
|
)
|
|
59,434
|
|
(26,897
|
)
|
32,537
|
|
|
79,324
|
|
(22,301
|
)
|
57,023
|
|
|||
Comprehensive income
|
|
|
322,724
|
|
|
|
|
600,977
|
|
|
|
|
431,210
|
|
|||||||||
Less: Net income (loss) attributable to noncontrolling interest
|
|
|
(83
|
)
|
|
|
|
555
|
|
|
|
|
264
|
|
|||||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
322,807
|
|
|
|
|
$
|
600,422
|
|
|
|
|
$
|
430,946
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Pension plan adjustments
|
$
|
(47,222
|
)
|
|
$
|
(24,628
|
)
|
Foreign currency translation adjustments
|
(128,119
|
)
|
|
(93,811
|
)
|
||
Cash flow hedges
|
(31,056
|
)
|
|
36,192
|
|
||
Share of equity investee's accumulated other comprehensive loss
|
(10,568
|
)
|
|
(8,976
|
)
|
||
|
$
|
(216,965
|
)
|
|
$
|
(91,223
|
)
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||
Food
|
|
54.3
|
%
|
|
31.6
|
%
|
Career apparel and linens(1)
|
|
40.5
|
%
|
|
65.7
|
%
|
Parts, supplies and novelties
|
|
5.2
|
%
|
|
2.7
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
Decrease during fiscal 2019 due to the Company's adoption of Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers (see Note 7).
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Client contract investments(1)
|
|
$
|
—
|
|
|
$
|
1,034,476
|
|
Long-term prepaid rent(1)
|
|
166,931
|
|
|
—
|
|
||
Cost to fulfill - Client(1)
|
|
109,401
|
|
|
—
|
|
||
Cost to fulfill - Rental merchandise in-service(2)
|
|
356,853
|
|
|
—
|
|
||
Long-term receivables
|
|
27,574
|
|
|
90,068
|
|
||
Miscellaneous investments(3)
|
|
264,452
|
|
|
239,547
|
|
||
Computer software costs, net(4)
|
|
170,510
|
|
|
152,188
|
|
||
Interest rate swap agreements
|
|
—
|
|
|
54,708
|
|
||
Employee sales commissions(5)
|
|
111,001
|
|
|
—
|
|
||
Other(6)
|
|
137,084
|
|
|
122,184
|
|
||
|
|
$
|
1,343,806
|
|
|
$
|
1,693,171
|
|
(1)
|
Prior to the Company's adoption of ASC 606, Revenue from Contracts with Customers, client contract investments generally represented a cash payment provided by the Company to help finance improvement or renovation at the facility from which the Company operated. These amounts were amortized over the contract period. If the contract was terminated prior to its maturity date, the Company was reimbursed for the unamortized client contract investment amounts. Amortization expense was $183.6 million and $159.6 million during fiscal 2018 and fiscal 2017, respectively.
Subsequent to adoption of ASC 606, these balances were reclassified to either leasehold improvements in "Property and Equipment, net" or to long-term prepaid rent or costs to fulfill - client in "Other Assets" and continue to be expensed over the contract life (see Note 7).
|
(2)
|
Due to the Company's adoption of ASC 606, costs to fulfill contracts related to personalized work apparel, linens and other rental items in service, previously capitalized within "Inventories" are now capitalized within "Other Assets." These in-service rental items are recorded at cost and are amortized over their estimated useful lives, which primarily range from one to four years. The amortization rates used are based on the Company's specific experience.
|
(3)
|
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 $180.5 million and $155.1 million at September 27, 2019 and September 28, 2018, respectively). During fiscal 2019, the Company recognized an impairment of $7.0 million in "Cost of services provided" related to an equity investment.
|
(4)
|
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.
|
(5)
|
Due to the Company's adoption of ASC 606, costs to obtain contracts related to employee sales commissions are now capitalized within "Other Assets," which were previously expensed to "Cost of services provided" at contract inception (see Note 7).
|
(6)
|
Other consist primarily of noncurrent deferred tax assets, pension assets and deferred financing costs on certain revolving credit facilities.
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Deferred income(1)
|
|
$
|
345,840
|
|
|
$
|
299,089
|
|
Accrued client expenses
|
|
105,636
|
|
|
98,282
|
|
||
Accrued taxes
|
|
61,816
|
|
|
96,855
|
|
||
Accrued insurance and interest
|
|
192,695
|
|
|
164,890
|
|
||
Other
|
|
420,249
|
|
|
358,917
|
|
||
|
|
$
|
1,126,236
|
|
|
$
|
1,018,033
|
|
(1)
|
Includes consideration received in advance from customers prior to the service being performed ($319.0 million) or from vendors prior to the goods being consumed ($26.8 million).
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Deferred income tax payable
|
|
$
|
519,904
|
|
|
$
|
503,429
|
|
Deferred compensation
|
|
212,090
|
|
|
226,558
|
|
||
Pension-related liabilities
|
|
21,367
|
|
|
28,478
|
|
||
Interest rate swap agreements
|
|
43,112
|
|
|
—
|
|
||
Other noncurrent liabilities
|
|
292,349
|
|
|
218,750
|
|
||
|
|
$
|
1,088,822
|
|
|
$
|
977,215
|
|
|
|
Fiscal Year Ended
|
||||||||||
(dollars in millions)
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Interest paid
|
|
$
|
306.2
|
|
|
$
|
307.1
|
|
|
$
|
201.7
|
|
Income taxes paid (refunded)(1)
|
|
139.3
|
|
|
(1.1
|
)
|
|
126.3
|
|
(1)
|
During fiscal 2018, the Company was in a net refund position, primarily due to the impact of the Tax Cuts and Jobs Act (see Note 9).
|
•
|
During fiscal 2019, fiscal 2018 and fiscal 2017, the Company executed capital lease transactions. The present value of the future rental obligations was approximately $41.6 million, $34.0 million and $55.4 million for the respective periods, which is included in property and equipment and long-term borrowings.
|
•
|
During fiscal 2019, fiscal 2018 and fiscal 2017, cashless settlements of the exercise price and related employee minimum tax withholding liabilities of share-based payment awards were approximately $34.3 million, $19.0 million and $32.7 million, respectively.
|
Current assets
|
$
|
237,807
|
|
Noncurrent assets
|
963,078
|
|
|
Total assets
|
$
|
1,200,885
|
|
|
|
||
Current liabilities
|
$
|
137,867
|
|
Noncurrent liabilities
|
67,590
|
|
|
Total liabilities
|
$
|
205,457
|
|
|
|
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 revenue
|
|
$
|
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 28, 2018
|
|
Net Charges
|
|
Payments and Other
|
|
September 27, 2019
|
||||||
Severance and Related Costs Accrual
|
$
|
16.6
|
|
|
18.7
|
|
|
(23.4
|
)
|
|
$
|
11.9
|
|
Segment
|
September 28, 2018
|
|
Acquisitions and Divestitures
|
|
Translation and Other
|
|
September 27, 2019
|
||||||||
FSS United States(1)
|
$
|
4,028,454
|
|
|
$
|
(81,823
|
)
|
|
$
|
2,587
|
|
|
$
|
3,949,218
|
|
FSS International
|
626,379
|
|
|
16,135
|
|
|
(34,046
|
)
|
|
608,468
|
|
||||
Uniform
|
955,735
|
|
|
3,981
|
|
|
1,398
|
|
|
961,114
|
|
||||
|
$
|
5,610,568
|
|
|
$
|
(61,707
|
)
|
|
$
|
(30,061
|
)
|
|
$
|
5,518,800
|
|
(1)
|
Includes the removal of approximately $87.0 million of goodwill related to the divestiture of HCT during the first quarter of fiscal 2019 (see Note 2).
|
|
September 27, 2019
|
|
September 28, 2018
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
2,183,492
|
|
|
$
|
(1,193,525
|
)
|
|
$
|
989,967
|
|
|
$
|
2,244,215
|
|
|
$
|
(1,156,811
|
)
|
|
$
|
1,087,404
|
|
Trade names
|
1,047,959
|
|
|
(4,360
|
)
|
|
1,043,599
|
|
|
1,050,825
|
|
|
(1,385
|
)
|
|
1,049,440
|
|
||||||
|
$
|
3,231,451
|
|
|
$
|
(1,197,885
|
)
|
|
$
|
2,033,566
|
|
|
$
|
3,295,040
|
|
|
$
|
(1,158,196
|
)
|
|
$
|
2,136,844
|
|
2020
|
$
|
113,136
|
|
2021
|
105,929
|
|
|
2022
|
85,709
|
|
|
2023
|
78,843
|
|
|
2024
|
78,464
|
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Senior secured revolving credit facility, due October 2023
|
|
$
|
51,410
|
|
|
$
|
77,000
|
|
Senior secured term loan facility, due October 2023
|
|
507,887
|
|
|
538,674
|
|
||
Senior secured term loan facility, due March 2024
|
|
829,344
|
|
|
1,325,923
|
|
||
Senior secured term loan facility, due March 2025
|
|
1,658,026
|
|
|
1,656,919
|
|
||
5.125% senior notes, due January 2024
|
|
902,351
|
|
|
902,908
|
|
||
5.000% senior notes, due April 2025
|
|
592,087
|
|
|
590,884
|
|
||
3.125% senior notes, due April 2025(1)
|
|
352,363
|
|
|
373,240
|
|
||
4.750% senior notes, due June 2026
|
|
494,731
|
|
|
494,082
|
|
||
5.000% senior notes, due February 2028
|
|
1,137,625
|
|
|
1,136,472
|
|
||
Capital leases
|
|
148,754
|
|
|
143,388
|
|
||
Other
|
|
7,589
|
|
|
4,494
|
|
||
|
|
6,682,167
|
|
|
7,243,984
|
|
||
Less—current portion
|
|
(69,928
|
)
|
|
(30,907
|
)
|
||
|
|
$
|
6,612,239
|
|
|
$
|
7,213,077
|
|
(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 ASI in the amount of $829.3 million, due 2024, ("U.S. Term Loan B due 2024") and $1,658.0 million, due 2025 ("U.S. Term Loan B due 2025");
|
•
|
A yen denominated term loan to ASI in the amount of ¥10,378.1 million (approximately $96.2 million), due 2023 (the "Yen Term Loan due 2023");
|
•
|
A Canadian dollar denominated term loan to Aramark Canada Ltd. in the amount of CAD365.3 million (approximately $275.7 million), due 2023 (the "Canadian Term Loan A-2 due 2023"); and
|
•
|
A euro denominated term loan to Aramark Investments Limited, a U.K. borrower, in an amount of €124.4 million (approximately $136.0 million), due 2023 (the "Euro Term Loan due 2023").
|
•
|
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.
|
2020
|
$
|
69,928
|
|
2021
|
69,936
|
|
|
2022
|
72,695
|
|
|
2023
|
93,736
|
|
|
2024
|
2,106,525
|
|
|
Thereafter
|
4,307,650
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 27, 2019
|
|
September 28, 2018(1)
|
|
September 29, 2017(1)
|
||||||
Interest expense
|
|
$
|
352,812
|
|
|
$
|
353,048
|
|
|
$
|
285,995
|
|
Interest income
|
|
(28,985
|
)
|
|
(16,964
|
)
|
|
(12,372
|
)
|
|||
Other financing costs
|
|
11,160
|
|
|
10,451
|
|
|
7,362
|
|
|||
Total
|
|
$
|
334,987
|
|
|
$
|
346,535
|
|
|
$
|
280,985
|
|
(1)
|
Fiscal 2018 and 2017 balances have been restated to reflect the impact of the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (see Note 1).
|
|
Fiscal Year Ended
|
||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Interest rate swap agreements
|
$
|
(84,392
|
)
|
|
$
|
55,445
|
|
|
$
|
31,884
|
|
|
|
Balance Sheet Location
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
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
|
|
$
|
64
|
|
|
$
|
209
|
|
Gasoline and diesel fuel agreements
|
|
Prepayments and other current assets
|
|
—
|
|
|
3,623
|
|
||
|
|
|
|
$
|
64
|
|
|
$
|
59,999
|
|
LIABILITIES
|
|
|
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Other Noncurrent Liabilities
|
|
$
|
43,112
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Gasoline and diesel fuel agreements
|
|
Accounts Payable
|
|
$
|
462
|
|
|
$
|
—
|
|
|
|
|
|
$
|
43,574
|
|
|
$
|
—
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
Income Statement Location
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap agreements
|
|
Interest and Other Financing Costs, net
|
|
$
|
(6,484
|
)
|
|
$
|
5,185
|
|
|
$
|
16,606
|
|
|
|
|
|
|
|
|
|
|
||||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Gasoline and diesel fuel agreements
|
|
Costs of services provided / Selling and general corporate expenses
|
|
$
|
6,168
|
|
|
$
|
(7,360
|
)
|
|
$
|
(1,277
|
)
|
Foreign currency forward exchange contracts
|
|
Interest and Other Financing Costs, net
|
|
145
|
|
|
(67
|
)
|
|
(886
|
)
|
|||
|
|
|
|
$
|
6,313
|
|
|
$
|
(7,427
|
)
|
|
$
|
(2,163
|
)
|
|
|
|
|
$
|
(171
|
)
|
|
$
|
(2,242
|
)
|
|
$
|
14,443
|
|
•
|
costs to obtain contracts related to employee sales commissions, previously expensed to “Cost of services provided” at contract inception, are now capitalized in “Other Assets” ($111.0 million and $97.2 million as of September 27, 2019 and September 29, 2018, respectively);
|
•
|
certain fees within the Uniform segment, $358.6 million for fiscal 2019, previously recognized as a reduction to “Cost of services provided,” are now recognized in “Revenue;”
|
•
|
client contract investments, previously 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” ($785.4 million as of September 27, 2019) or as long-term prepaid rent or costs to fulfill in “Other Assets” ($166.9 million and $109.4 million as of September 27, 2019, respectively) and primarily classified in “Depreciation and amortization” or “Cost of services provided;”
|
•
|
costs to fulfill contracts related to personalized work apparel, linens and other rental items in service, previously capitalized within "Inventories" are now capitalized within "Other Assets" ($356.9 million as of September 27, 2019); and
|
•
|
certain client contract investments, previously included within "Purchases of property and equipment and other" in Net cash provided by (used in) investing activities on the Consolidated Statements of Cash Flows, are now included within "Payments made to clients on contracts" in Net cash provided by operating activities.
|
|
|
September 27, 2019
|
||||||||||
|
|
As Reported
|
|
Adoption adjustments of ASC 606
|
|
Balances without adoption of ASC 606
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
246,643
|
|
|
$
|
—
|
|
|
$
|
246,643
|
|
Receivables, net
|
|
1,806,964
|
|
|
—
|
|
|
1,806,964
|
|
|||
Inventories
|
|
411,319
|
|
|
356,853
|
|
|
768,172
|
|
|||
Prepayments and other current assets
|
|
193,461
|
|
|
—
|
|
|
193,461
|
|
|||
Total current assets
|
|
2,658,387
|
|
|
356,853
|
|
|
3,015,240
|
|
|||
Property and Equipment, net
|
|
2,181,762
|
|
|
(785,360
|
)
|
|
1,396,402
|
|
|||
Goodwill
|
|
5,518,800
|
|
|
—
|
|
|
5,518,800
|
|
|||
Other Intangible Assets
|
|
2,033,566
|
|
|
—
|
|
|
2,033,566
|
|
|||
Other Assets
|
|
1,343,806
|
|
|
307,419
|
|
|
1,651,225
|
|
|||
|
|
$
|
13,736,321
|
|
|
$
|
(121,088
|
)
|
|
$
|
13,615,233
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
|
|
|
||||||
Current maturities of long-term borrowings
|
|
$
|
69,928
|
|
|
$
|
—
|
|
|
$
|
69,928
|
|
Accounts payable
|
|
999,517
|
|
|
—
|
|
|
999,517
|
|
|||
Accrued expenses and other current liabilities
|
|
1,635,853
|
|
|
(26,665
|
)
|
|
1,609,188
|
|
|||
Total current liabilities
|
|
2,705,298
|
|
|
(26,665
|
)
|
|
2,678,633
|
|
|||
Long-Term Borrowings
|
|
6,612,239
|
|
|
—
|
|
|
6,612,239
|
|
|||
Deferred Income Taxes and Other Noncurrent Liabilities
|
|
1,088,822
|
|
|
(25,525
|
)
|
|
1,063,297
|
|
|||
Redeemable Noncontrolling Interest
|
|
9,915
|
|
|
—
|
|
|
9,915
|
|
|||
Stockholders' Equity:
|
|
|
|
|
|
|
||||||
Common stock
|
|
2,829
|
|
|
—
|
|
|
2,829
|
|
|||
Capital surplus
|
|
3,236,450
|
|
|
—
|
|
|
3,236,450
|
|
|||
Retained earnings
|
|
1,107,029
|
|
|
(68,898
|
)
|
|
1,038,131
|
|
|||
Accumulated other comprehensive loss
|
|
(216,965
|
)
|
|
—
|
|
|
(216,965
|
)
|
|||
Treasury stock
|
|
(809,296
|
)
|
|
—
|
|
|
(809,296
|
)
|
|||
Total stockholders' equity
|
|
3,320,047
|
|
|
(68,898
|
)
|
|
3,251,149
|
|
|||
|
|
$
|
13,736,321
|
|
|
$
|
(121,088
|
)
|
|
$
|
13,615,233
|
|
|
|
Fiscal year ended September 27, 2019
|
||||||||||
|
|
As Reported
|
|
Adoption adjustments of ASC 606
|
|
Balances without adoption of ASC 606
|
||||||
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
16,227,341
|
|
|
$
|
(317,497
|
)
|
|
$
|
15,909,844
|
|
Costs and Expenses:
|
|
|
|
|
|
|
||||||
Cost of services provided
|
|
14,532,662
|
|
|
(322,411
|
)
|
|
14,210,251
|
|
|||
Depreciation and amortization
|
|
592,573
|
|
|
18,581
|
|
|
611,154
|
|
|||
Selling and general corporate expenses
|
|
367,256
|
|
|
—
|
|
|
367,256
|
|
|||
Gain on sale of Healthcare Technologies
|
|
(156,309
|
)
|
|
—
|
|
|
(156,309
|
)
|
|||
|
|
15,336,182
|
|
|
(303,830
|
)
|
|
15,032,352
|
|
|||
Operating income
|
|
891,159
|
|
|
(13,667
|
)
|
|
877,492
|
|
|||
Interest and Other Financing Costs, net
|
|
334,987
|
|
|
—
|
|
|
334,987
|
|
|||
Income Before Income Taxes
|
|
556,172
|
|
|
(13,667
|
)
|
|
542,505
|
|
|||
Provision for Income Taxes
|
|
107,706
|
|
|
(3,554
|
)
|
|
104,152
|
|
|||
Net income
|
|
448,466
|
|
|
(10,113
|
)
|
|
438,353
|
|
|||
Less: Net loss attributable to noncontrolling interest
|
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
|||
Net income attributable to Aramark stockholders
|
|
$
|
448,549
|
|
|
$
|
(10,113
|
)
|
|
$
|
438,436
|
|
|
|
Fiscal Year Ended
|
||
|
|
September 27, 2019
|
||
FSS United States:
|
|
|
||
Business & Industry
|
|
$
|
1,587.0
|
|
Education
|
|
3,228.8
|
|
|
Healthcare
|
|
933.5
|
|
|
Sports, Leisure & Corrections
|
|
2,557.5
|
|
|
Facilities & Other
|
|
1,591.8
|
|
|
Total FSS United States
|
|
$
|
9,898.6
|
|
|
|
|
||
FSS International:
|
|
|
||
Europe
|
|
2,044.4
|
|
|
Rest of World
|
|
1,698.5
|
|
|
Total FSS International
|
|
$
|
3,742.9
|
|
|
|
|
||
Uniform
|
|
$
|
2,585.8
|
|
|
|
|
||
Total Revenue
|
|
$
|
16,227.3
|
|
|
|
Balance, September 28, 2018
|
|
Add: Net increase in current period deferred income
|
|
Less: Recognition of deferred income
|
|
Balance, September 27, 2019
|
||||
Deferred income
|
|
281.5
|
|
|
1,364.3
|
|
|
(1,326.8
|
)
|
|
319.0
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Service cost
|
|
$
|
6,391
|
|
|
$
|
7,121
|
|
|
$
|
8,834
|
|
Interest cost
|
|
11,287
|
|
|
10,579
|
|
|
8,398
|
|
|||
Expected return on plan assets
|
|
(22,970
|
)
|
|
(22,864
|
)
|
|
(18,350
|
)
|
|||
Settlements and curtailments
|
|
283
|
|
|
3,312
|
|
|
—
|
|
|||
Amortization of prior service cost
|
|
104
|
|
|
116
|
|
|
122
|
|
|||
Recognized net loss
|
|
1,094
|
|
|
1,646
|
|
|
3,400
|
|
|||
Net periodic pension cost (income)
|
|
$
|
(3,811
|
)
|
|
$
|
(90
|
)
|
|
$
|
2,404
|
|
Change in benefit obligation:
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Benefit obligation, beginning
|
|
$
|
366,426
|
|
|
$
|
333,672
|
|
Impact of AmeriPride acquisition
|
|
—
|
|
|
79,605
|
|
||
Foreign currency translation
|
|
(13,097
|
)
|
|
(11,312
|
)
|
||
Service cost
|
|
6,391
|
|
|
7,121
|
|
||
Interest cost
|
|
11,287
|
|
|
10,579
|
|
||
Employee contributions
|
|
2,249
|
|
|
2,571
|
|
||
Actuarial loss (gain)
|
|
49,707
|
|
|
(10,869
|
)
|
||
Benefits paid
|
|
(16,681
|
)
|
|
(16,862
|
)
|
||
Settlements and curtailments(1)
|
|
(5,075
|
)
|
|
(22,662
|
)
|
||
Change in control payment
|
|
—
|
|
|
(5,417
|
)
|
||
Benefit obligation, ending
|
|
$
|
401,207
|
|
|
$
|
366,426
|
|
Change in plan assets:
|
|
|
|
|
||||
Fair value of plan assets, beginning
|
|
$
|
409,826
|
|
|
$
|
341,538
|
|
Impact of AmeriPride acquisition
|
|
—
|
|
|
73,273
|
|
||
Foreign currency translation
|
|
(14,360
|
)
|
|
(12,359
|
)
|
||
Employer contributions
|
|
10,520
|
|
|
13,988
|
|
||
Employee contributions
|
|
2,249
|
|
|
2,571
|
|
||
Actual return on plan assets
|
|
39,280
|
|
|
23,971
|
|
||
Benefits paid
|
|
(16,681
|
)
|
|
(16,862
|
)
|
||
Settlements(1)
|
|
(4,867
|
)
|
|
(10,877
|
)
|
||
Change in control payment
|
|
—
|
|
|
(5,417
|
)
|
||
Fair value of plan assets, end
|
|
425,967
|
|
|
409,826
|
|
||
Funded Status at end of year
|
|
$
|
24,760
|
|
|
$
|
43,400
|
|
(1)
|
Fiscal 2019 includes the impact of closing two of the AmeriPride plans. 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 27, 2019
|
|
September 28, 2018
|
||||
Noncurrent benefit asset (included in Other Assets)
|
|
$
|
35,459
|
|
|
$
|
59,481
|
|
Noncurrent benefit liability (included in Other Noncurrent Liabilities)
|
|
(10,699
|
)
|
|
(16,081
|
)
|
||
Net actuarial loss (included in Accumulated other comprehensive loss before taxes)
|
|
77,204
|
|
|
48,067
|
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||
Discount rate
|
|
3.3
|
%
|
|
3.2
|
%
|
Rate of compensation increase
|
|
2.1
|
%
|
|
2.0
|
%
|
Long-term rate of return on assets
|
|
5.7
|
%
|
|
5.8
|
%
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||
Discount rate
|
|
2.5
|
%
|
|
3.3
|
%
|
Rate of compensation increase
|
|
2.1
|
%
|
|
2.1
|
%
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Projected benefit obligation
|
|
$
|
10,699
|
|
|
$
|
16,081
|
|
Accumulated benefit obligation
|
|
10,506
|
|
|
15,935
|
|
|
|
September 27, 2019
|
|
Quoted prices in active markets
Level 1
|
|
Significant other observable inputs
Level 2
|
|
Significant unobservable inputs
Level 3
|
||||||||
Cash and cash equivalents and other
|
|
$
|
19,396
|
|
|
$
|
19,396
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Investment trusts
|
|
4,677
|
|
|
4,677
|
|
|
—
|
|
|
—
|
|
||||
Investment funds:
|
|
|
|
|
|
|
|
|
||||||||
Equity funds
|
|
72,074
|
|
|
—
|
|
|
72,074
|
|
|
—
|
|
||||
Fixed income funds
|
|
319,395
|
|
|
—
|
|
|
319,395
|
|
|
—
|
|
||||
Real estate
|
|
10,425
|
|
|
—
|
|
|
—
|
|
|
10,425
|
|
||||
Total
|
|
$
|
425,967
|
|
|
$
|
24,073
|
|
|
$
|
391,469
|
|
|
$
|
10,425
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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
|
|
Fiscal 2020
|
$
|
13,601
|
|
Fiscal 2021
|
14,063
|
|
|
Fiscal 2022
|
14,448
|
|
|
Fiscal 2023
|
14,819
|
|
|
Fiscal 2024
|
15,121
|
|
|
Fiscal 2025 – 2029
|
81,559
|
|
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
|
|||||||||
2019
|
2018
|
2019
|
2018
|
2017
|
Surcharge
Imposed
|
||||||||||
National Retirement Fund
|
13-6130178/ 001
|
Critical
|
Critical
|
Implemented
|
$
|
4,130
|
|
$
|
4,147
|
|
$
|
7,541
|
|
No
|
3/1/2019 - 4/1/2022
|
UNITE HERE Retirement Fund(1)
|
82-0994119/ 001
|
Critical
|
Critical
|
Implemented
|
4,531
|
|
3,686
|
|
N/A
|
|
No
|
6/30/2019 - 6/30/2023
|
|||
Local 1102 Retirement Trust
|
13-1847329/ 001
|
Endangered
|
Endangered
|
Implemented
|
110
|
|
1,206
|
|
397
|
|
No
|
10/31/2020
|
|||
Central States SE and SW Areas Pension Plan
|
36-6044243/ 001
|
Critical and Declining
|
Critical and Declining
|
Implemented
|
4,282
|
|
4,128
|
|
3,836
|
|
No
|
1/31/2007 - 3/31/2023
|
|||
Pension Plan for Hospital & Health Care Employees Philadelphia & Vicinity
|
23-2627428/ 001
|
Critical
|
Critical
|
Implemented
|
361
|
|
319
|
|
336
|
|
No
|
1/31/2023
|
|||
Local 731 Private Scavengers and Garage Attendants Pension Trust Fund
|
36-6513567/ 001
|
Green
|
Green
|
N/A
|
973
|
|
907
|
|
898
|
|
No
|
4/26/2019
|
|||
SEIU National Industry Pension Fund (2)
|
52-6148540/ 001
|
Critical
|
Critical
|
Implemented
|
623
|
|
501
|
|
429
|
|
No
|
12/31/2019 - 4/14/2022
|
|||
LIUNA National Industrial Pension Fund
|
52-6074345/ 001
|
Critical
|
Critical
|
Implemented
|
678
|
|
620
|
|
584
|
|
No
|
12/31/2020
|
|||
Other funds
|
|
|
|
|
17,873
|
|
17,109
|
|
14,668
|
|
|
|
|||
Total contributions
|
|
|
|
|
$
|
33,561
|
|
$
|
32,623
|
|
$
|
28,689
|
|
|
|
(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 75% of the Company's participants in this fund are covered by a single CBA that expires on 12/31/2019.
|
Pension
Fund |
|
Contributions to the plan exceeded more than 5% of total contributions (as of the plan's year-end)
|
Local 1102 Retirement Trust
|
|
12/31/2018 and 12/31/2017
|
Service Employees Pension Fund of Upstate New York
|
|
12/31/2018 and 12/31/2017
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
United States
|
|
$
|
418,902
|
|
|
$
|
326,277
|
|
|
$
|
362,783
|
|
Non-U.S.
|
|
137,270
|
|
|
145,599
|
|
|
157,859
|
|
|||
|
|
$
|
556,172
|
|
|
$
|
471,876
|
|
|
$
|
520,642
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
8,781
|
|
|
$
|
(48,249
|
)
|
|
$
|
111,175
|
|
State and local
|
|
19,966
|
|
|
11,356
|
|
|
15,455
|
|
|||
Non-U.S.
|
|
38,456
|
|
|
44,618
|
|
|
57,681
|
|
|||
|
|
67,203
|
|
|
7,725
|
|
|
184,311
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
35,251
|
|
|
(113,475
|
)
|
|
(21,956
|
)
|
|||
State and local
|
|
7,683
|
|
|
7,408
|
|
|
3,165
|
|
|||
Non-U.S.
|
|
(2,431
|
)
|
|
1,778
|
|
|
(19,065
|
)
|
|||
|
|
40,503
|
|
|
(104,289
|
)
|
|
(37,856
|
)
|
|||
|
|
$
|
107,706
|
|
|
$
|
(96,564
|
)
|
|
$
|
146,455
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
|||
United States statutory income tax rate
|
|
21.0
|
%
|
|
24.5
|
%
|
|
35.0
|
%
|
Increase (decrease) in taxes, resulting from:
|
|
|
|
|
|
|
|||
State income taxes, net of Federal tax benefit
|
|
4.2
|
|
|
3.2
|
|
|
2.3
|
|
Foreign taxes(1)
|
|
2.2
|
|
|
3.3
|
|
|
(4.3
|
)
|
Permanent book/tax differences
|
|
0.4
|
|
|
(1.2
|
)
|
|
(3.8
|
)
|
Uncertain tax positions
|
|
—
|
|
|
(0.3
|
)
|
|
1.4
|
|
U.S. Tax Reform - Remeasurement of deferred taxes
|
|
—
|
|
|
(49.3
|
)
|
|
—
|
|
U.S. Tax Reform - Foreign tax credit valuation allowance
|
|
(2.3
|
)
|
|
2.8
|
|
|
—
|
|
Sale of Healthcare Technologies
|
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
Tax credits & other
|
|
(1.7
|
)
|
|
(3.5
|
)
|
|
(2.5
|
)
|
Effective income tax rate
|
|
19.4
|
%
|
|
(20.5
|
)%
|
|
28.1
|
%
|
(1)
|
Includes differences between the United States statutory tax rate and tax rates in foreign jurisdictions, foreign withholding taxes and taxation of foreign earnings, which includes the transition tax on deemed repatriated earnings of foreign subsidiaries and the tax on "Global Intangible Low-Taxed Income" ("GILTI").
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
$
|
137,293
|
|
|
$
|
126,345
|
|
Investments
|
|
11,902
|
|
|
12,213
|
|
||
Other intangible assets, including goodwill
|
|
462,637
|
|
|
474,263
|
|
||
Cost to fulfill - Rental merchandise in-service
|
|
83,483
|
|
|
63,835
|
|
||
Derivatives
|
|
—
|
|
|
21,599
|
|
||
Other
|
|
37,309
|
|
|
17,450
|
|
||
Gross deferred tax liability
|
|
732,624
|
|
|
715,705
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Derivatives
|
|
11,949
|
|
|
—
|
|
||
Insurance
|
|
34,112
|
|
|
40,240
|
|
||
Employee compensation and benefits
|
|
113,269
|
|
|
136,603
|
|
||
Accruals and allowances
|
|
31,844
|
|
|
19,338
|
|
||
Net operating loss/credit carryforwards and other
|
|
56,508
|
|
|
60,576
|
|
||
Gross deferred tax asset, before valuation allowances
|
|
247,682
|
|
|
256,757
|
|
||
Valuation allowances
|
|
(17,532
|
)
|
|
(29,023
|
)
|
||
Net deferred tax liability
|
|
$
|
502,474
|
|
|
$
|
487,971
|
|
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Balance, beginning of year
|
|
$
|
(29,023
|
)
|
|
$
|
(11,513
|
)
|
Additions(1)
|
|
(2,330
|
)
|
|
(21,101
|
)
|
||
Subtractions(2)
|
|
13,821
|
|
|
3,591
|
|
||
Balance, end of year
|
|
$
|
(17,532
|
)
|
|
$
|
(29,023
|
)
|
(1)
|
The additions in fiscal 2019 were mainly driven by losses in certain foreign subsidiaries. The additions in fiscal 2018 were 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)
|
Valuation allowances against FTC carryforwards were released during fiscal 2019 as a result of Treasury Regulations. During fiscal 2018, tax planning resulted in taxable income in separate Company states that had historical losses.
|
|
September 27, 2019
|
|
September 28, 2018
|
||||
Balance, beginning of year
|
$
|
29,089
|
|
|
$
|
30,812
|
|
Additions based on tax positions taken in the current year
|
3,713
|
|
|
709
|
|
||
Additions for tax positions taken in prior years
|
6,531
|
|
|
1,505
|
|
||
Reductions for remeasurements, settlements and payments
|
(1,484
|
)
|
|
(2,368
|
)
|
||
Reductions due to statute expiration
|
(1,577
|
)
|
|
(1,569
|
)
|
||
Balance, end of year
|
$
|
36,272
|
|
|
$
|
29,089
|
|
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Dividend payments
|
|
$
|
108.4
|
|
|
$
|
103.1
|
|
|
$
|
100.8
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
TBOs
|
|
$
|
14.7
|
|
|
$
|
18.5
|
|
|
$
|
20.4
|
|
RSUs
|
|
28.9
|
|
|
24.1
|
|
|
20.8
|
|
|||
PSUs (1)
|
|
9.9
|
|
|
43.7
|
|
|
21.6
|
|
|||
Deferred Stock Units
|
|
1.8
|
|
|
2.0
|
|
|
2.4
|
|
|||
|
|
$
|
55.3
|
|
|
$
|
88.3
|
|
|
$
|
65.2
|
|
|
|
|
|
|
|
|
||||||
Taxes related to share-based compensation
|
|
$
|
13.7
|
|
|
$
|
24.1
|
|
|
$
|
24.2
|
|
Cash Received from Option Exercises
|
|
39.1
|
|
|
21.5
|
|
|
28.8
|
|
|||
Tax Benefit on Share Deliveries (2)
|
|
4.8
|
|
|
7.4
|
|
|
23.3
|
|
(1)
|
Share-based compensation expense was reduced during fiscal 2019 based on lower than estimated target attainment on plan metrics for the fiscal 2018 PSU grants, resulting in the reversal of previously recognized share-based compensation expense of $6.6 million. The Company also reversed previously recognized share-based compensation expense based on the actual target for the 2017 PSU grants achieved as of the end of fiscal 2019 of $5.2 million. During fiscal 2018, the Company increased the estimated target attainment on plan metrics for both the fiscal 2016 and fiscal 2017 PSU grants, resulting in an additional $18.9 million of share-based compensation expense.
|
(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
|
|
$
|
15.7
|
|
|
2.25
|
RSUs
|
|
54.5
|
|
|
2.34
|
|
PSUs
|
|
15.9
|
|
|
1.54
|
|
Total
|
|
$
|
86.1
|
|
|
|
|
|
Fiscal Year Ended
|
||||
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
Expected volatility
|
|
20%
|
|
20%
|
|
25%
|
Expected dividend yield
|
|
1.17% - 1.44%
|
|
1.03% - 1.11%
|
|
1.11% - 1.21%
|
Expected life (in years)
|
|
6.25
|
|
6.25
|
|
6.25
|
Risk-free interest rate
|
|
1.62% - 3.02%
|
|
2.25% - 2.94%
|
|
2.14% - 2.20%
|
Weighted-average grant-date fair value
|
|
$8.23
|
|
$8.75
|
|
$8.47
|
Options
|
|
Shares
(000s) |
|
Weighted-Average Exercise Price
|
|
Aggregate Intrinsic Value
($000s)
|
|
Weighted-Average Remaining Term
(Years)
|
|||||
Outstanding at September 28, 2018
|
|
13,302
|
|
|
$
|
26.60
|
|
|
|
|
|
||
Granted
|
|
1,955
|
|
|
$
|
36.42
|
|
|
|
|
|
||
Exercised
|
|
(1,973
|
)
|
|
$
|
21.90
|
|
|
|
|
|
||
Forfeited and expired
|
|
(928
|
)
|
|
$
|
35.72
|
|
|
|
|
|
||
Outstanding at September 27, 2019
|
|
12,356
|
|
|
$
|
28.22
|
|
|
$
|
182,889
|
|
|
5.7
|
Exercisable at September 27, 2019
|
|
8,150
|
|
|
$
|
23.82
|
|
|
$
|
156,493
|
|
|
4.4
|
Expected to vest at September 27, 2019
|
|
3,980
|
|
|
$
|
36.72
|
|
|
$
|
25,066
|
|
|
8.2
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Total intrinsic value exercised (in millions)
|
|
$
|
26.8
|
|
|
$
|
16.6
|
|
|
$
|
32.2
|
|
Total fair value that vested (in millions)
|
|
16.3
|
|
|
17.3
|
|
|
17.7
|
|
Options
|
|
Shares
(000s) |
|
Weighted-Average Exercise Price
|
|
Aggregate Intrinsic Value
($000s)
|
|
Weighted-Average Remaining Term
(Years)
|
|||||
Outstanding at September 28, 2018
|
|
1,875
|
|
|
$
|
12.46
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(364
|
)
|
|
$
|
11.17
|
|
|
|
|
|
||
Forfeited and expired
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at September 27, 2019
|
|
1,511
|
|
|
$
|
12.77
|
|
|
$
|
45,696
|
|
|
2.2
|
Exercisable at September 27, 2019
|
|
1,511
|
|
|
$
|
12.77
|
|
|
$
|
45,696
|
|
|
2.2
|
Restricted Stock Units
|
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at September 28, 2018
|
|
2,408
|
|
|
$
|
36.66
|
|
Granted
|
|
1,204
|
|
|
$
|
36.53
|
|
Vested
|
|
(630)
|
|
|
$
|
35.49
|
|
Forfeited
|
|
(333)
|
|
|
$
|
36.99
|
|
Outstanding at September 27, 2019
|
|
2,649
|
|
|
$
|
36.89
|
|
Performance Stock Units
|
|
Units
(000s) |
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at September 28, 2018
|
|
1,614
|
|
|
$
|
34.99
|
|
Granted(3)
|
|
1,299
|
|
|
$
|
36.44
|
|
Vested
|
|
(1,051)
|
|
|
$
|
32.65
|
|
Forfeited
|
|
(241)
|
|
|
$
|
36.66
|
|
Outstanding at September 27, 2019
|
|
1,621
|
|
|
$
|
36.20
|
|
(3)
|
Includes approximately 0.5 million shares resulting from the payout of the fiscal 2016 PSU grants due to exceeding the adjusted earnings per share target.
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
Earnings:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
448,549
|
|
|
$
|
567,885
|
|
|
$
|
373,923
|
|
Shares:
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
|
246,854
|
|
|
245,771
|
|
|
244,453
|
|
|||
Effect of dilutive securities
|
|
5,156
|
|
|
7,581
|
|
|
7,104
|
|
|||
Diluted weighted-average shares outstanding
|
|
252,010
|
|
|
253,352
|
|
|
251,557
|
|
|||
|
|
|
|
|
|
|
||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
1.82
|
|
|
$
|
2.31
|
|
|
$
|
1.53
|
|
Diluted Earnings Per Share:
|
|
|
|
|
|
|
||||||
Net income attributable to Aramark stockholders
|
|
$
|
1.78
|
|
|
$
|
2.24
|
|
|
$
|
1.49
|
|
2020
|
$
|
101,061
|
|
2021
|
74,908
|
|
|
2022
|
56,765
|
|
|
2023
|
43,795
|
|
|
2024
|
36,215
|
|
|
2025-Thereafter
|
214,818
|
|
|
Total minimum rental obligations
|
$
|
527,562
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
December 28, 2018
|
|
March 29, 2019
|
|
June 28, 2019
|
|
September 27, 2019
|
||||||||
Revenue
|
|
$
|
4,265,349
|
|
|
$
|
3,999,987
|
|
|
$
|
4,010,761
|
|
|
$
|
3,951,244
|
|
Cost of services provided
|
|
3,794,445
|
|
|
3,639,959
|
|
|
3,594,978
|
|
|
3,503,280
|
|
||||
Net income(1)
|
|
250,676
|
|
|
29,310
|
|
|
83,064
|
|
|
85,414
|
|
||||
Net income attributable to Aramark stockholders(1)
|
|
250,682
|
|
|
29,353
|
|
|
82,955
|
|
|
85,557
|
|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.02
|
|
|
$
|
0.12
|
|
|
$
|
0.34
|
|
|
$
|
0.35
|
|
Diluted
|
|
0.99
|
|
|
0.12
|
|
|
0.33
|
|
|
0.34
|
|
||||
Dividends declared per common share
|
|
0.110
|
|
|
0.110
|
|
|
0.110
|
|
|
0.110
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Quarter Ended
|
||||||||||||||
|
|
December 29, 2017
|
|
March 30, 2018
|
|
June 29, 2018
|
|
September 28, 2018
|
||||||||
Revenue
|
|
$
|
3,965,118
|
|
|
$
|
3,939,311
|
|
|
$
|
3,971,606
|
|
|
$
|
3,913,598
|
|
Cost of services provided(2)
|
|
3,522,230
|
|
|
3,563,009
|
|
|
3,526,293
|
|
|
3,386,380
|
|
||||
Net income(3)
|
|
292,440
|
|
|
27,716
|
|
|
72,716
|
|
|
175,568
|
|
||||
Net income attributable to Aramark stockholders(3)
|
|
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
|
|
(1)
|
Fiscal 2019 net income was impacted by the sale of HCT in the first quarter of fiscal 2019 (see Note 2).
|
(2)
|
Fiscal 2018 balances have been restated to reflect the impact of the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (see Note 1).
|
(3)
|
Fiscal 2018 net income was impacted by the passage of the "Tax Cuts and Jobs Act" (see Note 9).
|
|
Revenue(1)
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
FSS United States
|
$
|
9,898.6
|
|
|
$
|
10,137.8
|
|
|
$
|
9,748.0
|
|
FSS International
|
3,742.9
|
|
|
3,655.8
|
|
|
3,291.7
|
|
|||
Uniform
|
2,585.8
|
|
|
1,996.0
|
|
|
1,564.7
|
|
|||
|
$
|
16,227.3
|
|
|
$
|
15,789.6
|
|
|
$
|
14,604.4
|
|
|
Operating Income(1)(2)(3)
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
FSS United States
|
$
|
716.8
|
|
|
$
|
682.7
|
|
|
$
|
596.6
|
|
FSS International
|
142.7
|
|
|
142.2
|
|
|
155.8
|
|
|||
Uniform
|
191.3
|
|
|
181.4
|
|
|
182.3
|
|
|||
|
1,050.8
|
|
|
1,006.3
|
|
|
934.7
|
|
|||
Corporate
|
(159.6
|
)
|
|
(187.9
|
)
|
|
(133.1
|
)
|
|||
Operating Income
|
891.2
|
|
|
818.4
|
|
|
801.6
|
|
|||
Interest and Other Financing Costs, net
|
(335.0
|
)
|
|
(346.6
|
)
|
|
(280.9
|
)
|
|||
Income Before Income Taxes
|
$
|
556.2
|
|
|
$
|
471.8
|
|
|
$
|
520.7
|
|
|
Depreciation and Amortization(1)
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
FSS United States
|
$
|
381.6
|
|
|
$
|
405.0
|
|
|
$
|
372.7
|
|
FSS International
|
69.4
|
|
|
64.8
|
|
|
55.3
|
|
|||
Uniform
|
138.7
|
|
|
123.4
|
|
|
77.2
|
|
|||
Corporate
|
2.9
|
|
|
3.0
|
|
|
3.0
|
|
|||
|
$
|
592.6
|
|
|
$
|
596.2
|
|
|
$
|
508.2
|
|
|
Capital Expenditures and Other(1)
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 27, 2019
|
|
September 28, 2018*
|
|
September 29, 2017
|
||||||
FSS United States
|
$
|
375.9
|
|
|
$
|
494.3
|
|
|
$
|
420.4
|
|
FSS International
|
69.4
|
|
|
84.1
|
|
|
66.1
|
|
|||
Uniform
|
61.0
|
|
|
332.5
|
|
|
67.5
|
|
|||
Corporate
|
0.1
|
|
|
1.2
|
|
|
1.0
|
|
|||
|
$
|
506.4
|
|
|
$
|
912.1
|
|
|
$
|
555.0
|
|
* Includes amounts acquired in business combinations
|
|
|
|
|
|
|
Identifiable Assets(1)
|
||||||
|
September 27, 2019
|
|
September 28, 2018
|
||||
FSS United States
|
$
|
8,368.1
|
|
|
$
|
8,482.8
|
|
FSS International
|
2,039.2
|
|
|
2,072.0
|
|
||
Uniform
|
3,118.7
|
|
|
2,991.7
|
|
||
Corporate
|
210.3
|
|
|
173.6
|
|
||
|
$
|
13,736.3
|
|
|
$
|
13,720.1
|
|
|
Revenue(1)
|
||||||||||
|
Fiscal Year Ended
|
||||||||||
|
September 27, 2019
|
|
September 28, 2018
|
|
September 29, 2017
|
||||||
United States
|
$
|
12,070.0
|
|
|
$
|
11,795.6
|
|
|
$
|
11,098.0
|
|
Foreign
|
4,157.3
|
|
|
3,994.0
|
|
|
3,506.4
|
|
|||
|
$
|
16,227.3
|
|
|
$
|
15,789.6
|
|
|
$
|
14,604.4
|
|
|
Property and Equipment, net(1)
|
||||||
|
September 27, 2019
|
|
September 28, 2018
|
||||
United States
|
$
|
1,854.7
|
|
|
$
|
1,065.9
|
|
Foreign
|
327.1
|
|
|
312.2
|
|
||
|
$
|
2,181.8
|
|
|
$
|
1,378.1
|
|
(1)
|
The adoption of the new ASU related to revenue recognition impacted each of the financial information categories presented (see Note 7). All financial information categories in fiscal 2019 for the FSS United States segment were also impacted by the sale of HCT in the first quarter of fiscal 2019 (see Note 2).
|
(2)
|
Fiscal 2018 and 2017 balances have been restated to reflect the impact of the adoption of ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (see Note 1).
|
(3)
|
During fiscal 2019, the Company incurred expenses of $74.9 million related to special recognition awards, retirement contributions and employee training costs as a result of tax savings from U.S. tax reform. The breakdown of these expenses by segment are as follows: FSS United States: $58.7 million; FSS International: $0.4 million; Uniform: $14.4 million; and Corporate: $1.4 million.
|
•
|
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
|
|
|
$
|
33,510
|
|
|
$
|
40,544
|
|
|
$
|
172,584
|
|
|
$
|
—
|
|
|
$
|
246,643
|
|
Receivables
|
—
|
|
|
1,966
|
|
|
522,627
|
|
|
1,282,371
|
|
|
—
|
|
|
1,806,964
|
|
||||||
Inventories
|
—
|
|
|
15,804
|
|
|
301,091
|
|
|
94,424
|
|
|
—
|
|
|
411,319
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
27,164
|
|
|
82,666
|
|
|
83,631
|
|
|
—
|
|
|
193,461
|
|
||||||
Total current assets
|
5
|
|
|
78,444
|
|
|
946,928
|
|
|
1,633,010
|
|
|
—
|
|
|
2,658,387
|
|
||||||
Property and Equipment, net
|
—
|
|
|
43,329
|
|
|
1,784,410
|
|
|
354,023
|
|
|
—
|
|
|
2,181,762
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
4,694,549
|
|
|
651,147
|
|
|
—
|
|
|
5,518,800
|
|
||||||
Investment in and Advances to Subsidiaries
|
3,320,042
|
|
|
6,649,119
|
|
|
—
|
|
|
717,228
|
|
|
(10,686,389
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,684
|
|
|
1,819,315
|
|
|
184,567
|
|
|
—
|
|
|
2,033,566
|
|
||||||
Other Assets
|
—
|
|
|
20,382
|
|
|
979,350
|
|
|
346,076
|
|
|
(2,002
|
)
|
|
1,343,806
|
|
||||||
|
$
|
3,320,047
|
|
|
$
|
6,994,062
|
|
|
$
|
10,224,552
|
|
|
$
|
3,886,051
|
|
|
$
|
(10,688,391
|
)
|
|
$
|
13,736,321
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
6,256
|
|
|
$
|
27,924
|
|
|
$
|
35,748
|
|
|
$
|
—
|
|
|
$
|
69,928
|
|
Accounts payable
|
—
|
|
|
127,640
|
|
|
507,903
|
|
|
363,974
|
|
|
—
|
|
|
999,517
|
|
||||||
Accrued expenses and other current liabilities
|
—
|
|
|
241,523
|
|
|
1,030,074
|
|
|
364,168
|
|
|
88
|
|
|
1,635,853
|
|
||||||
Total current liabilities
|
—
|
|
|
375,419
|
|
|
1,565,901
|
|
|
763,890
|
|
|
88
|
|
|
2,705,298
|
|
||||||
Long-term Borrowings
|
—
|
|
|
6,090,487
|
|
|
82,394
|
|
|
439,358
|
|
|
—
|
|
|
6,612,239
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
380,453
|
|
|
569,409
|
|
|
138,960
|
|
|
—
|
|
|
1,088,822
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
4,187,591
|
|
|
726,464
|
|
|
(4,914,055
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
9,915
|
|
|
—
|
|
|
—
|
|
|
9,915
|
|
||||||
Total Stockholders' Equity
|
3,320,047
|
|
|
147,703
|
|
|
3,809,342
|
|
|
1,817,379
|
|
|
(5,774,424
|
)
|
|
3,320,047
|
|
||||||
|
$
|
3,320,047
|
|
|
$
|
6,994,062
|
|
|
$
|
10,224,552
|
|
|
$
|
3,886,051
|
|
|
$
|
(10,688,391
|
)
|
|
$
|
13,736,321
|
|
|
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)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,062,655
|
|
|
$
|
10,653,013
|
|
|
$
|
4,511,673
|
|
|
$
|
—
|
|
|
$
|
16,227,341
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
981,661
|
|
|
9,362,232
|
|
|
4,188,769
|
|
|
—
|
|
|
14,532,662
|
|
||||||
Depreciation and amortization
|
—
|
|
|
16,377
|
|
|
473,833
|
|
|
102,363
|
|
|
—
|
|
|
592,573
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
162,963
|
|
|
176,714
|
|
|
27,579
|
|
|
—
|
|
|
367,256
|
|
||||||
Gain on sale of Healthcare Technologies
|
—
|
|
|
—
|
|
|
(156,309
|
)
|
|
—
|
|
|
—
|
|
|
(156,309
|
)
|
||||||
Interest and other financing costs, net
|
—
|
|
|
316,120
|
|
|
3,531
|
|
|
15,336
|
|
|
—
|
|
|
334,987
|
|
||||||
Expense allocations
|
—
|
|
|
(315,432
|
)
|
|
274,501
|
|
|
40,931
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
1,161,689
|
|
|
10,134,502
|
|
|
4,374,978
|
|
|
—
|
|
|
15,671,169
|
|
||||||
Income (Loss) before Income Taxes
|
—
|
|
|
(99,034
|
)
|
|
518,511
|
|
|
136,695
|
|
|
—
|
|
|
556,172
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(38,388
|
)
|
|
109,144
|
|
|
36,950
|
|
|
—
|
|
|
107,706
|
|
||||||
Equity in Net Income of Subsidiaries
|
448,549
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(448,549
|
)
|
|
—
|
|
||||||
Net income (loss)
|
448,549
|
|
|
(60,646
|
)
|
|
409,367
|
|
|
99,745
|
|
|
(448,549
|
)
|
|
448,466
|
|
||||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
||||||
Net income (loss) attributable to Aramark stockholders
|
448,549
|
|
|
(60,646
|
)
|
|
409,450
|
|
|
99,745
|
|
|
(448,549
|
)
|
|
448,549
|
|
||||||
Other comprehensive income (loss), net of tax
|
(125,742
|
)
|
|
(71,282
|
)
|
|
(553
|
)
|
|
(121,505
|
)
|
|
193,340
|
|
|
(125,742
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
322,807
|
|
|
$
|
(131,928
|
)
|
|
$
|
408,897
|
|
|
$
|
(21,760
|
)
|
|
$
|
(255,209
|
)
|
|
$
|
322,807
|
|
|
Aramark
(Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,027,573
|
|
|
$
|
10,432,088
|
|
|
$
|
4,329,972
|
|
|
$
|
—
|
|
|
$
|
15,789,633
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
848,739
|
|
|
9,132,991
|
|
|
4,016,181
|
|
|
—
|
|
|
13,997,911
|
|
||||||
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
|
|
|
266
|
|
|
17,242
|
|
|
—
|
|
|
346,535
|
|
||||||
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)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,041,490
|
|
|
$
|
9,708,157
|
|
|
$
|
3,854,765
|
|
|
$
|
—
|
|
|
$
|
14,604,412
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
941,031
|
|
|
8,507,705
|
|
|
3,546,667
|
|
|
—
|
|
|
12,995,403
|
|
||||||
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
|
|
|
(3,196
|
)
|
|
10,776
|
|
|
—
|
|
|
280,985
|
|
||||||
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)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(47,231
|
)
|
|
$
|
757,832
|
|
|
$
|
290,539
|
|
|
$
|
(16,913
|
)
|
|
$
|
984,227
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment and other
|
—
|
|
|
(12,160
|
)
|
|
(414,017
|
)
|
|
(76,913
|
)
|
|
—
|
|
|
(503,090
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
6,644
|
|
|
6,665
|
|
|
4,562
|
|
|
—
|
|
|
17,871
|
|
||||||
Proceeds from divestiture
|
—
|
|
|
—
|
|
|
293,711
|
|
|
—
|
|
|
—
|
|
|
293,711
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(23,028
|
)
|
|
(21,835
|
)
|
|
—
|
|
|
(44,863
|
)
|
||||||
Proceeds from government agencies related to property and equipment
|
—
|
|
|
—
|
|
|
23,025
|
|
|
—
|
|
|
—
|
|
|
23,025
|
|
||||||
Other investing activities
|
—
|
|
|
(356
|
)
|
|
3,677
|
|
|
504
|
|
|
—
|
|
|
3,825
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(5,872
|
)
|
|
(109,967
|
)
|
|
(93,682
|
)
|
|
—
|
|
|
(209,521
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
77,630
|
|
|
—
|
|
|
77,630
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(545,809
|
)
|
|
(34,431
|
)
|
|
(74,320
|
)
|
|
—
|
|
|
(654,560
|
)
|
||||||
Payments of dividends
|
—
|
|
|
(108,439
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(108,439
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
39,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,087
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(50,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
||||||
Other financing activities
|
—
|
|
|
(36,305
|
)
|
|
(2,192
|
)
|
|
(113
|
)
|
|
—
|
|
|
(38,610
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
737,363
|
|
|
(600,542
|
)
|
|
(153,734
|
)
|
|
16,913
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
35,897
|
|
|
(637,165
|
)
|
|
(150,537
|
)
|
|
16,913
|
|
|
(734,892
|
)
|
||||||
Effect of foreign exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,196
|
)
|
|
—
|
|
|
(8,196
|
)
|
||||||
Decrease (increase) in cash and cash equivalents
|
—
|
|
|
(17,206
|
)
|
|
10,700
|
|
|
38,124
|
|
|
—
|
|
|
31,618
|
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
50,716
|
|
|
29,844
|
|
|
134,460
|
|
|
—
|
|
|
215,025
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
33,510
|
|
|
$
|
40,544
|
|
|
$
|
172,584
|
|
|
$
|
—
|
|
|
$
|
246,643
|
|
|
Aramark
(Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
111,541
|
|
|
$
|
690,218
|
|
|
$
|
315,703
|
|
|
$
|
(65,587
|
)
|
|
$
|
1,051,875
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment 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
|
|
||||||
Effect of foreign exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,524
|
)
|
|
—
|
|
|
(4,524
|
)
|
||||||
(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)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
261,282
|
|
|
$
|
779,801
|
|
|
$
|
200,018
|
|
|
$
|
(188,275
|
)
|
|
$
|
1,052,826
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment 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
|
)
|
||||||
Effect of foreign exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
561
|
|
|
—
|
|
|
561
|
|
||||||
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
|
|
|
|
|
|
Additions
|
|
Reductions
|
|
|
||||||||
|
|
Balance, Beginning of Period
|
|
Charged to Income
|
|
Deductions from Reserves(1)
|
|
Balance, End of Period
|
||||||||
Description
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2019
|
|
|
|
|
|
|
|
|
||||||||
Reserve for doubtful accounts, advances & current notes receivable
|
|
$
|
52,682
|
|
|
$
|
21,821
|
|
|
$
|
24,937
|
|
|
$
|
49,566
|
|
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
|
|
(1)
|
Amounts determined not to be collectible and charged against the reserve and translation.
|
Exhibit No.
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
101.SCH*
|
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104*
|
|
Inline XBRL for the cover page of this Annual Report on Form 10-K; included in Exhibit 101 Inline XBRL document set.
|
#
|
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.
|
|
|
•
|
prior to such time the board of directors of the corporation approved either the business combination or transaction which resulted in the stockholder becoming an interested stockholder;
|
|
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and employee stock plans in which participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
|
|
•
|
at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of 66-2/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
|
|
•
|
the provision requiring a 75% supermajority vote for stockholders to amend our amended and restated bylaws;
|
|
|
•
|
the provisions regarding resignation and removal of directors;
|
|
|
•
|
the provisions regarding competition and corporate opportunities;
|
|
|
•
|
the provisions regarding stockholder action by written consent;
|
|
|
•
|
the provisions regarding calling special meetings of stockholders;
|
|
|
•
|
the provisions regarding filling vacancies on our board of directors and newly created directorships;
|
|
|
•
|
the provisions eliminating monetary damages for breaches of fiduciary duty by a director;
|
|
|
•
|
the provisions related to the Court of Chancery as the exclusive forum for certain types of actions by stockholders; and
|
|
|
•
|
the amendment provision requiring that the above provisions be amended only with a 75% supermajority vote.
|
Accept:
|
|
Keith P. Bethel
|
|
|
|
|
(Please Print Name)
|
|
|
|
|
|
|
|
|
|
/s/ Keith P. Bethel
|
|
September 7, 2016
|
|
|
(Please Sign Name)
|
|
Date
|
|
|
|
Title:
|
Chief Growth Officer
Aramark
|
|
|
|
|
Level:
|
Band 2
|
|
|
|
|
Reports To:
|
Eric J. Foss
Chairman, President and Chief Executive Officer
|
|
|
|
|
Location:
|
Philadelphia, PA
|
|
|
|
|
Effective Date:
|
October 1, 2016
|
|
|
|
|
Base Salary:
|
$400,000
|
|
|
|
|
Bonus:
|
You will continue to be eligible to participate in Aramark’s Management Incentive Bonus (MIB) Plan for Fiscal Year 2017. As further described in the Plan, if you are eligible to receive a Management Incentive Bonus, the amount of your Bonus will be determined on the basis of both the performance of Aramark and your performance measured against certain annual financial and non-financial goals. The guideline for your position is a target bonus of 85% of base salary.
|
|
|
|
|
Benefits:
Equity Incentives:
|
You will continue to be eligible to participate in the standard Aramark Benefits Program, as well as the Benefits/Perquisites Programs in place for ELC members, which are subject to change from time to time.
We will recommend to the Compensation and Human Resources Committee of the Board of Directors (the “Committee”) that you be awarded equity grants with a value of approximately $850,000. This amount is inclusive of the equity grant award commitment made to you in the Offer Detail Summary dated June 1, 2016 related to your expanded role supporting the Healthcare, Facilities and Higher Education Sector.
The value of these awards will be comprised of: 40% time based non-qualified stock options, 40% performance stock units and 20% time based restricted stock units. The value of the time based non-qualified stock options will be based on their Black Scholes value as determined by Aramark. The exercise price of the stock options will be equal to the fair market value of Aramark stock on the date of grant, as such fair market value is defined under the 2013 Stock Incentive Plan. The value of the restricted stock units and performance stock units will be based on the fair market value of the restricted stock units and the target number of performance stock units.
The stock options will generally vest over 4 years, 25% each year. The performance stock units have a vesting period of 3 years, with the number of performance stock units that are eligible to vest determined based on achievement by Aramark of the applicable performance targets as provided in the performance stock unit award and grant certificate. The restricted stock units will generally vest over 4 years, 25% each year. The actual terms and conditions of the stock options, performance stock units (including the performance targets) and restricted stock units, in each case including the vesting terms, will be set forth in the award agreement and grant details for each such instrument that will be provided to you following the grant.
Your stock option, performance stock unit and restricted stock unit grants described above are subject to approval and generally will be granted at a future Compensation and Human Resources Committee meeting where awards are considered.
|
|
Auto Allowance:
|
You will continue to be eligible to receive an auto allowance of $1,100 per month. This amount is subject to all applicable withholding taxes, is paid monthly and is not pro-rated.
|
|
|
|
|
This offer letter, along with the agreements referenced herein, sets forth the entire understanding of the parties with respect to all aspects of the offer. Any and all previous agreements or understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this offer letter.
|
|
|
|
|
A.
|
Subject to Article 2. B. below, Employee, during Employee’s period of employment with ARAMARK, and for a period of two years following the voluntary or involuntary termination of employment, shall not, without ARAMARK’s written permission, which shall be granted or denied in ARAMARK’s sole discretion, directly or indirectly, associate with (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise), or acquire or maintain ownership interest
|
B.
|
The provision set forth in Article 2.A above, shall apply to the full extent permitted by law (i) in all fifty states, and (ii) in each foreign country, possession or territory in which ARAMARK may be engaged in, or have plans to engage in, business (x) during Employee’s period of employment, or (y) in the case of a termination of employment, as of the effective date of such termination or at any time during the twenty-four month period prior thereto.
|
C.
|
Employee acknowledges that these restrictions are reasonable and necessary to protect the business interests of ARAMARK, and that enforcement of the provisions set forth in this Article 2 will not unnecessarily or unreasonably impair Employee’s ability to obtain other employment following the termination (voluntary or involuntary) of Employee’s employment with ARAMARK. Further, Employee acknowledges that the provisions set forth in this Article 2 shall apply if Employee’s employment is involuntarily terminated
|
A.
|
If Employee’s employment is terminated by ARAMARK for any reason other than Cause, Employee shall be entitled to the following post-employment benefits:
|
1.
|
Severance Pay: Employee shall receive severance payments equivalent to Employee’s weekly base salary as of the effective date of termination for the number of weeks set forth on the following schedule:
|
Years of Continuous Service with ARAMARK (or with any of its Predecessor Corporations or its Parent) Completed from Last Hire Date
|
Weeks of Severance Pay
|
Less than 2
|
26
|
2
|
32
|
3
|
39
|
4
|
45
|
5 or More
|
52
|
(a)
|
Basic Group medical and life insurance coverages shall continue under then prevailing terms during the Severance Pay Period; provided, however, that if Employee becomes employed by a new employer during that period, continuing coverage from ARAMARK will become secondary to any coverage afforded by the new employer. Employee’s share of the premiums will be deducted from Employee’s severance payments. Basic Group medical coverage provided during such period shall be applied against ARAMARK’s obligation to continue group medical coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Upon termination of basic group medical and life coverages, Employee may convert such coverages to individual policies to the extent allowable under the terms of the plans providing such coverages.
|
(b)
|
If, at the time of termination, ARAMARK is providing Employee with a leased vehicle, then ARAMARK will continue to provide the leased vehicle through the Severance Pay Period under the same terms and conditions as in effect at the time of the Employee’s termination. At the expiration of the Severance Pay Period, Employee must return the leased vehicle to ARAMARK unless the Employee elects to purchase the vehicle in accordance with the Executive Leadership Council policy then in effect. If Employee is receiving a car allowance at the time of the Employee’s termination, such car allowance will continue to be paid through the Severance Pay Period. At the expiration of the Severance Pay Period, the Employee will cease being paid a car allowance.
|
(c)
|
Employee’s eligibility to participate in all other benefit and compensation plans, including, but not limited to the Management Incentive Bonus, Long Term Disability, any nonqualified retirement plans and any stock option or ownership plans, shall terminate as of the effective date of Employee’s termination unless provided otherwise under the terms of a particular plan, provided, however, that participation in plans and programs made available solely to Executive Leadership Council members, including, but not limited to the Executive Leadership Council Medical Plan, shall cease as of the effective date of termination or the date Employee’s Executive Leadership Council membership ceases, whichever occurs first. Employee, however, shall have certain rights to continue the Executive Leadership Council Medical Plan under COBRA.
|
B.
|
Termination for “Cause” shall be defined as termination of employment due to: (i) conviction of or entry of a plea of guilty or nolo contendere to a felony (or any similar crime for purposes of laws outside the United States), (ii) fraud or dishonesty, (iii) willful failure to perform assigned duties, (iv) willful violation of ARAMARK’s Business Conduct Policy, or (v) intentionally working against the best interests of ARAMARK.
|
C.
|
If Employee is terminated by ARAMARK for reasons other than Cause, Employee will receive the severance payments and other post-employment benefits during the Severance Pay Period even if Employee commences other employment during such period provided such employment does not violate the terms of Article 2.
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D.
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In addition to the remedies set forth in Article 5, ARAMARK reserves the right to terminate all severance payments and other post-employment benefits if Employee violates the covenants set forth in Articles 1, 2, 3 or 4 above.
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E.
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Employee’s receipt of severance and other post-employment benefits under this Agreement is contingent on (i) Employee’s compliance with the provisions of Articles 1, 2, 3 and 4 and (ii) Employee’s execution of a release in a form reasonably acceptable to ARAMARK, except that such release shall not include any claims by Employee to enforce Employee’s rights under, or with respect to, this Agreement or any ARAMARK benefit plan pursuant to its terms, and (ii) the expiration of the applicable Age Discrimination in Employment Act revocation period without such release being revoked by Employee. For the avoidance of doubt, notwithstanding anything else contained in this Article 6 to the contrary, ARAMARK may choose not to commence (or may choose to discontinue) providing any payment or benefit hereunder unless and until Employee executes and delivers, without revocation, the foregoing release within 60 days following
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A.
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As used throughout this Agreement, ARAMARK includes ARAMARK Corporation and its subsidiaries and affiliates or any corporation, joint venture, or other entity in which ARAMARK Corporation or its subsidiaries or affiliates have an equity interest in excess of ten percent (10%).
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B.
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This Agreement shall supersede and substitute for any previous post-employment or severance agreement between Employee and ARAMARK.
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C.
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If Employee’s employment with ARAMARK terminates solely by reason of a transfer of stock or assets of, or a merger or other disposition of, a subsidiary of ARAMARK (whether direct or indirect), such termination shall not be deemed a termination of
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D.
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Employee shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise.
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E.
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In the event any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.
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F.
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In the event that it is reasonably determined by ARAMARK that, as a result of the new deferred compensation tax rules under Section 409A of the Internal Revenue Code of 1986, as amended (and any related regulations or other pronouncements thereunder) (“the Deferred Compensation Tax Rules”), any of the payments or benefits that Employee is entitled to under the terms of this Agreement (or any other nonqualified deferred compensation plan or arrangement maintained by ARAMARK in which Employee participates) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Employee to be subject to tax under the Deferred Compensation Tax Rules, ARAMARK shall, in lieu of providing such payment or benefit
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G.
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Employee hereby represents to ARAMARK that the execution and delivery of this Agreement by Employee and ARAMARK and the performance by Employee of Employee’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Employee is a party or is otherwise bound.
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H.
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The terms of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts of laws principles thereof. For purposes of any action or proceeding, Employee irrevocably submits to the non-exclusive jurisdiction of the courts of Pennsylvania and the courts of the United States of America located in Pennsylvania for the purpose of any judicial proceeding arising out of or relating to this Agreement, and acknowledges that the designated fora have a reasonable relation to the Agreement and to the parties’ relationship with one another. Notwithstanding the provisions of this Article 8.H, ARAMARK may, in its discretion, bring an action or special proceeding in any court of competent jurisdiction for the purpose of seeking temporary or preliminary relief pending resolution of a dispute.
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I.
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Employee expressly consents to the application of Article 8.H to any judicial action or proceeding arising out of or relating to this Agreement. ARAMARK shall have the right to serve legal process upon Employee in any manner permitted by law. In addition, Employee irrevocably appoints the General Counsel of ARAMARK Corporation (or any successor) as Employee’s agent for service of legal process in connection with any such action or proceeding and Employee agrees that service of legal process upon such agent, who shall promptly advise Employee of any such service of legal process at the address
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J.
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Employee hereby waives, to the fullest extent permitted by applicable law, any objection that Employee now or hereafter may have to personal jurisdiction or to the laying of venue of any action or proceeding brought in any court referenced in Article 8.H and hereby agrees not to plead or claim the same.
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K.
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Notwithstanding any other provision of this Agreement, ARAMARK may, to the extent required by law, withhold applicable federal, state and local income and other taxes from any payments due to Employee hereunder.
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L.
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Employee and ARAMARK acknowledge that for purposes of Article 6, Employee’s last hire date with ARAMARK is October 13, 1990.
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M.
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This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Employee, and their respective heirs, legal representatives, successors and assigns. Employee acknowledges and agrees that this Agreement, including its provisions on post-employment restrictions, is specifically assignable by ARAMARK. Employee hereby consents to such future assignment and agrees not to challenge the validity of such future assignment.
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Accept:
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Lauren Harrington
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(Please Print Name)
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/s/ Lauren Harrington
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February 19, 2019
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(Please Sign Name)
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Date
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Title:
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Senior Vice President and General Counsel
Aramark
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Level:
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Executive Leadership Council
Band 2
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Reports To:
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Eric Foss, Chairman, President & CEO
Aramark
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Location:
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Philadelphia, PA
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Effective Date:
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March 4, 2019
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Base Salary:
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$435,000
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Bonus:
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You will continue to be eligible to participate in Aramark’s Management Incentive Bonus (MIB) Plan for Fiscal Year 2019. As further described in the Plan, if you are eligible to receive a Management Incentive Bonus, the amount of your Bonus will be determined on the basis of both the performance of Aramark and your performance measured against certain annual financial and non-financial goals. The current guideline for your position is a target bonus of 85% of base salary. Your actual bonus paid for Fiscal Year 2019 will be prorated as appropriate.
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Equity Incentives:
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We will recommend to the Compensation and Human Resources Committee that you be awarded equity grants with a value of $500,000.
Aramark’s current practice sets the value of these awards as follows:
30% time based non-qualified stock options, 50% performance stock units and 20% time based restricted stock units. Please note that Aramark reserves the right to modify such practice at any time. The value of the time based non-qualified stock options will be based on their Black Scholes value as determined by Aramark. The exercise price of the stock options will be equal to the fair market value of Aramark stock on the date of grant, as such fair market value is defined under the 2013 Stock Incentive Plan. The value of the restricted stock units and performance stock units will be based on the fair market value of the restricted stock units and the target number of performance stock units.
The stock options will generally vest over 4 years, 25% each year. The performance stock units have a vesting period of 3 years, with the number of performance stock units that are eligible to vest determined based on achievement by Aramark of the applicable performance targets as provided in the performance stock unit award. The restricted stock units will generally vest over 4 years, 25% each year. The actual terms and conditions of the stock options, performance stock units (including the performance targets) and restricted stock units, in each case including the vesting terms, will be set forth in the award agreement and grant details for each such instrument that will be provided to you electronically following the grant.
Your equity grants described above are subject to approval and generally will be granted around the time of a future quarterly Compensation and Human Resources Committee meeting where awards are considered.
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Benefits:
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You will continue to be eligible to participate in the standard Aramark Benefits Program, as well as the Benefits/Perquisites Programs in place for ELC members, which are subject to change from time to time.
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Auto Allowance:
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You will be eligible to receive an auto allowance of $1,100 per month. This amount is subject to all applicable withholding taxes, is paid monthly and is not pro-rated.
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This offer letter, along with the agreements referenced herein, sets forth the entire understanding of the parties with respect to all aspects of the offer. Any and all previous agreements or understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this offer letter.
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1.
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Certain Definitions.
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2.
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Maintenance of Insurance; Limitations.
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3.
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Indemnification of Indemnitee.
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4.
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Additional Indemnity.
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5.
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Limitations on Indemnity.
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6.
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Continuation of Indemnity.
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7.
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Notification and Defense of Claim.
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8.
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Procedures for Determination of Entitlement to Indemnification.
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9.
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Presumptions and Effect of Certain Proceedings.
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10.
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Advance of Expenses, Judgments, Etc.
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11.
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Enforcement.
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12.
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Establishment of Trust.
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13.
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Other Rights and Remedies.
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14.
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Notices.
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15.
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Subrogation.
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16.
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No Construction as Employment Agreement.
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17.
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Severability.
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18.
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No Third Party Beneficiaries.
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19.
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Governing Law; Binding Effect; Amendment, Termination, Assignment and Waiver.
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Aramark
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By:
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[INDEMNITEE]
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A.
|
A Plan participant’s target bonus award will be based upon the “guideline” or percentage of base salary for each eligible participant.
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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
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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.
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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.
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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.
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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.
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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.
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B.
|
Except in cases of voluntary or involuntary termination (discussed in 2 below), the following provisions apply:
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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.
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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.
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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 or if the participant is not party to such an agreement, as defined in Aramark’s Amended and Restated Stock Incentive Plan.
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A.
|
Payment of all or part of a Financial Objective Bonus Award may be deferred in accordance with procedures established by Aramark and amended from time to time, in accordance with the applicable deferral provisions of Section 409A of the Internal Revenue Code (“Section 409A”).
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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.
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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.
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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.
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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.
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A.
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“Administrator” means (i) the Compensation Committee, with respect to actions under this Plan related to the Chief Executive Officer or his direct reports, (ii) the Chief Executive Officer, with respect to actions under this Plan related to Plan participants in career bands 2 and 3, or (iii) the Executive Vice President, Human Resources (or any equivalent successor position) with respect to actions under this Plan related to all other Plan Participants.
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B.
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“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 Administrator 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
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(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
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(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
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(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
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(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
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(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
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(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
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(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
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(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
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1.
|
Grant of RSUs. Aramark (formerly known as Aramark Holdings Corporation) (the “Company”) hereby grants the number of Restricted Stock Units (“RSUs”) set forth on the Certificate of Grant of the Restricted Stock Units attached to this Award and made a part hereof (the “Certificate of Grant”) to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Company Amended and Restated 2013 Stock Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each RSU represents the unfunded, unsecured right of the Participant to receive a share of Common Stock, (as specified below) of the Company (each a “Share”), on the dates specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant.
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2.
|
Payment of Shares.
|
(a)
|
The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number of RSUs granted to the Participant under this Award at such time as the Participant becomes vested in the right to such transfer (x) as set forth on the Certificate of Grant under “Vesting Date”, so long as the Participant remains employed with the Company or any of its Affiliates through such Vesting Date, or (y) as otherwise provided in Section 2(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date).
|
(b)
|
Notwithstanding Section 2(a) of this Award,
|
(i)
|
upon a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement with Notice (as defined below) (each, a “Special Termination”), the installment of RSUs scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain outstanding and become vested RSUs on such next Vesting Date, at which time the Shares equal to the number of vested RSUs shall be transferred, and the remaining RSUs which are not then vested shall be forfeited; and
|
(ii)
|
upon a Termination of Relationship for any reason other than as set forth in clause (i) above, all outstanding RSUs shall be forfeited and immediately cancelled.
|
(c)
|
Also notwithstanding Section 2(a) or (b) of this Award, in the event of (i) the occurrence of a Change of Control and (ii) thereafter, a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason that occurs prior to the second anniversary of the date of such Change of Control, then all then outstanding RSUs shall become vested and the number of Shares equal to all such outstanding RSUs hereunder shall be distributed to the Participant, in each case, as soon as practicable following the date of such Termination of Relationship; provided that the Committee may determine that, in lieu of Shares and/or fractional Shares, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on the Change of Control.
|
(d)
|
Upon each vesting event of any RSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 2(a), 2(b) or 2(c) of this Award, as applicable, the RSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall any transfer occur later than March 15 of the calendar year following the calendar year in which the applicable vesting event occurs under this Award.
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3.
|
Dividends. If on any date while RSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) a dollar amount equal to the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash or Shares, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (I) the aggregate number of RSUs that have been held by the Participant through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional
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4.
|
Adjustments Upon Certain Events. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply.
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5.
|
Restriction on Transfer. The RSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The RSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the RSUs contrary to the provisions of this Award or the Plan shall be null and void and without effect.
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6.
|
Data Protection. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in Exhibit A attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation.
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7.
|
Participant’s Employment. Nothing in this Award or in the RSU shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.
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8.
|
No Acquired Rights. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment.
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9.
|
No Rights of a Stockholder. The Participant shall not have any rights as a stockholder of the Company until the Shares in question have been registered in the Company’s register of stockholders.
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10.
|
Withholding.
|
(a)
|
The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant.
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(b)
|
If the Participant’s employment with the Company terminates prior to the issuance or transfer of any remaining Shares due to be issued or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance or transfer shall be made through the withholding of Shares from such issuance or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 10(a) above.
|
11.
|
Section 409A of the Code. The provisions of Section 14(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
12.
|
RSUs Subject to Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
13.
|
Notices. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
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14.
|
Waiver of Breach. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.
|
15.
|
Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
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16.
|
Modification of Rights; Entire Agreement. The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. For the avoidance of doubt, this Award, the Certificate of Grant and the Plan do not supersede any "Restrictive Covenant Agreement" (as defined below) or employment agreement between the Participant and the Company or its Affiliates.
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17.
|
Clawback upon Breach of Restrictive Covenants. In the event the Participant breaches the Participant’s “Restrictive Covenant Agreement” (as defined below) at any time during the Participant’s employment with the Company or within two years following the termination thereof, then without limiting any other remedies available to the Company (including, without limitation, remedies involving injunctive relief), the Participant shall immediately forfeit any remaining unvested portion of the Award and the Participant shall be required to return to the Company all Shares previously issued in respect of the Award to the extent the Participant continues to own such Shares or, if the Participant no longer owns such Shares, the Participant shall be required to repay to the Company the pre-tax cash value of such Shares calculated based on the Fair Market Value of such Shares on
|
18.
|
Severability. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area1 (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above:
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
1.
|
Grant of PSUs. Aramark (formerly known as ARAMARK Holdings Corporation) (the “Company”) hereby grants the opportunity to vest in a number of Performance Stock Units determined based on the “Target Number of PSUs” set forth on the Certificate of Grant attached to this Award and made a part hereof (the “Certificate of Grant”) to the Participant, on the terms and conditions hereinafter set forth including on Schedule I which is made a part hereof. This grant is made pursuant to the terms of the Company 2013 Amended and Restated Stock Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each Performance Stock Unit (a “PSU”) represents the unfunded, unsecured right of the Participant to receive a share of Common Stock of the Company (each a “Share”), subject to the terms and conditions hereof, on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant.
|
2.
|
Performance and Service Vesting Conditions.
|
3.
|
Payment of Shares.
|
(a)
|
The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number (if any) of Earned PSUs under this Award at such time as the Participant becomes vested under the provisions of Section 2 above in the right to such transfer (x) as set forth on the Certificate of Grant under each “Vesting Date”, as applicable, so long as the Participant remains employed with the Company or any of its Affiliates through each such Vesting Date, or (y) as otherwise provided in Section 3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date); provided, however, that in the event a Vesting Date occurs prior to the Determination Date, no transfer of Shares shall occur until the Determination Date.
|
(b)
|
Notwithstanding Section 3(a) of this Award,
|
(i)
|
upon a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement with Notice (as defined below) (each, a “Special Termination”), (A) which occurs prior to the Determination Date, the PSUs shall remain outstanding and unvested through the Determination Date, and the installment of Earned PSUs (if any) scheduled to vest on the first Vesting Date shall become vested PSUs as of such Vesting Date and (B) which occurs after the Determination Date, the installment of Earned PSUs (if any) scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become vested PSUs; and, in either case of (A) or (B), as applicable, Shares equal to the number of Earned PSUs scheduled to vest on the applicable Vesting Date shall be transferred, and the remaining PSUs which do not become vested pursuant to this Section shall be forfeited; and
|
(ii)
|
upon a Termination of Relationship for any reason other than as set forth in clause (i) above, all outstanding PSUs shall be forfeited and immediately cancelled; provided, however, that in the case of a Termination of Relationship after a Vesting Date but prior to the Determination Date, the corresponding portion of Earned PSUs (if any) shall remain outstanding and shall become vested PSUs as of the Determination Date.
|
(c)
|
Also notwithstanding Section 3(a) or (b) of this Award, in accordance with the terms of Section 13 of the Plan, in the event of a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason, in each case, that occurs within two years following a Change of Control, the following treatment (under clauses (i) or (ii), as applicable) will apply with respect to any then outstanding PSUs:
|
(i)
|
if such termination occurs prior to the Determination Date, then such Performance Period (to the extent not completed) shall end as of such date, then the Target Number of PSUs shall become vested on the date of such Termination of Relationship, and a number of Shares equal to such number of PSUs shall be distributed to the Participant as soon as practicable following the date of such Termination of Relationship; or
|
(ii)
|
if such termination occurs on or following the Determination Date, then the Earned PSUs (if any) shall immediately become vested on the date of such Termination of Relationship and a number of Shares equal to such number of Earned PSUs shall be distributed to the Participant as soon as practicable following the date of such Termination of Relationship;
|
(d)
|
Upon each vesting event of any Earned PSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the Earned PSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall any transfer occur later than March 15 of the calendar year following the calendar year in which the applicable vesting event occurs under this Award.
|
(e)
|
As used herein, the term “Retirement with Notice” means the Participant’s retirement from the Company and its Affiliates after providing the Company with at least 6 months’ prior written notice of such intended retirement (and with such notice having been delivered upon or after the Participant’s attainment of age 62) and achieving 5 years of employment with the Company and its Affiliates following October 7, 2019; provided, however, that if the Company involuntarily terminates the Participant without Cause or the Participant dies or incurs a Disability after the Participant delivers the notice described in this sentence, such termination shall not fail to qualify as a “Retirement with Notice” by virtue of the termination occurring less than 6 months after the notice date. All decisions by the Committee with respect to any calculations pursuant to this Section 3 shall be made in good faith after consultation with senior management and shall be final and binding on the Participant absent manifest error by the Committee.
|
4.
|
Dividends.
|
(a)
|
If on any date while PSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of PSUs (if any) held by the Participant shall be increased by a number equal to: (a) the product of (x) the number of outstanding PSUs held by the Participant as of the related dividend record date, multiplied by (y) a dollar amount equal to the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash or Shares, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend.
|
(b)
|
In the case of any dividend declared on Shares that is payable in the form of Shares, the number of PSUs, if any, held by the Participant shall be increased by a number equal to the product of (I) the number of outstanding PSUs held by the Participant as of the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional PSUs granted pursuant to this Section 4 at the same time as Shares are transferred with respect to the Earned PSUs to which such additional PSUs were attributable.
|
(c)
|
For purposes of this Section 4, the number of PSUs held by the Participant as of the applicable dividend record date shall be deemed to equal (i) zero (0), if such dividend record date occurs prior to the Determination Date or (ii) the Earned PSUs (if any) (with any additional PSUs granted pursuant to this Section 4 to be added to the Earned PSUs held by Participant), if such dividend record date occurs after the Determination Date; provided that, if any dividend on Shares was paid by
|
5.
|
Adjustments Upon Certain Events. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply (without duplication of any dividend adjustments reflected pursuant to Section 4 hereof).
|
6.
|
Restriction on Transfer. The PSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The PSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the PSUs contrary to the provisions of this Award or the Plan shall be null and void and without effect.
|
7.
|
Data Protection. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in Exhibit A attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation.
|
8.
|
Participant’s Employment. Nothing in this Award or in the PSU shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.
|
9.
|
No Acquired Rights. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment.
|
10.
|
No Rights of a Stockholder. The Participant shall not have any rights as a stockholder of the Company until the Shares in question have been registered in the Company’s register of stockholders.
|
11.
|
Withholding.
|
(a)
|
The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant.
|
(b)
|
If the Participant’s employment with the Company terminates prior to the issuance or transfer of any remaining Shares due to be issued or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance or transfer shall be made through the withholding of Shares from such issuance or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 11(a) above.
|
12.
|
Section 409A of the Code. The provisions of Section 14(v) of the Plan are hereby incorporated by reference and made a part hereof.
|
13.
|
PSUs Subject to Plan. All PSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
|
14.
|
Notices. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
|
15.
|
Waiver of Breach. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.
|
16.
|
Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
|
17.
|
Modification of Rights; Entire Agreement. The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.
|
18.
|
Severability. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(iii)
|
subsequently collected
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area1 (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
(a)
|
By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.
|
(iii)
|
subsequently collected
|
(b)
|
This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.
|
(c)
|
In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area1 (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for
|
(d)
|
The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent.
|
Actual Adjusted Revenue Growth
Performance Level
|
Percentage of [ ]% of
Target Number of PSUs Earned
(Adjusted Revenue Component), Subject to TSR Multiplier
|
less than %
|
0%
|
%
|
50%
|
%
|
100%
|
% or greater
|
200%
|
Actual Adjusted Operating Income Growth
Performance Level
|
Percentage of [ ]% of
Target Number of PSUs Earned
(Adjusted Operating Income Component), Subject to TSR Multiplier
|
less than %
|
0%
|
%
|
50%
|
%
|
100%
|
% or greater
|
200%
|
Average ROIC During 3-Year Performance Period
|
Percentage of [ ]% of
Target Number of PSUs Earned
(ROIC Component), Subject to TSR Multiplier
|
less than %
|
0%
|
%
|
50%
|
%
|
100%
|
% or greater
|
200%
|
Relative TSR Percentile
|
TSR Multiplier
|
th Percentile or Above
|
125%
|
Percentile
|
100%
|
th Percentile or below
|
75%
|
Subsidiary
|
|
Jurisdiction of Formation
|
United States:
|
|
|
1st & Fresh, LLC
|
|
Delaware
|
Active Industrial Uniform Co. Inc.
|
|
New York
|
Alcatraz Hospitality, LLC
|
|
Delaware
|
American Snack & Beverage, LLC
|
|
Florida
|
AmeriPride Services, LLC
|
|
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, LLC
|
|
Delaware
|
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 Qualified Opportunity Fund, 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 (Supply Chain), 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
|
Cliff House Hospitality, 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, LLC
|
|
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
|
Freedom Ferry Services, LLC
|
|
Delaware
|
Glacier Bay National Park and Preserve Concessions, LLC
|
|
Alaska
|
Glen Canyon Rafting Hospitality, LLC
|
|
Delaware
|
Good Uncle Services, 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
|
North Rim Hospitality, LLC
|
|
Delaware
|
Old Time Coffee Co.
|
|
California
|
Olympic Peninsula Hospitality, LLC
|
|
Delaware
|
Overall Laundry Services, Inc.
|
|
Washington
|
Paradise Hornblower, LLC
|
|
California
|
Philadelphia Ballpark Concessions Joint Venture
|
|
Pennsylvania
|
Restaura, Inc.
|
|
Michigan
|
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 Dining Services (Shanghai) Limited
|
|
China
|
Aramark China Holdings Limited
|
|
Hong Kong
|
Aramark Cleaning S.A.
|
|
Belgium
|
Aramark Co. Ltd.
|
|
Korea
|
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 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 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 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 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 Designs Limited
|
|
Ireland
|
Avoca Handweavers Limited
|
|
Ireland
|
Avoca Handweavers NI Limited
|
|
Northern Ireland
|
Avoca Handweavers Shops Limited
|
|
Ireland
|
Avoca Handweavers UK Limited
|
|
United Kingdom
|
Beijing Golden Collar Dining Ltd.
|
|
China
|
Boompjes Hotel BV
|
|
Netherlands
|
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
|
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
|
Dongguan Best Property Management Co., Ltd.
|
|
China
|
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
|
Irish Estates (Facilities Management) Limited
|
|
Ireland
|
Mill Mount Weavers Limited
|
|
Ireland
|
Nissho Linen
|
|
Japan
|
Pelican Procurement Services Limited
|
|
United Kingdom
|
Prem Hospitality Limited
|
|
United Kingdom
|
Premgroup Franchise Services Limited
|
|
Ireland
|
Premier Management Company (Dublin) Limited
|
|
Ireland
|
Quebec Linge Co.
|
|
Canada
|
Spokesoft Technologies Limited
|
|
Ireland
|
Trinity Hospitality Services GmbH
|
|
Germany
|
Trinity Hospitality Services SARL
|
|
France
|
Trinity Purchasing N.V.
|
|
Belgium
|
Vector Environmental Services Limited
|
|
Northern Ireland
|
Vector Workplace and Facility Management Limited
|
|
Ireland
|
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/ JOHN J. ZILLMER
|
John J. Zillmer
|
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/ STEPHEN P. BRAMLAGE, JR.
|
Stephen P. Bramlage, Jr.
|
Executive Vice President and
|
Chief Financial Officer
|
|
/s/ JOHN J. ZILLMER
|
John J. Zillmer
|
Chief Executive Officer
|
|
|
/s/ STEPHEN P. BRAMLAGE, JR.
|
Stephen P. Bramlage, Jr.
|
Executive Vice President and
|
Chief Financial Officer
|