Enriching and nourishing lives wherever
people learn, work, play and recover
2015 ANNUAL REPORT
ARAMARK DELIVERS EXPERIENCES THAT ENRICH AND NOURISH PEOPLE’S
LIVES THROUGH INNOVATIVE SERVICES IN FOOD, FACILITIES MANAGEMENT,
AND UNIFORMS. WE PROVIDE AWARD-WINNING SERVICES TO HEALTHCARE
INSTITUTIONS, UNIVERSITIES AND SCHOOL DISTRICTS, STADIUMS AND
ARENAS, AND BUSINESSES IN 21 COUNTRIES AROUND THE WORLD.
FOOD SERVICES
Over the past 80 years, we’ve
served food to millions of people
from all walks of life, in all places,
all around the world. And we’ve
used our array of resources and
expertise to cultivate amazing
dining experiences that delight
our customers, deliver success
for our clients, and empower
people to lead healthier lives
every single day.
FACILITY SERVICES
While facilities have changed a
lot over the past few decades, our
ability to adapt to new challenges
only grows stronger. Today, we
provide comprehensive facilities
services covering nearly one
billion square feet of space in
multiple industries all over the
world.
UNIFORM SERVICES
As a leading provider of uniforms
and workplace supplies to over
300,000 clients across a variety
of industries nationwide, we
leverage insights to ensure we
deliver products and services that
make an impact on business.
WE DREAM. WE DO.
An Aramark day begins the same way, every day, all over the world. It’s a quest for
excellence that involves people with a strong sense of pride in their work and an
organization dedicated to getting it right. Innovation is what we bring to the everyday.
Passion is at the heart of our process, and pride is what defines our people.
CHAIRMAN’S LETTER
Dear Shareholders,
Welcome to Aramark’s 2015
substantial upside ahead as
our results show, it is working.
annual report.
we become an even better and
I am appreciative to our entire
more disciplined operator. We
organization for their commitment
I am proud to share the financial
are encouraged by what we have
to our cause.
results that illustrate our strong
accomplished, but even more
2015 performance, and honored
excited about the opportunity
I would like to spend some
to tell the ongoing transformation
ahead. In our view, we are just
time discussing how we are
story being produced by our
getting started.
270,000 hard working associates
achieving our results and how
you can expect us to keep
around the world in service to our
Importantly, our financial
capitalizing on our sales and
clients, consumers, communities
improvement is being achieved
margin opportunities. Key to it
and shareholders.
simultaneously while reinvesting in
all is focusing on our long-term
the business to grow shareholder
3 As strategy and repeatable
Last year we continued
value. This reinvestment,
business model to drive profitable
making solid progress on our
particularly in technology,
growth, while carefully nurturing
transformation journey. Aramark is
supports our clear and focused
a Fortune 200 global powerhouse
strategy – our 3 As focused on
serving thousands of clients in
Accelerating Growth, Activating
over 20 countries, and since
Productivity and Attracting
going public in 2013 we have
and Retaining the Best People.
consistently achieved double-digit
Underpinning our strategy is
adjusted earnings growth. This
the repeatable business model
Accelerating Sales
G
A
C
%
3 . 5
~
R
13.9
14.3
14.1
has allowed us to increase our
we have implemented to drive
13.4
common dividend by at least 10%
executional excellence consistently
in each of the last two years. We
across each of our businesses and
are in the midst of transforming
geographies. A transformation
the company’s productivity
of this magnitude does not
and profitability model and see
come easily or quickly, but as
2012
2013
2014
2015
Organic Sales $B (52W)
1
Aramark 2015 Annual Report “Lookingforward,Iremainexceptionallyexcitedaboutourprospectsandpotential.
Ourinvestmentsingrowth,peopleandtechnologyarecreatingasolidplatformfrom
whichIamconfidentwewilldeliverlong-termandsustainableshareholdervalue.”
Improving Profitability
Aramark’s culture to fuel the talent
between 2009-‘11 and generated
that drives our enterprise. Let me
consistent upward momentum.
explain more about each.
Our momentum has been well
balanced across new business,
$881
$852
%
6
~
R
G
A
C
$781
First, we set a clear mission
base business, business verticals
and values to guide everything
and global geographies. By
we do. Our mission to “deliver
utilizing consumer insights we
experiences that enrich and
are innovating the everyday and
$746
nourish lives” resonates with our
ultimately delivering service
clients, consumers and employees
excellence at the “moment of
alike. Our shared values (at left)
truth” to distinguish Aramark and
serve as Aramark’s true north to
enhance our competitive position.
steer our decisions and actions.
Next, we repositioned the portfolio
Turning to Activating Productivity,
roles of our business sectors and
our efficiency improvements are
the countries where we operate.
generating savings to reinvest
Each is positioned to deliver high,
in growth while expanding
medium or lower growth, with
our margins. Our productivity
the deliverable for lower growth
programs are organized around
contributors to produce higher
the major cost categories of
margin improvement. Finally, our
food, labor and SG&A. The
repeatable business model drives
actions we are taking in these
improved quality and efficiency
areas are collectively allowing
across our thousands of locations
us to improve our profitability,
to ensure consistently high
while simultaneously investing
quality service and memorable
in technology and people to
experiences.
keep supporting our ongoing
productivity initiatives. It is the
Let me turn to our 3 As strategy
ultimate virtuous circle. As you can
and provide brief commentary on
tell by our results, this strategy is
each, and some context for how
working. Our success enabled us
they factor into our financial results.
to recently commit to a goal of
I’ll start with Accelerating Growth,
income margins by 100 basis
and point out we have moved
points over the next three years.
improving our adjusted operating
from flattish topline growth
2012
2013
2014
2015
Adjusted Operating Income $M
2
Our ValuesAramark 2015 Annual Report Adjusted EPS
$1.24
$0.97
$1.57
$1.45
2012
2013
2014
2015
We have also made significant
our team’s achievements and
progress Attracting and Retaining
immensely appreciative of their
the Best Talent. The cultural shift
contributions, and will always
we are leading puts our front
remember that the service
line first – the Service Stars with
they provide to our clients and
the most direct impact on our
consumers each and every day is
clients and consumers every day.
what makes Aramark special.
Their ability to understand and
execute our repeatable business
Looking forward, I remain
model is the key to consistently
exceptionally excited about our
delivering excellent service at that
prospects and potential. Our
all important “moment of truth.”
investments in growth, people
To ensure they benefit from the
and technology are creating a
best direction possible, we have
solid platform from which I am
ramped up our manager training
confident we will deliver long-term
program, Aramark Academy,
and sustainable shareholder value.
with 3,000+ front-line leaders
I would be remiss in closing this
completing this program. We have
letter without thanking our clients
substantially boosted our college
and consumers for entrusting us
recruiting efforts, attracting
with their business and needs,
nearly 1,000 recruits and interns
and assuring them we intend to
last year. Our “Encore! Encore!”
do everything in our power to
employee recognition program
keep earning their loyalty day in
has been implemented worldwide,
and out.
and we launched Aramark’s
first-ever frontline recognition
program — the Ring of Stars
— to showcase and celebrate
the best of our great hourly
associates globally. Considering
the 270,000 associates who wake
up every morning dedicated
to “dreaming and doing” for
Aramark, we are in the people
business above everything else.
I am extraordinarily proud of
Eric J. Foss
Chairman, President & Chief Executive Officer
3
Aramark 2015 Annual Report accelerating
growth
OUR FOCUS ON ACCELERATING GROWTH has led to an expansion of our sales force
and a sharply honed approach to winning in the marketplace, which helped to drive a record setting
year for the company in terms of financial performance. We grew by adding new clients, expanding
services with existing clients and by retaining clients with innovative new ways to help them.
new business, but also retaining
clients as we continuously strive to
add services and offer a superior
and differentiated customer
experience.
This past fiscal year, we opened
a new Healthcare Technology &
Innovation Center in Charlotte,
North Carolina, to drive more
efficient ways for hospitals to
manage clinical equipment assets;
and we also began utilizing Apple
Pay in sports and entertainment
venues and on college campuses,
where we’ve combined it with a
mobile food ordering app to add
additional convenience.
“It’sessentialthatwemake
healthieroptionsmoreeasily
availabletoconsumersand
empowerthemtochoose
theseoptionsforthemselves
andtheirfamilies.Webelieve
thatourworkwithAramarkwill
helptobuildacultureofhealth
attheindividual,community
andnationallevels.”
Nancy Brown
American Heart Association CEO
We introduced everyday
innovations across our portfolio
like a new Micromarket concept
called “Vibe” that brings fresh,
healthy grab n’ go foods to
businesses, hospitals and schools
and rolled out new on trend,
popular fast-casual franchise
restaurants. Our clients and
consumers are also benefiting
from new partnerships with well-
known purveyors such as Danny
Meyer’s Union Square Hospitality
(who is behind the Shake Shack
brand) as well as with celebrity
chefs: Michael Simon and
Andrew Zimmern.
Perhaps the largest breakthrough
innovation of the year is a new
alliance we’ve entered with the
American Heart Association called
Healthy for Life® 20 By 20.
This is an initiative which
includes significant healthy
menu commitments, community
outreach and consumer education
to help Americans improve their
health 20 percent by 2020. More
information can be found in the
Corporate Responsibility section.
2015 set a new business record for
Aramark, by landing the largest
single client win in our company
history: Yosemite National Park.
Other new business highlights
include: Vanderbilt Medical Center,
the Codelco and Anglo American
mines in South America, the
Archdiocese of Chicago, Capital
One and Jacksonville University.
Additionally, we were named
the NFL’s Retail partner at the
“NFL Experience” for the 50th
Anniversary Super Bowl and
served both the teams in this
year’s World Series, with the New
York Mets and the Kansas City
Royals. Aramark was also proudly
named the official food, beverage,
retail merchandise and uniform
provider for Pope Francis’s historic
visit to Philadelphia in September.
Our growth model relies on
consumer feedback to help us
develop best in class product
and service offerings. This year,
through our “Your Voice Counts”
customer feedback mechanism,
we received input from millions of
consumers.
Implementing customer feedback
helps us better serve and retain our
existing client base. This year we
were able to maintain a solid mid-
90s percent client retention rate.
We believe that driving innovation
is important for not only winning
5
Aramark 2015 Annual Report activating
productivity
THROUGH OUR ACTIVATING PRODUCTIVITY anchor we are achieving savings in
Food, Labor and SG&A costs, which has allowed us to reinvest in the business while expanding
margins. Throughout 2015, we’ve made progress in reducing food waste and better managing
our labor expenses.
Labor costs are being lowered
through active management of
overtime and agency labor. Our
continued roll-out of our standard
in-unit labor model provides a
great deal of potential for further
efficiency. At this point, we are
installing the Kronos technology
across our organization and
creating new processes around
scheduling and labor planning
through the system.
Organizationally, we are also
driving further reductions in SG&A
by simplifying and streamlining
our above-unit expenses through
defining clear roles and authorities.
The common thread running
through our productivity strategy
is technology, supported by
common processes driving
more consistency in how we
work. The major transformative
technologies that have supported
our success this year include:
Prima Web, our food production
system, and Kronos, our labor
management tool.
From a supply chain perspective,
we are streamlining the number
of SKUs we use in our recipes
and consolidating the number
of suppliers. For example, in one
pilot, we were able to cut the
variety of sliced white bread we
use from 38 types to just five. We
expect this sort of efficiency to be
extended throughout our supply
chain going forward.
Our technology platform is also
driving consistency with how we
catalogue our recipes. Our recipes
are now in a unified database
and we are working to reduce
the number of recipes (and the
SKUs to prepare them) to focus
on the most consumer pleasing
choices, while unlocking significant
productivity gains.
Since a large portion of our
business is in food service,
we are driving meaningful
reductions through our waste
efforts and continue to see
future opportunities in reducing
menu complexity and leveraging
supply chain. Our standard food
production process is driven by
the Prima Web technology and
one of its many attributes is its
ability to forecast consumer
demand based on history, which
helps drive down over-production.
Prima Web also enables us to
reduce food waste and over
portioning, which are important
cost control levers.
7
Aramark 2015 Annual Report attracting
and retaining the best talent
ATTRACTING AND RETAINING THE BEST TALENT is critical to our success. Our
people bring Aramark’s brand alive; they are our “Dreamers and Doers,” the Service Stars who
consistently deliver excellence at the moment of truth for clients and consumers.
As a business that employs
270,000 people around the world,
we are acutely focused on building
a positive culture that reduces
turnover, increases productivity
and improves the service levels
we provide.
We’ve introduced some new
initiatives in 2015 and continue to
refine others. We’ve rolled out a
new performance management
process to clearly define roles and
to help chart a way for employees
to grow within our organization.
We’ve also refocused our campus
recruiting strategy and created
a new early-leader college hire
program to engage and develop
high performers.
Aramark is committed to driving
a culture of recognition. We’ve
created a more consistent gift
and thank you program that all
managers now use to recognize
high performance on the spot;
we celebrated our 3rd annual
employee appreciation day to
recognize the contributions of
all associates around the world
and we honored our first Ring of
Stars group, where we brought
our top 200 frontline associates
from around the globe together
to celebrate their contributions.
This is a program that recognizes
hourly associates, not managers…
and will be an ongoing event that
we will hold annually.
We have a number of resource
groups available to our employees
that give them access to like-
minded people with similar
backgrounds and interests.
Our culture is one that offers
an inclusive work environment
where everyone feels comfortable
bringing their true selves to work.
We continue to garner external
recognition for our efforts
including being named one of the
World’s Most Ethical Companies
by the Ethisphere Institute. We
were also named a top company
for diversity by Black Enterprise
and DiversityInc., and received
a perfect score on the 2015
Corporate Equality Index, a
national benchmarking survey
and report on corporate policies
administered by the Human Rights
Campaign. Aramark has also
been cited as a Top 10 Veteran
Friendly Employer by the Veteran
Recruiting organization and a
leading employer for people
with disabilities.
9
Aramark 2015 Annual Report Enriching and nourishing lives is
our mission and our responsibility,
and fundamental to what we do.
We focus on initiatives that support
our diverse workforce, protect our
environment, advance consumer
health and wellness and strengthen
our communities.
OUR PEOPLE
Our employees provide dedicated
service to clients and consumers,
and their expertise and tenacity
drives our business.
Our goal is to hire, retain and
develop people with different
backgrounds, who truly reflect
the communities that we serve.
We encourage a culture that
appreciates people’s differences
and their similarities, and leverages
those differences to drive innovation.
COMMUNITY INVOLVEMENT
Our community involvement and
philanthropic efforts align with our
mission and leverage the unique skills
and expertise of our employees while
fostering strong, vibrant communities
around the world.
nearly 8,000 employees enriched
the lives of 500,000 people around
the world, through more than 300
projects on this one day alone.
In underserved communities,
health and wellness issues, such
as diabetes and obesity continue
to grow. Unemployment and
underemployment and the lack of
employable skills contributes to
poverty and other social problems.
We are committed to making a
meaningful impact in the areas of:
• Helping People Succeed through
Education and Employment
• Empowering People To Lead
Healthier Lives
Through our year-round volunteer
and philanthropic program, Aramark
Building Community, we partner
with local community centers to
address these issues. Each year,
we come together for Aramark
Building Community Day. In 2015,
This year we contributed
approximately $11 million to
nonprofit organizations through
the Aramark Charitable Fund,
corporate contributions, and our
businesses operations.
ENVIRONMENTAL
SUSTAINABILITY
We are committed to reducing
the environmental impact
within our operations and seek
to be responsible stewards for
our communities and natural
environment. We focus on key
issues including responsible
sourcing; minimizing waste by
reducing, reusing and recycling;
conserving natural resources
and ensuring efficient building
operations; and reducing fuel usage
and emissions.
In 2015 we made notable progress
including the adoption of a new
animal welfare principles and policy
and establishing a Sustainable
Sourcing Advisory Panel to provide
external expertise and insights in
guiding our approach now and into
the future.
In addition, we completed a
transition to all cage-free shell eggs
in the U.S. and made a commitment
to source all cage-free liquid eggs
by 2020. We also agreed to source
100% sustainably sourced canned
albacore and skipjack tuna in the
U.S. by April 2016.
HEALTH AND WELLNESS
Each year, we serve more than
two billion meals to consumers
around the world, creating the
reach and scale to empower
children and adults to make
better lifestyle choices.
Through Healthy for Life®,
our comprehensive health and
wellness program, we feature
healthy food plus nutrition and
wellness initiatives that support
healthy lifestyles. Our approach
is based on research into global
trends, as well as the knowledge
of our chefs, dietitians and other
experts. Healthy for Life® has been
introduced to over 1,000 accounts
in the U.S. alone, making it easier
for people to lead healthier lives
every day.
Earlier this year we announced a
new partnership with the American
Heart Association to improve the
health of Americans 20 percent by
2020. Through Healthy for Life®
20 By 20 we are reducing calories,
saturated fat and sodium levels,
and increasing fruits, vegetables
and whole grains across our menus.
Changes will impact meals that
Aramark serves at thousands of
schools and universities, businesses,
hospitals, sports and entertainment
venues, parks and other destinations,
with an expected impact of 10 billion
meals by 2020. In addition, the
initiative includes community
education and awareness, consumer
education, and thought leadership.
Aramark 2015 Annual Report
11
Financial Highlights
Accelerating Sales
Expanding Margins
Improving Profitability
G
A
C
%
3 . 5
~
R
13.9
14.3
14.1
13.4
a ll y
u
n
n
s a
p
5 b
2
~
5.9%
6.2%
5.7%
5.6%
$881
$852
%
6
~
R
G
A
C
$781
$746
2012
2013
2014
2015
2012
2013
2014
2015
2012
2013
2014
2015
Organic Sales $B (52W)
AOI Margin $B
Adjusted Operating Income $M
Adjusted EPS
Total Debt to Adjusted EBITDA
$1.57
5.4x
$1.45
5.0x
4.4x
4.15x
$1.24
$0.97
2012
2013
2014
2015
2012
2013
2014
2015
See Reconciliation of GAAP and Non-GAAP information at the end of this Annual Report.
12
Aramark 2015 Annual Report aramark 2015
financial performance
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
___________________________________________
For the fiscal year ended October 2, 2015 Commission File Number: 001-36223
Aramark
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
Aramark Tower
1101 Market Street
Philadelphia, Pennsylvania
(Address of principal executive offices)
20-8236097
(I.R.S. Employer
Identification Number)
19107
(Zip Code)
(215) 238-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.01 per share
Name of Each Exchange on which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
___________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that registrant was required to submit and post such files).
Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
As of April 3, 2015, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was
approximately $6,100.3 million.
As of November 27, 2015, the number of shares of the registrant's common stock outstanding is 240,522,189.
___________________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s 2016 Annual Meeting of
Stockholders, to be held on February 2, 2016, will be incorporated by reference in this Form 10-K in response to portions of Part III. The definitive proxy statement will be filed
with the SEC not later than 120 days after the registrant’s fiscal year ended October 2, 2015.
[THIS PAGE INTENTIONALLY LEFT BLANK]
TABLE OF CONTENTS
Page
PART I
PART II
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Selected Consolidated Financial Data
Management's Discussion and Analysis of Financial Conditions and Results of
Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART III
PART IV
Financial Statements and Supplementary Data
Changes and Disagreements With Accountants on Accounting and Financial
Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 15.
Exhibits, Financial Statement Schedules
1
1
10
19
19
20
20
22
22
24
25
43
43
43
44
46
49
49
49
49
49
49
50
50
Special Note About Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995
that reflect our current views as to future events and financial performance with respect to, without limitation, conditions in our
industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our
business and growth strategy. These statements can be identified by the fact that they do not relate strictly to historical or
current facts. They use words such as “outlook,” “aim,” “anticipate,” “are confident,” “estimate,” “expect,” “will be,” “will
continue,” “will likely result,” “project,” “intend,” “plan,” “believe,” “see,” “look to” and other words and terms of similar
meaning or the negative versions of such words.
Forward-looking statements speak only as of the date made. All statements we make relating to our estimated and projected
earnings, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we,
through our senior management, from time to time make forward-looking public statements concerning our expected future
operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties
that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive
many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed
assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of
known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All subsequent
written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their
entirety by the cautionary statements. Some of the factors that we believe could affect our results include without limitation:
unfavorable economic conditions; natural disasters, global calamities, sports strikes and other adverse incidents; the failure to
retain current clients, renew existing client contracts and obtain new client contracts; a determination by clients to reduce their
outsourcing or use of preferred vendors; competition in our industries; increased operating costs and obstacles to cost recovery
due to the pricing and cancellation terms of our food and support services contracts; the inability to achieve cost savings
through our cost reduction efforts; our expansion strategy; the failure to maintain food safety throughout our supply chain,
food-borne illness concerns and claims of illness or injury; governmental regulations including those relating to food and
beverages, the environment, wage and hour and government contracting; liability associated with noncompliance with
applicable law or other governmental regulations; new interpretations of or changes in the enforcement of the government
regulatory framework; currency risks and other risks associated with international operations, including Foreign Corrupt
Practices Act, U.K. Bribery Act and other anti-corruption law compliance; continued or further unionization of our workforce;
liability resulting from our participation in multiemployer defined benefit pension plans; risks associated with suppliers from
whom our products are sourced; disruptions to our relationship with, or to the business of, our primary distributor; the inability
to hire and retain sufficient qualified personnel or increases in labor costs; healthcare reform legislation; the contract intensive
nature of our business, which may lead to client disputes; seasonality; disruptions in the availability of our computer systems or
privacy breaches; failure to achieve and maintain effective internal controls; our leverage; the inability to generate sufficient
cash to service all of our indebtedness; debt agreements that limit our flexibility in operating our business; and other factors set
forth herein under the headings Item 1A “Risk Factors,” Item 3 “Legal Proceedings” and Item 7 “Management's Discussion and
Analysis of Financial Condition and Results of Operations" and other sections of this Annual Report on Form 10-K, as such
factors may be updated from time to time in our other periodic filings with the SEC, which are accessible on the SEC’s website
at www.sec.gov and which may be obtained by contacting Aramark’s investor relations department via its website
www.aramark.com. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ
materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included in this report and in our other filings with the SEC. As a
result of these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements
included herein or that may be made elsewhere from time to time by, or on behalf of, us. We undertake no obligation to publicly
update or review any forward-looking statement, whether as a result of new information, future developments, changes in our
expectations, or otherwise, except as required by law.
Item 1.
Business
Overview
PART I
Aramark (the “Company,” “we” or “us”) is a leading global provider of food, facilities and uniform services to education,
healthcare, business & industry, and sports, leisure & corrections clients. Our core market is North America (composed of the
United States and Canada), which is supplemented by an additional 19-country footprint. We hold the #2 position in North
America in food and facilities services as well as uniform services based on total sales in fiscal 2015. Internationally, we hold a
top 3 position in food and facilities services based on total sales in fiscal 2015 in most countries in which we have significant
operations, and are one of only 3 food and facilities competitors with our combination of scale, scope, and global reach.
Through our established brand, broad geographic presence and approximately 265,500 employees, we anchor our business in
our partnerships with thousands of education, healthcare, business, sports, leisure and corrections clients. Through these
partnerships we serve millions of consumers including students, patients, employees, sports fans and guests worldwide.
We operate our business in three reportable segments that share many of the same operating characteristics: Food and Support
Services North America ("FSS North America"), Food and Support Services International ("FSS International") and Uniform
and Career Apparel ("Uniform"). Both FSS North America and Uniform have significant scale and hold the #2 position in
North America, while in our FSS International segment we hold a top 3 position in most countries in which we have significant
operations based on fiscal 2015 total sales. The following chart shows a breakdown of our sales and operating income by our
reportable segments:
Reportable Segments:
FY 2015 Sales(a):
FY 2015 Operating Income(a):
Services:
Sectors:
FSS North America
FSS International
Uniform
$
$
9,950.3
494.5
$
$
2,858.2
95.3
Food, hospitality and facilities
Food, hospitality and facilities
Business & industry, sports,
leisure & corrections, education
and healthcare
Business & industry, sports,
leisure & corrections,
healthcare and education
$
1,520.6
$
191.8
Rental, sale and maintenance of
uniform apparel and other items
Business, public institutions,
manufacturing, transportation
and service industries
(a) Dollars in millions. Operating income excludes $153.7 million related to corporate expenses. For certain other financial information
relating to our segments, see Note 15 to the audited consolidated financial statements.
In fiscal 2015, we generated $14.3 billion of sales, $237.0 million of net income and $627.9 million of operating income.
Our History
Since our founding in 1959, we have broadened our service offerings and expanded our client base through a combination of
organic growth and successful acquisitions, with the goal of further developing our food, facilities and uniform capabilities, as
well as growing our international presence. In 1984, we completed a management buyout, after which our management and
employees increased their Company ownership to approximately 90% of our equity capital leading up to our December 2001
public offering. On January 26, 2007, we delisted from the NYSE in conjunction with a going-private transaction executed with
investment funds affiliated with Goldman Sachs Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H.
Lee Partners, L.P. and Warburg Pincus LLC as well as approximately 250 senior management personnel.
On December 17, 2013, we completed an initial public offering of 41,687,500 shares of our common stock, including
13,687,500 shares of common stock sold by our selling stockholders. We did not receive any of the proceeds from the sale of
the shares sold by the selling stockholders and we used our proceeds from the initial public offering, net of costs, to pay down
debt. Our common stock began trading on the NYSE under the ticker symbol “ARMK” on December 12, 2013.
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Aramark 2015 Form 10-K Food and Support Services
Our Food and Support Services segments manage a number of interrelated services-including food, hospitality and facility
services-for school districts, colleges & universities, healthcare facilities, businesses, sports, entertainment & recreational
venues, conference & convention centers, national & state parks and correctional institutions.
We are the exclusive provider of food and beverage services at most of the locations we serve and are responsible for hiring,
training and supervising the majority of the food service personnel in addition to ordering, receiving, preparing and serving
food and beverage items sold at those facilities. Our facilities services capabilities are broad, and include plant operations and
maintenance, custodial/housekeeping, energy management, clinical equipment maintenance, grounds keeping, and capital
project management. In governmental, business, educational and healthcare facilities (for example, offices and industrial plants,
schools and universities and hospitals), our clients provide us with a captive client base through their on-site employees,
students and patients. At sports, entertainment and recreational facilities, our clients attract patrons to their site, usually for
specific events such as sporting events and conventions.
We manage our FSS business in two geographic reportable segments split between our North America and International
operations. In fiscal 2015, our FSS North America segment generated $9,950.3 million in sales, or 69% of our total sales, and
our FSS International segment generated $2,858.2 million in sales, or 20% of our total sales. No individual client represents
more than 2% of our total sales, other than, collectively, a number of U.S. government agencies. See Note 15 to the audited
consolidated financial statements for information on sales, operating income and total assets for the FSS North America
segment and the FSS International segment.
Clients and Services
Our Food and Support Services segments serve a number of client sectors across 21 countries around the world. Our Food and
Support Services operations focus on serving clients in four principal sectors:
Sector
Types of Clients
Food Services
Facilities Services
Education
Colleges and universities
Public school districts and systems
Private schools
Dining services
Catering
Food service management
Retail operations
Healthcare
Hospitals
Nursing homes
Food and nutrition services
Retail operations
Business & Industry
Sports, Leisure &
Corrections
Office parks and buildings
Manufacturing plants
Corporate cafeterias
Mining operations
Oil & Gas drilling operations
Professional and collegiate
stadiums and arenas
Concert venues
National and state parks
Convention and civic centers
Correctional facilities
Dining services
On-site restaurants
Catering
Convenience stores
Executive dining rooms
Coffee and vending
Drinking water filtration
Concessions
Banquet and catering
Retail and merchandise sales
Food and nutrition services
Premium and restaurant
Facilities management
Custodial services
Grounds
Energy management
Construction management
Capital project management
Clinical equipment maintenance
Environmental services
Laundry and linen distribution
Plant operations
Energy management
Strategic and technical services
Supply chain management
Purchasing
Central transportation
Housekeeping management
Plant operations/maintenance
Energy management
Groundskeeping
Landscaping
Transportation
Capital program management
Commissioning services
Building operations consulting
Recreational and lodging services
Commissary services
Laundry and linen management
Property room management
Housekeeping management
Facility management
Education. Within the Education sector we serve Higher Education and K-12 clients. We deliver a wide range of food and
facility services at more than 1,500 colleges, universities, school systems & districts and private schools. We offer our
education clients a single source provider for managed service solutions, including dining, catering, food service management,
convenience-oriented retail operations, grounds & facilities maintenance, custodial, energy management, construction
management, and capital project management.
Healthcare. We provide a wide range of non-clinical support services to approximately 1,200 healthcare clients and more than
2,000 facilities across our global footprint. We offer healthcare organizations a single source provider for managed service
solutions, which include food services such as patient food and nutrition services and retail food services, and facilities services
such as clinical equipment maintenance, environmental services, laundry & linen distribution, plant operations, energy
management, strategic/technical services, supply chain management, purchasing and central transportation.
Business & Industry. We provide a comprehensive range of business dining services, including on-site restaurants, catering,
convenience stores and executive dining.
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Aramark 2015 Form 10-K We also provide beverage and vending services to business & industry clients at thousands of locations. Our service and
product offerings include a full range of coffee offerings, “grab and go” food operations, convenience stores, micromarkets and
a proprietary drinking water filtration system.
We also offer a variety of facility management services to business & industry clients. These services include the management
of housekeeping, plant operations and maintenance, energy management, laundry and linen, groundskeeping, landscaping,
transportation, capital program management and commissioning services and other facility consulting services relating to
building operations.
We also offer remote services which include facility and business support services primarily for mining and oil operations.
Sports, Leisure and Corrections. We administer concessions, banquet and catering services, retail services and merchandise
sales, recreational and lodging services and facility management services at sports, entertainment and recreational facilities. We
serve 147 professional (including minor league affiliates) and college sports teams, including 38 teams in Major League
Baseball, the National Basketball Association, the National Football League and the National Hockey League. We also serve 22
convention and civic centers, 17 national and state parks and other resort operations, plus other popular tourist attractions in the
United States and Canada. Additionally, we provide correctional food services, operate commissaries, laundry facilities and
property rooms and provide food and facilities management services for parks.
Our FSS International segment provides a similar range of services as those provided to our FSS North America segment clients
and operates in all of our sectors. We have operations in 19 countries outside the United States and Canada. Our largest
international operations are in the United Kingdom, Germany, Chile, China and Ireland, and in each of these countries we are
one of the leading food and/or facilities service providers. We also have a strong presence in Japan through our 50% ownership
of AIM Services Co., Ltd., which is a leader in providing outsourced food services in Japan. In addition to the core Business &
Industry sector, our FSS International segment serves many soccer stadiums across Europe, and numerous educational
institutions, correctional institutions and convention centers globally. There are particular risks attendant with our international
operations. Please see Item 1A. “Risk Factors.”
Purchasing
We negotiate the pricing and other terms for the majority of our purchases of food and related products in the United States and
Canada directly with national manufacturers. We purchase these products and other items through Sysco Corporation and other
distributors. We have a master distribution agreement with Sysco that covers a significant amount of our purchases of these
products and items in the United States and another distribution agreement with Sysco that covers our purchases of these
products in Canada. Our distributors are responsible for tracking our orders and delivering products to our specific locations.
Due to our ability to negotiate favorable terms with our suppliers, we earn vendor consideration, including discounts, rebates
and other applicable credits. See “Types of Contracts” below. Our location managers also purchase a number of items,
including bread, dairy products and alcoholic beverages from local suppliers, and we purchase certain items directly from
manufacturers.
Our relationship with Sysco is important to our operations—we have had distribution agreements in place for more than 20
years. In fiscal 2015, Sysco distributed approximately 57% of our food and non-food products in the United States and Canada,
and we believe that we are one of their largest clients. However, we believe that the products acquired through Sysco can, in
significant cases, be purchased through other sources and that termination of our relationship with them or any disruption of
their business would cause only short-term disruptions to our operations.
Our agreements with our distributors are generally for an indefinite term, subject to termination by either party after a notice
period, which is generally 60 to 120 days. The pricing and other financial terms of these agreements are renegotiated
periodically. Our current agreement with Sysco is terminable by either party with 180 days notice.
In our international segment, our approach to purchasing is substantially similar. On a country-by-country basis, we negotiate
pricing and other terms for a majority of our purchases of food and related products with manufacturers operating in the
applicable country, and we purchase these products and other items through distributors in that country. Due to our ability to
negotiate favorable terms with our suppliers, we receive vendor consideration, including rebates, allowances and volume
discounts. See “Types of Contracts” below. As in North America, our location managers also purchase a number of items,
including bread, dairy products and alcoholic beverages from local suppliers, and we purchase certain items directly from
manufacturers. Our agreements with our distributors are subject to termination by either party after a notice period, which is
generally 60 days. The pricing and other financial terms of these agreements are renegotiated periodically.
Our relationship with distributors in the countries outside the United States and Canada is important to our operations, but from
an overall volume standpoint, no distributor outside the United States and Canada distributes a significant volume of products.
We believe that products we acquire from our distributors in countries outside the United States and Canada can, in significant
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Aramark 2015 Form 10-K cases, be purchased from other sources, and that the termination of our relationships with our distributors outside the United
States and Canada, or the disruption of their business operations, would cause only short-term disruption to our operations.
Sales and Marketing
We maintain selling and marketing excellence by focusing on the execution of a common selling process as well as optimal
resource allocation and deployment. Our common selling process ensures that we sell our services to our clients in the same
way, regardless of the sector in which such client is located. We have developed consistent tools and training that are used
across all of our businesses to train our employees on this selling process. Our business development functions are aligned
directly with the sectors and services in which we have leadership positions, and we combine our targeted business
development strategies with our strong client relationships to deliver differentiated and innovative solutions. We target our
business development by aligning our sales efforts directly with the sectors and services in which we operate. We identify
individuals at various levels in our organization to match up with individuals in a variety of roles at both existing and potential
clients. We believe that these connections throughout various levels within the client organization allow us to develop strong
relationships with the client and gain a better understanding of the clients’ requirements. Based on the knowledge of the clients’
requirements and the sector, our goal is to develop solutions for the client that are unique and that help to differentiate us from
our competitors.
Types of Contracts
We use contracts that allow us to manage our potential upside and downside risk in connection with our various business
interactions with clients. Our contracts may require that the client’s consent be obtained in order to raise prices on the food,
beverages and merchandise we sell within a particular facility. The contracts that we enter into with clients vary in length.
Contracts generally are for fixed terms, many of which are in excess of one year. Client contracts for education and sports and
leisure services typically require larger capital investments, but have correspondingly longer and fixed terms, usually from five
to fifteen years.
When we enter into new contracts, or extend or renew existing contracts, particularly those for stadiums, arenas, convention
centers, colleges and universities and business dining accounts, we are sometimes contractually required to make some form of
up-front or future capital investment to help finance improvement or renovation, typically to the food and beverage facilities of
the venue from which we operate. Contractually required capital expenditures typically take the form of investment in leasehold
improvements, food service equipment and/or grants to clients. At the end of the contract term or upon its earlier termination,
assets such as equipment and leasehold improvements typically become the property of the client, but generally the client must
reimburse us for any undepreciated or unamortized capital investments.
Food and Support Services contracts are generally obtained and renewed either through a competitive process or on a
negotiated basis, although contracts in the public sector are frequently awarded on a competitive bid basis, as required by
applicable law. Contracts for Food and Support Services with school districts and correctional clients are typically awarded
through a formal bid process. Contracts in the private sector may be entered into without a formal bid process, but we and other
companies will often compete in the process leading up to the award or the completion of contract negotiations. Typically, after
the award, final contract terms are negotiated and agreed upon.
We use two general contract types in our Food and Support Services segments: profit and loss contracts and client interest
contracts. These contracts differ in their provision for the amount of financial risk that we bear and, accordingly, the potential
compensation, profits or fees we may receive. Commission rates and management fees, if any, may vary significantly among
contracts based upon various factors, including the type of facility involved, the term of the contract, the services we provide
and the amount of capital we invest.
Profit and Loss Contracts. Under profit and loss contracts, we receive all of the revenue from, and bear all of the expenses of,
the provision of our services at a client location. Expenses under profit and loss contracts sometimes include commissions paid
to the client, typically calculated as a fixed or variable percentage of various categories of sales, and, in some cases, require
minimum guaranteed commissions. We benefit from greater upside potential with a profit and loss contract, although we do
consequently bear greater downside risk than with a client interest contract. For fiscal 2015, approximately 73% of our Food
and Support Services sales were derived from profit and loss contracts.
Client Interest Contracts. Client interest contracts include management fee contracts, under which our clients reimburse our
operating costs and pay us a management fee, which may be calculated as a fixed dollar amount or a percentage of sales or
operating costs. Some management fee contracts entitle us to receive incentive fees based upon our performance under the
contract, as measured by factors such as sales, operating costs and client satisfaction surveys. Client interest contracts also
include limited profit and loss contracts, under which we receive a percentage of any profits earned from the provision of our
services at the facility and we generally receive no payments if there are losses. As discussed above under “Purchasing,” we
earn vendor consideration, including discounts, rebates and other applicable credits that we typically retain except in those
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Aramark 2015 Form 10-K cases where the contract and/or applicable law requires us to credit these to our clients. For our client interest contracts, both
our upside potential and downside risk are reduced compared to our profit and loss contracts. For fiscal 2015, approximately
27% of our Food and Support Services sales were derived from client interest contracts.
Competition
There is significant competition in the Food and Support Services business from local, regional, national and international
companies, as well as from the businesses, healthcare institutions, colleges and universities, correctional facilities, school
districts and public assembly facilities that decide to provide these services themselves. Institutions may decide to operate their
own services or outsource to one of our competitors following the expiration or termination of contracts with us. Clients do not
necessarily choose the lowest cost provider, and tend to place a premium on the total value proposition offered. In our FSS
North America segment, our external competitors include other multi-regional food and support service providers, such as
Centerplate, Inc., Compass Group plc, Delaware North Companies Inc. and Sodexo SA. Internationally, our external food
service and support service competitors include Compass Group plc, Elior SA, International Service System A/S and Sodexo
SA. We also face competition from many regional and local service providers.
We believe that the following competitive factors are the principal drivers of our success:
•
•
•
•
•
Seasonality
quality and breadth of services and management talent;
service innovation;
reputation within the industry;
pricing; and
financial strength and stability.
Our sales and operating results have varied, and we expect them to continue to vary, from quarter to quarter as a result of
different factors. Within our FSS North America segment, historically there has been a lower level of activity during our first
and second fiscal quarters in operations that provide services to sports and leisure clients. This lower level of activity
historically has been partially offset during our first and second fiscal quarters by the increased activity in our educational
operations. Conversely, historically there has been a significant increase in the provision of services to sports and leisure clients
during our third and fourth fiscal quarters, which is partially offset by the effect of summer recess at colleges, universities and
schools.
Uniform
Our Uniform segment provides uniforms and other garments and work clothes and ancillary items such as mats and shop towels
in the United States, Puerto Rico, Canada and through a joint venture in Japan. We hold the #2 position in the North America
uniform services market. We operate over 2,600 routes, giving us a broad reach to service our clients’ needs.
Clients use our uniforms to meet a variety of needs, including:
•
•
•
•
establishing corporate identity and brand awareness;
projecting a professional image:
protecting workers—work clothes can help protect workers from difficult environments such as heavy soils, heat,
flame or chemicals; and
protecting products—uniforms can help protect products against contamination in the food, pharmaceutical,
electronics, health care and automotive industries.
We provide a full service employee uniform solution, including design, sourcing and manufacturing, delivery, cleaning and
maintenance. We rent uniforms, work clothing, outerwear, particulate-free garments and non-garment items and related
services, including industrial towels, floor mats, mops, linen products, and paper products to businesses in a wide range of
industries, including manufacturing, food services, automotive, healthcare, construction, utilities, repair and maintenance
services, restaurant and hospitality. In fiscal 2015, our Uniform segment generated $1,520.6 million in sales, or 11% of our total
sales. See Note 15 to the audited consolidated financial statements for information on sales, operating income and total assets
for the Uniform segment.
Clients and Services
We serve businesses of all sizes in many different industries. We have a diverse client base from over 200 service location and
distribution centers across the United States and one service center in Ontario, Canada. None of our clients individually
represents a material portion of our sales. We typically visit our clients’ sites weekly, delivering clean, finished uniforms and, at
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Aramark 2015 Form 10-K the same time, removing the soiled uniforms or other items for cleaning, repair or replacement. We also offer products for direct
sale.
Our cleanroom service offers advanced static dissipative garments, barrier apparel, sterile garments and cleanroom application
accessories for clients with contamination-free operations in the technology, food, healthcare and pharmaceutical industries.
We conduct our direct marketing business through three primary brands - WearGuard, Crest and Aramark. We design, source or
manufacture and distribute distinctive image apparel to workers in a wide variety of industries through the internet at
www.shoparamark.com, dedicated sales representatives and telemarketing sales channels. We customize and embroider
personalized uniforms and logos for clients through an extensive computer assisted design center and distribute work clothing,
outerwear, business casual apparel and footwear throughout the United States, Puerto Rico and Canada.
Operations
We operate our uniform rental business as a network of 82 laundry plants and 170 satellite plants and depots supporting over
2,600 pick-up and delivery routes. We operate a fleet of service vehicles that pick up and deliver uniforms for cleaning and
maintenance. We conduct our direct marketing activities principally from our facilities in Salem, Virginia; Norwell,
Massachusetts; and Reno, Nevada. We market our own brands of apparel and offer a variety of customized personalization
options such as embroidery and logos. We also source uniforms and other products to our specifications from a number of
domestic and international suppliers and also manufacture a significant portion of our uniform requirements. We purchase
uniform and textile products as well as equipment and supplies from domestic and international suppliers. The loss of any one
supplier would not have a significant impact on us. We also operate two cutting and sewing plant in Mexico, which satisfies a
substantial amount of our standard uniform inventory needs.
Sales and Marketing
Our sales representatives and route sales drivers are responsible for selling our services to current and potential clients and
developing new accounts through the use of an extensive, proprietary database of pre-screened and qualified business
prospects. We build our brand identity through local advertising, promotional initiatives and through our distinctive service
vehicles. Our clients frequently come to us through client referrals, either from our uniform rental business or from our other
service sectors. Our customer service representatives generally interact on a weekly basis with their clients, while our support
personnel are charged with expeditiously handling client requirements regarding the outfitting of new client employees and
other customer service needs.
Types of Contracts
We typically serve our rental clients under written service contracts for an initial term of three to five years. While clients are
not required to make an up-front investment for their uniforms, in the case of nonstandard uniforms and certain specialty
programs, clients typically agree to reimburse us for our costs if they terminate their agreement early. With the exception of
certain governmental bid business, most of our direct marketing business is conducted under invoice arrangement with repeat
clients.
Competition
Although the United States rental industry has experienced some consolidation, there is significant competition in all the areas
that we serve, and such competition varies across geographies. Although many competitors are smaller local and regional firms,
we also face competition from other large national firms such as Cintas Corporation, G&K Services, Inc. and UniFirst
Corporation. We believe that the primary competitive factors that affect our operations are quality, service, design, consistency
of product, and distribution capability, particularly for large multi-location clients, and price. We believe that our ability to
compete effectively is enhanced by the quality and breadth of our product line as well as our nationwide reach.
Employees of Aramark
As of October 2, 2015, we had a total of approximately 265,500 employees, including seasonal employees, consisting of
approximately 167,500 full-time and approximately 98,000 part-time employees in our three business segments. The number of
part-time employees varies significantly from time to time during the year due to seasonal and other operating requirements.
We generally experience our highest level of employment during the fourth fiscal quarter. The approximate number of
employees by segment is as follows: FSS North America: 162,000; FSS International: 89,000; Uniform: 14,000. In addition, the
Aramark corporate staff is approximately 500 employees. Approximately 39,600 employees in the United States are covered by
collective bargaining agreements. We have not experienced any material interruptions of operations due to disputes with our
employees and consider our relations with our employees to be satisfactory.
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Aramark 2015 Form 10-K Governmental Regulation
Our business is subject to various federal, state, local and international laws and regulations, in areas such as environmental,
labor, employment, immigration, health and safety laws and liquor licensing and dram shop matters. In addition, our facilities
and products are subject to periodic inspection by federal, state, local and international authorities. We have established, and
periodically update, various internal controls and procedures designed to maintain compliance with these laws and regulations.
Our compliance programs are subject to legislative changes, or changes in regulatory interpretation, implementation or
enforcement. From time to time both federal and state government agencies have conducted audits of certain of our practices as
part of routine investigations of providers of services under government contracts, or otherwise. Like others in our business, we
receive requests for information from governmental agencies in connection with these audits. If we fail to comply with
applicable laws, we may be subject to investigations, criminal sanctions or civil remedies, including fines, penalties, damages,
reimbursement, injunctions, seizures, disgorgements, debarments from government contracts or loss of liquor licenses.
Our operations are subject to various laws and regulations, including, but not limited to, those governing:
•
•
alcohol licensing and service;
collection of sales and other taxes;
• minimum wage, overtime, classification, wage payment and employment discrimination;
•
•
•
•
•
•
•
•
immigration;
governmentally funded entitlement programs and cost and accounting principles;
false claims, whistleblowers and consumer protection;
environmental protection;
food safety, sanitation, labeling and human health and safety;
customs and import and export controls;
the Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws;
antitrust, competition, procurement and lobbying;
• Minority, women and disadvantaged business enterprise statutes;
• motor carrier safety; and
•
privacy and data security.
The laws and regulations relating to each of our food and support services segments are numerous and complex. There are a
variety of laws and regulations at various governmental levels relating to the handling, preparation and serving of food,
including in some cases requirements relating to the temperature of food, the cleanliness of food production facilities, and the
hygiene of food-handling personnel, which are enforced primarily at the local public health department level. While we attempt
to comply with applicable laws and regulations, there can be no assurance that we are in full compliance at all times with all of
the applicable laws and regulations or that we will be able to comply with any future laws and regulations. Furthermore,
legislation and regulatory attention to food safety is very high. Additional or amended regulations in this area may significantly
increase the cost of compliance or expose us to liability.
In addition, various government agencies impose nutritional guidelines and other requirements on us at certain of the
healthcare, education and corrections facilities we serve. We may also be subject to laws and regulations that limit or restrict the
use of trans fats in the food we serve or other requirements relating to ingredient or nutrient labeling. There can be no assurance
that legislation, or changes in regulatory implementation or interpretation of government regulations, would not limit our
activities in the future or significantly increase the cost of regulatory compliance.
Because we serve alcoholic beverages at many sports, entertainment and recreational facilities, including convention centers
and national and state parks, we also hold liquor licenses incidental to our food service operations and are subject to the liquor
license requirements of the jurisdictions in which we hold a liquor license. As of October 2, 2015, our subsidiaries held liquor
licenses in 45 states and the District of Columbia, four Canadian provinces and certain other countries. Typically, liquor
licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control
regulations relate to numerous aspects of our operations, including minimum age of patrons and employees, hours of operation,
advertising, wholesale purchasing, inventory control and handling, and storage, dispensing and service of alcoholic beverages.
We have not encountered any material problems relating to liquor licenses to date. The failure to receive or retain a liquor
license in a particular location could adversely affect our ability to obtain such a license elsewhere. Some of our contracts
require us to pay liquidated damages during any period in which the liquor license for the facility is suspended as a result of our
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Aramark 2015 Form 10-K actions, and most contracts are subject to termination if the liquor license for the facility is lost as a result of our actions. Our
service of alcoholic beverages is also subject to alcoholic beverage service laws, commonly called dram shop statutes. Dram
shop statutes generally prohibit serving alcoholic beverages to certain persons such as minors or visibly intoxicated persons. If
we violate dram shop laws, we may be liable to the patron and/or to third parties for the acts of the visibly intoxicated patron.
We sponsor regular training programs designed to minimize the likelihood of such a situation and to take advantage of certain
safe harbors and affirmative defenses enacted for the benefit of alcoholic beverage service providers. However, we cannot
guarantee that intoxicated or minor patrons will not be served or that liability for their acts will not be imposed on us.
Our uniform rental business and our food and support service business are subject to various environmental protection laws and
regulations, including the U.S. Federal Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act,
Comprehensive Environmental Response, Compensation, and Liability Act and similar local, state, federal and international
laws and regulations governing the use, management, shipping and disposal of chemicals and hazardous materials. In particular,
industrial laundries use certain detergents and cleaning chemicals to launder garments and other merchandise. The residues
from such detergents and chemicals and residues from soiled garments and other merchandise laundered at our facilities may
result in potential discharges to air and to water (through sanitary sewer systems and publicly owned treatment works) and may
be contained in waste generated by our wastewater treatment systems. Our industrial laundries are subject to certain volume and
chemical air and water pollution discharge limits, monitoring, permitting and recordkeeping requirements. We own or operate
aboveground and underground storage tank systems at some locations to store petroleum products for use in our or our clients’
operations. Certain of these storage tank systems also are subject to performance standards, periodic monitoring and
recordkeeping requirements. We also may use and manage chemicals and hazardous materials in our operations from time to
time. We are mindful of the environmental concerns surrounding the use, management, shipping and disposal of these
chemicals and hazardous materials, and have taken and continue to take measures to comply with environmental protection
laws and regulations. Given the regulated nature of some of our operations, we could face penalties and fines for non-
compliance. In the past, we have settled, or contributed to the settlement of, actions or claims relating to the management of
underground storage tanks and the handling and disposal of chemicals or hazardous materials, either on or off-site. We may, in
the future, be required to expend material amounts to rectify the consequences of any such events. Under environmental laws,
we may be liable for the costs of removal or remediation of certain hazardous materials located on or in or migrating from our
owned or leased property or our clients’ properties, as well as related costs of investigation and property damage. Such laws
may impose liability without regard to our fault, knowledge or responsibility for the presence of such hazardous substances. We
may not know whether our clients’ properties or our acquired or leased properties have been operated in compliance with
environmental laws and regulations or that our future uses or conditions will not result in the imposition of liability upon us
under such laws or expose us to third-party actions such as tort suits.
We do not anticipate any capital expenditures for environmental remediation that would have a material effect on our financial
condition.
Intellectual Property
We have the patents, trademarks, trade names and licenses that are necessary for the operation of our business. Other than the
Aramark brand, which includes our corporate starperson logo design (both old and new) and the Aramark word mark (our
name), we do not consider our patents, trademarks, trade names and licenses to be material to the operation of our business in
any material respect.
Available Information
We file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the “SEC”).
These filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC’s public reference room at 100 F. Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference room.
Our principal Internet address is www.aramark.com. We make available free of charge on www.aramark.com our annual,
quarterly and current reports, and amendments to those reports, as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC.
Our Business Conduct Policy includes a code of ethics for our principal executive officer, our principal financial officer and our
principal accounting officer and applies to all of our employees and non-employee directors. Our Business Conduct Policy is
available on the Investor Relations section of our website at www.aramark.com and is available in print to any person who
requests it by writing or telephoning us at the address or telephone number set forth below.
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Aramark 2015 Form 10-K You may request a copy of our SEC filings (excluding exhibits) and our Business Conduct Policy at no cost by writing or
telephoning us at the following address or telephone number:
Aramark
1101 Market Street
Philadelphia, PA 19107
Attention: Corporate Secretary
Telephone: (215) 238-3000
The references to our web site and the SEC’s web site are intended to be inactive textual references only and the contents of
those websites are not incorporated by reference herein.
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Aramark 2015 Form 10-K Item 1A. Risk Factors
Risks related to our business
Unfavorable economic conditions have, and in the future could, adversely affect our results of operations and financial
condition.
A national or international economic downturn has, and in the future could, reduce demand for our services in each of our
reportable segments, which may result in the loss of business or increased pressure to contract for business on less favorable
terms than our generally preferred terms. Economic hardship among our client base can also impact our business. For example,
during the recent period of economic distress, certain of our businesses have been negatively affected by reduced employment
levels at our clients’ locations and declining levels of business and consumer spending. In addition, insolvency experienced by
clients, especially larger clients, has, and in the future could, make it difficult for us to collect amounts we are owed and could
result in the voiding of existing contracts. Similarly, financial distress or insolvency, if experienced by our key vendors and
service providers such as insurance carriers, could significantly increase our costs.
The portion of our food and support services business that provides services in public facilities such as convention centers and
tourist and recreational attractions is particularly sensitive to an economic downturn, as expenditures to take vacations or hold
or attend conventions are funded to a partial or total extent by discretionary income. A decrease in such discretionary income on
the part of potential attendees at our clients’ facilities has, and in the future could, result in a reduction in our sales. Further,
because our exposure to the ultimate consumer of what we provide is limited by our dependence on our clients to attract those
consumers to their facilities and events, our ability to respond to such a reduction in attendance, and therefore our sales, is
limited. There are many factors that could reduce the numbers of events in a facility or attendance at an event, including labor
disruptions involving sports leagues, poor performance by the teams playing in a facility, number of playoff games, inclement
weather and adverse economic conditions which would adversely affect sales and profits.
Natural disasters, global calamities, sports strikes and other adverse incidents could adversely affect our sales and operating
results.
Natural disasters, including hurricanes and earthquakes, or global calamities, such as an Ebola outbreak or a flu pandemic,
have, and in the future could, affect our sales and operating results. In the past, we experienced lost and closed client locations,
business disruptions and delays, the loss of inventory and other assets, and the effect of the temporary conversion of a number
of our client locations to provide food and shelter to those left homeless by storms. In addition, any terrorist attacks, particularly
against venues that we serve, and the national and global military, diplomatic and financial response to such attacks or other
threats, also may adversely affect our sales and operating results. Sports strikes, particularly those that are for an extended time
period, can reduce our sales and have an adverse impact on our results of operations. For example, in 2012, the collective
bargaining agreement for the players in the National Hockey League expired. As a result, the 2012/2013 season was
significantly shortened and our sales and profits were negatively impacted. Any decrease in the number of games played would
mean a loss of sales and reduced profits at the venues we service.
Our failure to retain our current clients, renew our existing client contracts and obtain new client contracts could adversely
affect our business.
Our success depends on our ability to retain our current clients, renew our existing client contracts and obtain new business.
Our ability to do so generally depends on a variety of factors, including the quality, price and responsiveness of our services, as
well as our ability to market these services effectively and differentiate ourselves from our competitors. There can be no
assurance that we will be able to obtain new business, renew existing client contracts at the same or higher levels of pricing or
that our current clients will not turn to competitors, cease operations, elect to self-operate or terminate contracts with us. The
failure to renew a significant number of our existing contracts would have a material adverse effect on our business and results
of operations and the failure to obtain new business could have an adverse impact on our growth.
We may be adversely affected if clients reduce their outsourcing or use of preferred vendors.
Our business and growth strategies depend in large part on the continuation of a current trend toward outsourcing services.
Clients will outsource if they perceive that outsourcing may provide quality services at a lower overall cost and permit them to
focus on their core business activities. We cannot be certain that this trend will continue or not be reversed or that clients that
have outsourced functions will not decide to perform these functions themselves.
In addition, labor unions representing employees of some of our current and prospective clients have occasionally opposed the
outsourcing trend to the extent that they believed that current union jobs for their memberships might be lost. In these cases,
unions typically seek to prevent public sector entities from outsourcing and if that fails, ensure that jobs that are outsourced
continue to be unionized, which can reduce our pricing and operational flexibility with respect to such businesses.
We have also identified a trend among some of our clients toward the retention of a limited number of preferred vendors to
provide all or a large part of their required services. We cannot be certain that this trend will continue or not be reversed or, if it
does continue, that we will be selected and retained as a preferred vendor to provide these services. Unfavorable developments
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Aramark 2015 Form 10-K with respect to either outsourcing or the use of preferred vendors could have a material adverse effect on our business and
results of operations.
Competition in our industries could adversely affect our results of operations.
There is significant competition in the food and support services business from local, regional, national and international
companies, of varying sizes, many of which have substantial financial resources. Our ability to successfully compete depends
on our ability to provide quality services at a reasonable price and to provide value to our clients and consumers. Certain of our
competitors have been and may in the future be willing to underbid us or accept a lower profit margin or expend more capital in
order to obtain or retain business. Also, certain regional and local service providers may be better established than we are
within a specific geographic region. In addition, existing or potential clients may elect to self-operate their food and support
services, eliminating the opportunity for us to serve them or compete for the account. While we have a significant international
presence, certain of our competitors have more extensive portfolios of services and a broader geographic footprint than we do.
Therefore, we may be placed at a competitive disadvantage for clients who require multiservice or multinational bids.
We have a number of major national competitors in the uniform rental industry with significant financial resources. In addition,
there are regional and local uniform suppliers whom we believe have strong client loyalty. While most clients focus primarily
on quality of service, uniform rental also is a price-sensitive service and if existing or future competitors seek to gain clients or
accounts by reducing prices, we may be required to lower prices, which would reduce our sales and profits. The uniform rental
business requires investment capital for growth. Failure to maintain capital investment in this business would put us at a
competitive disadvantage. In addition, due to competition in our uniform rental business, it has become increasingly important
for us to source garments and other products overseas, particularly from Asia. To the extent we are not able to effectively source
such products from Asia and gain the related cost savings, we may be at a further disadvantage in relation to some of our
competitors.
Increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of our food and support
services contracts may constrain our ability to make a profit.
Our profitability can be adversely affected to the extent we are faced with cost increases for food, wages, other labor related
expenses (including workers’ compensation, state unemployment insurance and federal or state mandated health benefits and
other healthcare costs), insurance, fuel, utilities, piece goods, clothing and equipment, especially to the extent we are unable to
recover such increased costs through increases in the prices for our products and services, due to one or more of general
economic conditions, competitive conditions or contractual provisions in our client contracts. For example, when federal, state,
foreign or local minimum wage rates increase, we may have to increase the wages of both minimum wage employees and
employees whose wages are above the minimum wage. We may also face increased operating costs if federal, state or local
laws and regulations regarding the classification of employees and/or their eligibility for overtime changes. Oil and natural gas
prices have fluctuated significantly in the last several years. Substantial increases in the cost of fuel and utilities have
historically resulted in substantial cost increases in our uniform rental business, and to a lesser extent in our food and support
services segments. From time to time we have experienced increases in our food costs. While we believe a portion of these
increases were attributable to fuel prices, we believe the increases also resulted from rising global food demand and the
increased production of biofuels such as ethanol. In addition, food prices can fluctuate as a result of temporary changes in
supply, including as a result of incidences of severe weather such as droughts, heavy rains and late freezes. We have two main
types of contract in our food and facilities business: profit and loss contracts in which we bear all of the expenses of the
contract but gain the benefit of the sales, and client interest contracts in which our clients share some or all of the expenses and
gain some or all of the sales. Approximately 73% of our food and support services sales in fiscal 2015 are from profit and loss
contracts under which we have limited ability to pass on cost increases to our clients. Therefore, in many cases, we will have to
absorb any cost increases, which may adversely impact our operating results.
The amount of risk that we bear and our profit potential vary depending on the type of contract under which we provide food
and support services. We may be unable to fully recover costs on contracts that limit our ability to increase prices. In addition,
we provide many of our services under contracts of indefinite term, which are subject to termination on short notice by either
party without cause. Some of our profit and loss and client interest contracts contain minimum guaranteed remittances to our
client regardless of our sales or profit at the facility. If sales do not exceed costs under a contract that contains minimum
guaranteed commissions, we will bear any losses which are incurred, as well as the guaranteed commission. Generally, our
contracts also limit our ability to raise prices on the food, beverages and merchandise we sell within a particular facility without
the client’s consent. In addition, some of our contracts exclude certain events or products from the scope of the contract, or give
the client the right to modify the terms under which we may operate at certain events. The payment of guaranteed commissions
or other guaranteed amounts to a client under a profit and loss contract that is not profitable, the refusal by individual clients to
permit the sale of some products at their venues, the imposition by clients of limits on prices which are not economically
feasible for us, or decisions by clients to curtail their use of the services we provide could adversely affect our sales and results
of operations. For example, during the recent economic downturn, certain of our business & industry clients curtailed their
employees’ use of catering, which had a negative effect on our sales and profits.
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Aramark 2015 Form 10-K Our inability to achieve cost savings through our cost reduction efforts could impact our results of operations.
The achievement of the goals we set in our plans and our future financial performance is dependent, in part, on our efforts to
reduce our cost structure through various cost reduction initiatives. Successful execution of our cost reduction initiatives is not
assured and there are several obstacles to success, including our ability to enable the information technology and business
process required for these efforts, as well as the timing of the transition to our business services center. In addition, there can be
no assurance that our efforts, if properly executed, will result in our desired outcome of improved financial performance.
Our expansion strategy involves risks.
We may seek to acquire companies or interests in companies or enter into joint ventures that complement our business, and our
inability to complete acquisitions, integrate acquired companies successfully or enter into joint ventures may render us less
competitive. At any given time, we may be evaluating one or more acquisitions or engaging in acquisition negotiations. We
cannot be sure that we will be able to continue to identify acquisition candidates or joint venture partners on commercially
reasonable terms or at all. If we make acquisitions, we also cannot be sure that any benefits anticipated from the acquisitions
will actually be realized. Likewise, we cannot be sure that we will be able to obtain necessary financing for acquisitions. Such
financing could be restricted by the terms of our debt agreements or it could be more expensive than our current debt. The
amount of such debt financing for acquisitions could be significant and the terms of such debt instruments could be more
restrictive than our current covenants. In addition, our ability to control the planning and operations of our joint ventures and
other less than majority-owned affiliates may be subject to numerous restrictions imposed by the joint venture agreements and
majority stockholders. Our joint venture partners may also have interests which differ from ours.
The process of integrating acquired operations into our existing operations may result in operating, contract and supply chain
difficulties, such as the failure to retain clients or management personnel and problems coordinating technology and supply
chain arrangements. Also, in connection with any acquisition, we could fail to discover liabilities of the acquired company for
which we may be responsible as a successor owner or operator in spite of any investigation we make prior to the acquisition. In
addition, labor laws in certain countries may require us to retain more employees than would otherwise be optimal from entities
we acquire. Such difficulties may divert significant financial, operational and managerial resources from our existing
operations, and make it more difficult to achieve our operating and strategic objectives. The diversion of management attention,
particularly in a difficult operating environment, may affect our sales. Similarly, our business depends on effective information
technology systems and implementation delays or poor execution of the integration of different information technology systems
could disrupt our operations and increase costs. Possible future acquisitions could result in the incurrence of additional debt and
related interest expense or contingent liabilities and amortization expenses related to intangible assets, which could have a
material adverse effect on our financial condition, operating results and/or cash flow. In addition, goodwill resulting from
business combinations represents a significant portion of our assets. If the goodwill were deemed to be impaired, we would
need to take a charge to earnings to write down the goodwill to its fair value.
A failure to maintain food safety throughout our supply chain and food-borne illness concerns may result in reputational
harm and claims of illness or injury that could adversely affect us.
Food safety is a top priority for us and we dedicate substantial resources to ensuring that our consumers enjoy safe, quality food
products. Claims of illness or injury relating to food quality or food handling are common in the food service industry, and a
number of these claims may exist at any given time. Because food safety issues could be experienced at the source or by food
suppliers or distributors, food safety could, in part, be out of our control. Regardless of the source or cause, any report of food-
borne illness or other food safety issues such as food tampering or contamination at one of our locations could adversely impact
our reputation, hindering our ability to renew contracts on favorable terms or to obtain new business, and have a negative
impact on our sales. Even instances of food-borne illness, food tampering or contamination at a location served by one of our
competitors could result in negative publicity regarding the food service industry generally and could negatively impact our
sales. Future food safety issues may also from time to time disrupt our business. In addition, product recalls or health concerns
associated with food contamination may also increase our raw materials costs.
Laws and governmental regulations relating to food and beverages may subject us to significant liability.
The laws and regulations relating to each of our food and support services segments are numerous and complex. A variety of
laws and regulations at various governmental levels relating to the handling, preparation and serving of food (including, in
some cases, requirements relating to the temperature of food), and the cleanliness of food production facilities and the hygiene
of food-handling personnel are enforced primarily at the local public health department level. There can be no assurance that
we are in full compliance with all applicable laws and regulations at all times or that we will be able to comply with any future
laws and regulations. Furthermore, legislation and regulatory attention to food safety is very high. Additional or amended laws
or regulations in this area may significantly increase the cost of compliance or expose us to liabilities.
We serve alcoholic beverages at many facilities, and must comply with applicable licensing laws, as well as state and local
service laws, commonly called dram shop statutes. Dram shop statutes generally prohibit serving alcoholic beverages to certain
persons, such as an individual who is visibly intoxicated or a minor. If we violate dram shop laws, we may be liable to the
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Aramark 2015 Form 10-K patron and/or third parties for the acts of the patron. Although we sponsor regular training programs designed to minimize the
likelihood of such a situation and to take advantage of certain safe harbors and affirmative defenses established for the benefit
of alcoholic beverages service providers, we cannot guarantee that visibly intoxicated or minor patrons will not be served or
that liability for their acts will not be imposed on us. There can be no assurance that additional laws or regulations in this area
would not limit our activities in the future or significantly increase the cost of regulatory compliance. We must also obtain and
comply with the terms of licenses in order to sell alcoholic beverages in the states in which we serve alcoholic beverages. Some
of our contracts require us to pay liquidated damages during any period in which the liquor license for the facility is suspended
as a result of our actions, and most contracts are subject to termination if the liquor license for the facility is lost as a result of
our actions.
If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become
subject to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and
adversely affect our business.
We are subject to governmental regulation at the federal, state, international, national, provincial and local levels in many areas
of our business, such as employment laws, wage and hour laws, discrimination laws, immigration laws, human health and
safety laws, import and export controls and customs laws, environmental laws, false claims or whistleblower statutes, minority,
women and disadvantaged business enterprise statutes, tax codes, antitrust and competition laws, consumer protection statutes,
procurement regulations, intellectual property laws, food safety, labeling and sanitation laws, governmentally funded
entitlement programs and cost and accounting principles, the Foreign Corrupt Practices Act, the U.K. Bribery Act, other anti-
corruption laws, lobbying laws, motor carrier safety laws, data privacy and security laws and alcohol licensing and service
laws.
From time to time, governmental agencies have conducted reviews and audits of certain of our practices as part of routine
investigations of providers of services under government contracts, or otherwise. Like others in our business, we also receive
requests for information from government agencies in connection with these reviews and audits. While we attempt to comply
with all applicable laws and regulations, there can be no assurance that we are in full compliance with all applicable laws and
regulations or interpretations of these laws and regulations at all times or that we will be able to comply with any future laws,
regulations or interpretations of these laws and regulations.
If we fail to comply with applicable laws and regulations, including those referred to above, we may be subject to
investigations, criminal sanctions or civil remedies, including fines, penalties, damages, reimbursement, injunctions, seizures,
disgorgements or debarments from government contracts or the loss of liquor licenses. The cost of compliance or the
consequences of non-compliance, including debarments, could have a material adverse effect on our business and results of
operations. In addition, government agencies may make changes in the regulatory frameworks within which we operate that
may require either the corporation as a whole or individual businesses to incur substantial increases in costs in order to comply
with such laws and regulations.
Changes in, new interpretations of or changes in the enforcement of the governmental regulatory framework may affect our
contracts and contract terms and may reduce our sales or profits.
A portion of our sales, estimated to be approximately 13.0% in fiscal 2015, is derived from business with U.S. federal, state and
local governments and agencies. Changes or new interpretations in, or changes in the enforcement of, the statutory or
regulatory framework applicable to services provided under government contracts or bidding procedures, including an adverse
change in government spending policies or appropriations, budget priorities or revenue levels, particularly by our food and
support services businesses, could result in fewer new contracts or contract renewals, modifications to the methods we apply to
price government contracts, or in contract terms of shorter duration than we have historically experienced. Any of these
changes could result in lower sales or profits than we have historically achieved, which could have an adverse effect on our
results of operations.
Environmental regulations may subject us to significant liability and limit our ability to grow.
We are subject to various environmental protection laws and regulations, including the U.S. Federal Clean Water Act, Clean Air
Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act and
similar federal, state and local statutes and regulations governing the use, management, and disposal of chemicals and
hazardous materials. In particular, industrial laundries in our uniform rental business use certain detergents and cleaning
chemicals to launder garments and other merchandise. The residues from such detergents and chemicals and residues from
soiled garments and other merchandise laundered at our facilities may result in potential discharges to air and to water (through
sanitary sewer systems and publicly owned treatment works) and may be contained in waste generated by our wastewater
treatment systems.
Our industrial laundries are subject to certain volume and chemical air and water pollution discharge limits, monitoring,
permitting and recordkeeping requirements.
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Aramark 2015 Form 10-K We own or operate aboveground and underground storage tank systems at some locations to store petroleum products for use in
our or our clients’ operations. Certain of these storage tank systems also are subject to performance standards, periodic
monitoring, and recordkeeping requirements. We also may use and manage chemicals and hazardous materials in our
operations from time to time. In the course of our business, we may be subject to penalties and fines for non-compliance with
environmental protection laws and regulations and we may settle, or contribute to the settlement of, actions or claims relating to
the management of underground storage tanks and the handling and disposal of chemicals or hazardous materials. We may, in
the future, be required to expend material amounts to rectify the consequences of any such events.
In addition, changes to environmental laws may subject us to additional costs or cause us to change aspects of our business.
Under U.S. federal and state environmental protection laws, as an owner or operator of real estate we may be liable for the costs
of removal or remediation of certain hazardous materials located on or in or migrating from our owned or leased property or
our client’s properties, as well as related costs of investigation and property damage, without regard to our fault, knowledge, or
responsibility for the presence of such hazardous materials. There can be no assurance that locations that we own, lease or
otherwise operate, either for ourselves or for our clients, or that we may acquire in the future, have been operated in compliance
with environmental laws and regulations or that future uses or conditions will not result in the imposition of liability upon us
under such laws or expose us to third-party actions such as tort suits. In addition, such regulations may limit our ability to
identify suitable sites for new or expanded facilities. In connection with our present or past operations and the present or past
operations of our predecessors or companies that we have acquired, hazardous substances may migrate from properties on
which we operate or which were operated by our predecessors or companies we acquired to other properties. We may be subject
to significant liabilities to the extent that human health is adversely affected or the value of such properties is diminished by
such migration.
Our international business faces risks different from those we face in the United States that could have an effect on our
results of operations and financial condition.
A significant portion of our sales is derived from international business. During fiscal 2015, approximately 20% of our sales
were generated outside of North America. We currently have a presence in 19 countries outside of the United States and Canada
with approximately 89,000 personnel. Our international operations are subject to risks that are different from those we face in
the United States, including the requirement to comply with changing, conflicting and unclear national and local regulatory
requirements; Foreign Corrupt Practices Act, U.K. Bribery Act and other anti-corruption law compliance matters; potential
difficulties in staffing and labor disputes; differing local labor laws; managing and obtaining support and distribution for local
operations; credit risk or financial condition of local clients; potential imposition of restrictions on investments; potentially
adverse tax consequences, including imposition or increase of withholding, VAT and other taxes on remittances and other
payments by subsidiaries; foreign exchange controls; and local political and social conditions. In addition, the operating results
of our non-U.S. subsidiaries are translated into U.S. dollars and those results are affected by movements in foreign currencies
relative to the U.S. dollar.
We intend to continue to develop our business in emerging countries over the long term. Emerging international operations
present several additional risks, including greater fluctuation in currencies relative to the U.S. dollar; economic and
governmental instability; civil disturbances; volatility in gross domestic production; and nationalization and expropriation of
private assets.
There can be no assurance that the foregoing factors will not have a material adverse effect on our international operations or
on our consolidated financial condition and results of operations.
Continued or further unionization of our workforce may increase our costs and work stoppages could damage our business.
Approximately 39,600 employees in our North America operations are represented by unions and covered by collective
bargaining agreements. The continued or further unionization of a significantly greater portion of our workforce could increase
our overall costs at the affected locations and adversely affect our flexibility to run our business in the most efficient manner to
remain competitive or acquire new business. In addition, any significant increase in the number of work stoppages at our
various operations could adversely affect our business, financial condition or results of operations.
We may incur significant liability as a result of our participation in multiemployer defined benefit pension plans.
We operate at several locations under collective bargaining agreements. Under some of these agreements, we are obligated to
contribute to multiemployer defined benefit pension plans. As a contributing employer to such plans, should we trigger either a
“complete” or a “partial withdrawal,” we would be subject to withdrawal liability (or partial withdrawal liability) for our
proportionate share of any unfunded vested benefits. In addition, if a multiemployer defined benefit pension plan fails to satisfy
the minimum funding standards, we could be liable to increase our contributions to meet minimum funding standards. Also, if a
participating employer withdraws from the plan or experiences financial difficulty, including bankruptcy, our obligation could
increase. The financial status of certain of the plans to which we contribute has deteriorated in the recent past and continues to
deteriorate. In addition, any increased funding obligations for underfunded multiemployer defined benefit pension plans could
have an adverse financial impact on us.
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Aramark 2015 Form 10-K Risks associated with the suppliers from whom our products are sourced could adversely affect our results of operations.
The raw materials we use in our business and the finished products we sell are sourced from a wide variety of domestic and
international suppliers. We seek to require our suppliers to comply with applicable laws and otherwise be certified as meeting
our supplier standards of conduct. Our ability to find qualified suppliers who meet our standards, and to access raw materials
and finished products in a timely and efficient manner is a challenge, especially with respect to suppliers located and goods
sourced outside the United States. In addition, insolvency experienced by suppliers could make it difficult for us to source the
items we need to run our business. Political and economic stability in the countries in which foreign suppliers are located, the
financial stability of suppliers, suppliers’ failure to meet our supplier standards, labor problems experienced by our suppliers,
the availability of raw materials to suppliers, currency exchange rates, transport availability and cost, inflation and other factors
relating to the suppliers and the countries in which they are located are beyond our control. In addition, United States foreign
trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the limitation on
the importation of certain types of goods or of goods containing certain materials from other countries and other factors relating
to foreign trade are beyond our control. In addition, if one of our suppliers were to violate the law, our reputation may be
harmed simply due to our association with that supplier. These and other factors affecting our suppliers and our access to raw
materials and finished products could adversely affect our results of operations.
In fiscal 2015, one distributor distributed approximately 57% of our food and non-food products in the United States and
Canada, and if our relationship or their business were to be disrupted, we could experience disruptions to our operations
and cost structure.
Although we negotiate the pricing and other terms for the majority of our purchases of food and related products in the U.S.
and Canada directly with national manufacturers, we purchase these products and other items through Sysco Corporation and
other distributors. Sysco, the main U.S. and Canadian distributor of our food and non-food products, and other distributors are
responsible for tracking our orders and delivering products to our specific locations. If our relationship with, or the business of,
Sysco were to be disrupted, we would have to arrange alternative distributors and our operations and cost structure could be
adversely affected in the short term. Similarly, a sudden termination of the relationship with a significant provider in other
geographic areas could in the short term adversely affect our ability to provide services and disrupt our client relationships in
such areas.
Our business may suffer if we are unable to hire and retain sufficient qualified personnel or if labor costs increase.
From time to time, we have had difficulty in hiring and retaining qualified management personnel, particularly at the entry
management level. We will continue to have significant requirements to hire such personnel. In the past, at times when the
United States or other geographic regions have periodically experienced reduced levels of unemployment, there has been a
shortage of qualified workers at all levels. Given that our workforce requires large numbers of entry level and skilled workers
and managers, low levels of unemployment when such conditions exist or mismatches between the labor markets and our skill
requirements can compromise our ability in certain areas of our businesses to continue to provide quality service or compete for
new business. We also regularly hire a large number of part-time and seasonal workers, particularly in our food and support
services segments. Any difficulty we may encounter in hiring such workers could result in significant increases in labor costs,
which could have a material adverse effect on our business, financial condition and results of operations. Competition for labor
has at times resulted in wage increases in the past and future competition could substantially increase our labor costs. Due to
the labor intensive nature of our businesses and the fact that 73% of our food and support services segments’ sales are from
profit and loss contracts under which we have limited ability to pass along cost increases, a shortage of labor or increases in
wage levels in excess of normal levels could have a material adverse effect on our results of operations.
Healthcare reform legislation could have an impact on our business.
During 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010
were signed into law in the United States. Certain of the provisions that have increased our healthcare costs include the removal
of annual plan limits, the mandate that health plans provide 100% coverage on expanded preventative care and new eligibility
rules, which cover more variable hour employees than we have done in the past. While much of the cost of the recent healthcare
legislation enacted will occur after 2015 due to provisions of the legislation being delayed and phased in over time, such as the
excise tax on high cost coverage, changes to our healthcare cost structure could have an adverse impact on our business and
operating costs.
Our business is contract intensive and may lead to client disputes.
Our business is contract intensive and we are parties to many contracts with clients all over the world. Our client interest
contracts provide that client billings, and for some contracts the sharing of profits and losses, are based on our determinations
of costs of service. Contract terms under which we base these determinations and, for certain government contracts, regulations
governing our cost determinations, may be subject to differing interpretations which could result in disputes with our clients
from time to time. Clients generally have the right to audit our contracts, and we periodically review our compliance with
contract terms and provisions. If clients were to dispute our contract determinations, the resolution of such disputes in a manner
15
15
Aramark 2015 Form 10-K adverse to our interests could negatively affect sales and operating results. While we do not believe any reviews, audits or other
such matters should result in material adjustments, if a large number of our client arrangements were modified in response to
any such matter, the effect could be materially adverse to our business or results of operations.
Our operations are seasonal and quarter to quarter comparisons may not be a good indicator of our performance.
In our first and second fiscal quarters, within the FSS North America segment, there historically has been a lower level of sales
to sports and leisure clients, which is partly offset by increased activity in educational operations. In our third and fourth fiscal
quarters, there historically has been a significant increase in sales to sports and leisure clients, which is partially offset by the
effect of summer recess in educational operations. For these reasons, a quarter to quarter comparison is not a good indication of
our performance or how we will perform in the future.
Our operations and reputation may be adversely affected by disruptions to or breaches of our information security systems
or if our data is otherwise compromised.
We are increasingly utilizing information technology systems to enhance the efficiency of our business. We maintain
confidential, proprietary and personal information about, or on behalf of, our potential, current and former clients, customers,
employees and other third parties in these systems or engage third parties in connection with storage and processing of this
information. Our systems and the systems of our vendors are subject to damage or interruption from power outages, computer
or telecommunication failures, computer viruses and catastrophic events. These systems are also vulnerable to an increasing
threat of rapidly evolving cyber-based attacks, including malicious software, attempts to gain unauthorized access to data and
other electronic security breaches. The development and maintenance of these systems is costly and requires ongoing
monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite
our efforts and the efforts of our vendors, the possibility of risks described above, particularly cyber-based attacks, cannot be
eliminated entirely, and each of these risks remain. In addition, we provide confidential, proprietary and personal information to
third parties when it is necessary to pursue business objectives. While we obtain assurances that these third parties will protect
this information, there is a risk the confidentiality of data held by third parties may be compromised. In addition, data and
security breaches can also occur as the result of non-technical issues, including intentional or inadvertent breach by our
employees or others with whom we have a relationship. Any damage to, or compromise or breach of our systems or the systems
of our vendors could impair our ability to conduct our business, and result in a violation of applicable privacy and other laws,
significant legal and financial exposure, including litigation and other potential liability, and a loss of confidence in our security
measures, which could have an adverse effect on our results of operations and our reputation as a brand, business partner or an
employer.
Failure to achieve and maintain effective internal controls could adversely affect our business and stock price.
Our management is responsible for establishing and maintaining effective internal control over financial reporting. Internal
control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting in
accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal
control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of
our financial statements or fraud. While we continue to evaluate our internal controls, we cannot be certain that these measures
will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Any
failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial
results accurately and timely or to detect and prevent fraud. A significant financial reporting failure or material weakness in
internal control over financial reporting could cause a loss of investor confidence and decline in the market price of our
common stock.
Risks Related to Our Indebtedness
Our leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to
changes in the economy or our industries, expose us to interest rate risk to the extent of our variable rate debt and prevent
us from meeting our obligations.
We are highly leveraged. As of October 2, 2015, our outstanding indebtedness was $5,293.7 million. We also had additional
availability of $643.5 million under our revolving credit facility at that date.
This degree of leverage could have important consequences, including:
•
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;
• making it more difficult for us to make payments on our indebtedness;
•
increasing our vulnerability to general economic and industry conditions;
16
16
Aramark 2015 Form 10-K •
•
•
•
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;
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
limiting our ability to obtain additional financing for working capital, capital expenditures, debt service
requirements, acquisitions and general corporate or other purposes; and
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.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions
contained in our senior secured credit facilities and the indenture governing our senior notes. If new indebtedness is added to
our current debt levels, the related risks that we now face could increase.
If our financial performance were to deteriorate, we may not be able to generate sufficient cash to service all of our
indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be
successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and
operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business
and other factors beyond our control. While we believe that we currently have adequate cash flows to service our indebtedness,
if our financial performance were to deteriorate significantly, we might be unable to maintain a level of cash flows from
operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If, due to such a deterioration in our financial performance, our cash flows and capital resources were to be insufficient to fund
our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek
additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not
permit us to meet our scheduled debt service obligations. In addition, if we were required to raise additional capital in the
current financial markets, the terms of such financing, if available, could result in higher costs and greater restrictions on our
business. In addition, although a significant amount of our long-term borrowings do not mature until 2019 and later, if we were
to need to refinance our existing indebtedness, the conditions in the financial markets at that time could make it difficult to
refinance our existing indebtedness on acceptable terms or at all. If such alternative measures proved unsuccessful, we could
face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service
and other obligations. Our senior secured credit agreement and the indenture governing our senior notes restrict our ability to
dispose of assets and use the proceeds from any disposition of assets and to refinance our indebtedness. We may not be able to
consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be
adequate to meet any debt service obligations then due.
Our debt agreements contain restrictions that limit our flexibility in operating our business.
Our senior secured credit agreement and the indenture governing our senior notes contain various covenants that limit our
ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among
other things:
•
•
incur additional indebtedness, refinance or restructure indebtedness or issue certain preferred shares;
pay dividends on, repurchase or make distributions in respect of our capital stock, make unscheduled payments on
our notes, repurchase or redeem our notes or make other restricted payments;
• make certain investments;
•
•
•
•
sell certain assets;
create liens;
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
enter into certain transactions with our affiliates.
In addition, our senior secured revolving credit facility requires us to satisfy and maintain specified financial ratios and other
financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and in
the event of a significant deterioration of our financial performance, there can be no assurance that we will satisfy those ratios
and tests. A breach of any of these covenants could result in a default under the senior secured credit agreement. Upon our
failure to maintain compliance with these covenants that is not waived by the lenders under the revolving credit facility, the
lenders under the senior secured credit facilities could elect to declare all amounts outstanding under the senior secured credit
facilities to be immediately due and payable and terminate all commitments to extend further credit under such facilities. If we
were unable to repay those amounts, the lenders under the senior secured credit facilities could proceed against the collateral
17
17
Aramark 2015 Form 10-K granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the senior
secured credit agreement. If the lenders under the senior secured credit facilities accelerate the repayment of borrowings, there
can be no assurance that we will have sufficient assets to repay those borrowings, as well as our unsecured indebtedness. If our
senior secured indebtedness was accelerated by the lenders as a result of a default, our senior notes may become due and
payable as well. Any such acceleration may also constitute an amortization event under our receivables facility, which could
result in the amount outstanding under that facility becoming due and payable.
Risks Related to Ownership of Our Common Stock
Our share price may change significantly, and you may not be able to resell shares of our common stock at or above the
price you paid or at all, and you could lose all or part of your investment as a result.
We completed our initial public offering on December 17, 2013. Since our initial public offering, the trading price of our
common stock, as reported by the NYSE, has been and is likely to continue to be volatile and could fluctuate due to a number
of factors such as those listed in “—Risks Related to Our Business” and the following, some of which are beyond our control:
•
•
•
•
•
•
•
•
•
quarterly variations in our results of operations;
results of operations that vary from the expectations of securities analysts and investors;
results of operations that vary from those of our competitors;
changes in expectations as to our future financial performance, including financial estimates by securities analysts
and investors;
announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing
relationships, joint ventures or capital commitments;
announcements by third parties of significant claims or proceedings against us;
future sales of our common stock;
general domestic and international economic conditions; and
unexpected and sudden changes in senior management.
Furthermore, the stock market has experienced extreme volatility that, in some cases, has been unrelated or disproportionate to
the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the
market price of our common stock, regardless of our actual operating performance.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were
involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management
from our business regardless of the outcome of such litigation.
There can be no assurance that we will continue to pay dividends on our common stock, and our indebtedness could limit
our ability to pay dividends on our common stock.
Payment of cash dividends on our common stock is subject to our compliance with applicable law and depends on, among other
things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions,
business prospects and other factors that our board of directors may deem relevant. Our senior secured credit facilities and the
indenture governing our senior notes contain, and the terms of any future indebtedness we or our subsidiaries incur may
contain, limitations on our ability to pay dividends. For more information, see Item 5. "Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividends.” Although we have paid cash dividends in
the past, there can be no assurance that we will continue to pay any dividend in the future.
Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-
takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control
transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over
the market price for the shares held by our stockholders.
These provisions provide for, among other things:
the ability of our board of directors to issue one or more series of preferred stock;
advance notice for nominations of directors by stockholders and for stockholders to include matters to be
considered at our annual meetings;
certain limitations on convening special stockholder meetings;
18
•
•
•
18
Aramark 2015 Form 10-K •
•
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
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.
These anti-takeover provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be
considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a
premium for their shares.
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole
and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit
our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other
employees.
Our amended and restated certificate of incorporation provides that, with certain limited exceptions, unless we consent in
writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive
forum for any stockholder (including any beneficial owner) to bring (i) any derivative action or proceeding brought on our
behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer of the Company owed to us
or our stockholders, creditors or other constituents, (iii) any action asserting a claim against us or any director or officer of the
Company arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate
of incorporation or our amended and restated bylaws, or (iv) any action asserting a claim against the Company or any director
or officer of the Company governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any
interest in shares of our capital stock is deemed to have received notice of and consented to the foregoing provisions. This
choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for
disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors,
officers and employees. Alternatively, if a court were to find this choice of forum provision inapplicable to, or unenforceable in
respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
If securities or industry research analysts do not publish or cease publishing research or reports about our business or if
they issue unfavorable commentary or downgrade our common stock, our share price and trading volume could decline.
The trading market for our common stock relies in part on the research and reports that securities and industry research analysts
publish about us, our industry, our competitors and our business. We do not have any control over these analysts. Our share
price and trading volumes could decline if one or more securities or industry analysts downgrade our common stock, issue
unfavorable commentary about us, our industry or our business, cease to cover our company or fail to regularly publish reports
about us, our industry or our business.
Item 1B.
Unresolved Staff Comments
Not Applicable.
Item 2.
Properties
Our principal executive offices are leased at Aramark Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107. Our
principal real estate is primarily comprised of Uniform facilities. As of October 2, 2015, we operated 252 service facilities in
our Uniform segment, consisting of industrial laundries, cleanroom laundries, warehouses, distribution centers, satellites,
depots, and stand alone garages that are located in 41 states, Mexico, Canada and Puerto Rico. Of these, approximately 50% are
leased and approximately 50% are owned. In addition, we operate two cutting and sewing plants in Mexico. We own 10
buildings that we use in our FSS North America segment, including two office buildings, two hotels and several office/
warehouse spaces, and we lease 95 premises, consisting of offices, office/warehouses and distribution centers. In addition, we
own a distribution center, two offices and five other properties and lease 119 facilities throughout the world that we use in our
FSS International segment. We also maintain other real estate and leasehold improvements, which we use in the Uniform and
FSS segments. No individual parcel of real estate owned or leased is of material significance to our total assets.
19
19
Aramark 2015 Form 10-K Item 3.
Legal Proceedings
Our business is subject to various federal, state and local laws and regulations governing, among other things, the generation,
handling, storage, transportation, treatment and disposal of water wastes and other substances. We engage in informal
settlement discussions with federal, state, local and foreign authorities regarding allegations of violations of environmental laws
in connection with our operations or businesses conducted by our predecessors or companies that we have acquired, the
aggregate amount of which and related remediation costs we do not believe should have a material adverse effect on our
financial condition or results of operations.
From time to time, the Company and its subsidiaries are party to various legal actions, proceedings and investigations involving
claims incidental to the conduct of their business, including those brought by clients, consumers, employees, government
entities and third parties under, among others, federal, state, international, national, provincial and local employment laws,
wage and hour laws, discrimination laws, immigration laws, human health and safety laws, import and export controls and
customs laws, environmental laws, false claims or whistleblower statutes, minority, women and disadvantaged business
enterprise statutes, tax codes, antitrust and competition laws, consumer protection statutes, procurement regulations, intellectual
property laws, food safety and sanitation laws, cost and accounting principles, the Foreign Corrupt Practices Act, the U.K.
Bribery Act, other anti-corruption laws, lobbying laws, motor carrier safety laws, data privacy and security laws and alcohol
licensing and service laws, or alleging negligence and/or breaches of contractual and other obligations. Based on information
currently available, advice of counsel, available insurance coverage, established reserves and other resources, the Company
does not believe that any such actions, proceedings or investigations are likely to be, individually or in the aggregate, material
to its business, financial condition, results of operations or cash flows. However, in the event of unexpected further
developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be
materially adverse to the Company’s business, financial condition, results of operations or cash flows.
Item 4.
Mine Safety Disclosures
Not Applicable.
______________________________________
20
20
Aramark 2015 Form 10-K Executive Officers of the Registrant
Our executive officers as of November 30, 2015 are as follows:
Name
Eric J. Foss
Stephen P. Bramlage, Jr.
Christian Dirx
Lynn B. McKee
Christina T. Morrison
Joseph Munnelly
Stephen R. Reynolds
Age
Position
57
45
Chairman, President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
44 Vice President and Treasurer
60
48
51
57
Executive Vice President, Human Resources
Senior Vice President, Finance
Senior Vice President, Controller and Chief Accounting Officer
Executive Vice President, General Counsel and Secretary
With
Aramark
Since
2012
2015
2015
1980
2013
2007
2012
Eric J. Foss has been our Chairman of the Board since February 2015 and our President and Chief Executive Officer since
May 2012. Before joining us, Mr. Foss served as Chief Executive Officer of Pepsi Beverages Company from February 2010
until December 2011. Prior to that Mr. Foss served as Chairman and Chief Executive Officer of The Pepsi Bottling Group from
2008 until 2010; President and Chief Executive Officer from 2006 until 2007; and Chief Operating Officer from 2005 until
2006. Mr. Foss serves on the board of CIGNA Corporation and previously served on the board of UDR, Inc.
Stephen P. Bramlage, Jr. was appointed Executive Vice President and Chief Financial Officer in April 2015. Prior to joining
us Mr. Bramlage served as Senior Vice President and Chief Financial Officer of Owens-Illinois, Inc. from June 2012 to March
2015. Prior to that, he served as President of Owens-Illinois Asia Pacific from August 2011 to June 2012; General Manager of
Owens-Illinois New Zealand from August 2010 to July 2011; Vice President of Finance of Owens-Illinois, Inc. from March
2008 to July 2010; Vice President and Chief Financial Officer of Owens-Illinois Europe in 2008; and Vice President and
Treasurer of Owens-Illinois, Inc. from 2006 to 2008. In addition to his current duties, Mr. Bramlage has temporarily assumed
the duties of principal accounting officer as a result of an extended medical leave by the Company’s Controller and Chief
Accounting Officer.
Christian Dirx was appointed Vice President and Treasurer in June 2015. Before joining us Mr. Dirx served as Vice President,
Treasury for Wyndham Worldwide Corporation from February 2012 until June 2015. From October 2010 to February 2012,
Mr. Dirx served as Senior Vice President, Treasurer, at Ports America, Inc., a High Star Capital portfolio company. Prior to
October 2010, Mr. Dirx served in a number of financial leadership roles at Marriott International, Inc.
Lynn B. McKee was appointed Executive Vice President, Human Resources in May 2004. From August 2012 to August 2013,
Ms. McKee served as Executive Vice President, Human Resources and Communications. From January 2004 to May 2004, Ms.
McKee served as our Senior Vice President of Human Resources and from September 2001 to December 2003, she served as
Senior Vice President of Human Resources for our Food and Support Services Group. From August 1998 to August 2001, she
served as our Staff Vice President, Executive Development and Compensation. Ms. McKee serves on the board of directors of
Bryn Mawr Bank Co.
Christina Morrison was appointed Senior Vice President, Finance in June 2013. Before joining us, Ms. Morrison served as
Senior Vice President, Business and Financial Planning of Merck & Co., Inc. from November 2009 to June 2013. Prior to that,
Ms. Morrison served as Senior Vice President, Chief Financial Officer of Wyeth Pharmaceuticals from July 2007 to October
2009 and as Vice President, U.S. Chief Financial Officer from 2005 to 2007; she served as Wyeth’s Vice President, New
Business, Women’s Health Care from 2004 to 2005. From 2003 to 2004 Ms. Morrison was Executive Director, Strategic
Planning of The Rouse Company. From 1989 to 2002 Ms. Morrison served in various capacities at Deutsche Bank’s Mergers
and Acquisitions and Health Care Groups.
Joseph Munnelly was appointed Controller and Chief Accounting Officer effective March 2008 after serving as our Senior
Vice President and Deputy Controller beginning in September 2007. Prior to joining us, Mr. Munnelly served as Vice President
and Corporate Controller at Unisys Corporation, a worldwide information technology services and solutions company, since
2005. Prior to that, he served as a partner at KPMG LLP in the Audit and Risk Advisory Services Practice. Prior to his tenure at
KPMG, he spent 16 years with Arthur Andersen LLP, most recently as a partner in the Audit and Business Advisory practice.
Stephen R. Reynolds was appointed Executive Vice President, General Counsel and Secretary in September 2012. Before
joining us, Mr. Reynolds was an executive with Alcatel-Lucent for seven years, having most recently served as Senior Vice
President and General Counsel from January 2006 to August 2012.
21
21
Aramark 2015 Form 10-K PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Shares of our common stock began trading on December 12, 2013 and are quoted on the New York Stock Exchange (“NYSE”)
under the ticker symbol “ARMK.” Prior to that date, there was no public market for our common stock. As of November 27,
2015, there were approximately 371 holders of record of our outstanding common stock. This does not include persons who
hold our common stock in nominee or “street name” accounts through brokers or banks. The following table sets forth the high
and low closing sales prices per share of our common stock during the periods indicated and the amount of cash dividends
declared per share:
Calendar Period
Quarter ended January 2,2015
Quarter ended April 3, 2015
Quarter ended July 3, 2015
Quarter ended October 2, 2015
Dividends
High
Low
Cash
Dividend
Declared
Per Share
$ 31.43
$ 25.03
$ 0.08625
$ 32.70
$ 29.63
$ 0.08625
$ 32.35
$ 30.26
$ 0.08625
$ 33.78
$ 28.09
$ 0.08625
The Company declared quarterly cash dividends of $0.08625 per share to all common stockholders of record at the close of
business on November 25, 2014, February 17, 2015, May 20, 2015 and August 18, 2015, which were paid on December 16,
2014, March 9, 2015, June 9, 2015 and September 8, 2015, respectively. The Company declared quarterly cash dividends of
$0.075 to all common stockholders of record at the close of business on February 18, 2014, May 19, 2014 and August 19, 2014,
which were paid on March 11, 2014, June 9, 2014 and September 9, 2014, respectively. On November 17, 2015, the Company
declared a cash dividend of $0.095 per share of common stock, payable on December 9, 2015, to shareholders of record on the
close of business on November 30, 2015.
We intend to continue to pay cash dividends on our common stock, subject to our compliance with applicable law, and
depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements,
contractual restrictions, restrictions in our debt agreements, business prospects and other factors that our Board of Directors
may deem relevant. However, the payment of any future dividends will be at the discretion of our Board of Directors and our
Board of Directors may, at any time, determine not to continue to declare quarterly dividends.
Our ability to pay dividends depends on our receipt of cash dividends from our main operating subsidiary, Aramark Services,
Inc., formerly known as ARAMARK Corporation, which may further restrict our ability to pay dividends as a result of
covenants under any existing and future outstanding indebtedness of Aramark Services, Inc. In particular, the ability of Aramark
Services, Inc. to distribute cash to the Company to pay dividends is limited by covenants in Aramark Services, Inc.’s Amended
and Restated Credit Agreement dated as of February 24, 2014, as amended from time to time, and the indenture governing
Aramark Services, Inc.'s 5.75% Senior Notes due 2020. See Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” for a description of the restrictions on our ability to pay dividends and Note 5 to the
audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Stock Price Performance
This performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or
incorporated by reference into any filing of Aramark under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
The following graph shows a comparison from December 12, 2013 (the date our common stock commenced trading on the
New York Stock Exchange) through October 2, 2015 of the cumulative total return for our common stock, The Standard &
Poor’s (“S&P”) 500 Stock Index and The Dow Jones Consumer Non-Cyclical Index. The graph assumes that $100 was invested
in the Company’s common stock and in each index at the market close on December 12, 2013 and assumes that all dividends
were reinvested. The stock price performance of the following graph is not necessarily indicative of future stock price
performance.
22
22
Aramark 2015 Form 10-K Aramark
S&P 500
Dow Jones Consumer Non-Cyclical Index
Unregistered Sales of Equity Securities
December 12, 2013
October 3, 2014
October 2, 2015
$100.0
$100.0
$100.0
$133.3
$112.7
$107.8
$152.2
$114.0
$122.9
There were no unregistered sales of equity securities during the fiscal year ended October 2, 2015 which have not been
previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K.
Purchases of Equity Securities by the Issuer
The table below summarizes our stock repurchases for the fourth quarter of fiscal year 2015:
Period
July 4, 2015 - July 31, 2015
August 1, 2015 - August 28, 2015
August 29, 2015 - October 2, 2015
Total Number
of Shares
Purchased
—
1,500,000(1)
—
Average Price
Paid per
Share
—
$ 32.30(1)
—
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs
—
—
—
Maximum
Number (or
approximate
Dollar Value)
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
—
—
—
(1) On August 17, 2015, in connection with a secondary offering conducted by certain stockholders of the Company (the "Selling
Stockholders"), the Company entered into a share repurchase agreement with the Selling Stockholders. Concurrent with the closing of the
Secondary Offering on August 21, 2015, the Company purchased 1,500,000 shares from the Selling Stockholders pursuant to the share
repurchase agreement at a price of $32.30 per share, which was equal to the price at which the underwriter engaged by the Selling
Stockholders purchased the shares in the secondary offering.
23
23
Aramark 2015 Form 10-K Item 6.
Selected Consolidated Financial Data
The following table presents selected consolidated financial data. This information should be read in conjunction with the
audited consolidated financial statements and the related notes thereto, Management’s Discussion and Analysis of Financial
Condition and Results of Operations, and Risk Factors, each included elsewhere herein.
(dollars in millions, except per share
amounts)
Fiscal Year Ended on or near
September 30
(1)
2015
2014
2013
2012
2011
Income Statement Data:
Sales
Depreciation and amortization
Operating income
Interest and other financing costs, net
Income from continuing operations(2)
Net income(2)
Net income attributable to Aramark stockholders
Basic earnings per share attributable to Aramark
stockholders
Diluted earnings per share attributable to
Aramark stockholders
Cash dividends per common share(3)
Ratio of earnings to fixed charges(4)
Balance Sheet Data (at period end):
Total assets(5)
Long-term borrowings(5)(6)(7)
Stockholders' Equity(3)(7)
$ 14,329.1
504.0
627.9
285.9
237.0
237.0
235.9
$ 14,832.9
521.6
564.6
334.9
149.5
149.5
149.0
$ 13,945.7
542.1
514.4
423.8
71.4
70.4
69.4
$ 13,505.4
529.2
581.8
456.8
106.9
107.2
103.6
$ 13,082.4
510.5
547.1
451.1
96.7
85.0
83.8
$0.99
$0.96
$0.35
1.9x
$0.66
$0.63
$0.23
1.5x
$0.34
$0.33
$—
1.2x
$0.51
$0.49
$—
1.2x
$0.41
$0.40
$3.50
1.1x
$ 10,224.1
5,212.3
1,883.4
$ 10,455.7
5,355.8
1,718.0
$ 10,267.1
5,758.2
903.7
$ 10,487.4
5,971.3
966.9
$ 10,523.1
6,183.1
882.5
Our fiscal year ends on Friday nearest to September 30th. Fiscal years 2015, 2014, 2013, 2012 and 2011 refer to the
fiscal years ended October 2, 2015, October 3, 2014, September 27, 2013, September 28, 2012 and September 30, 2011,
respectively. Fiscal 2014 is a 53-week year. All other periods presented are 52-week years.
On September 30, 2011, the Company completed the sale of its wholly-owned subsidiary, Galls, for approximately $75.0
million in cash. The transaction resulted in a pretax loss of approximately $1.5 million (after-tax loss of approximately
$12.0 million). Galls’ results of operations have been removed from the Company’s results of continuing operations for
all periods presented, where applicable.
During fiscal 2015, the Company paid cash dividends totaling $81.9 million ($0.08625 per share during the first, second,
third and fourth quarters of fiscal 2015). During fiscal 2014, the Company paid cash dividends totaling $52.2 million
($0.075 per share during the second, third and fourth quarters of fiscal 2014). During fiscal 2011, the Company paid a
dividend of approximately $711 million to its stockholders.
For the purpose of determining the ratio of earnings to fixed charges, earnings include pre-tax income from continuing
operations plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on all indebtedness
(including capitalized interest) plus that portion of operating lease rentals representative of the interest factor (deemed to
be one-third of operating lease rentals).
In the first quarter of fiscal 2011, the Company adopted the new authoritative accounting guidance regarding transfers of
financial assets. The impact upon adoption resulted in the recognition of both the receivables securitized under the
program and the borrowings they collateralize on the Consolidated Balance Sheet, which led to a $220.9 million increase
in “Receivables” and “Long-Term Borrowings.”
During fiscal 2011, the Company completed a private placement of $600 million, net of a 1% discount, in aggregate
principal amount of 8.625% / 9.375% Senior Notes due 2016. During fiscal 2013, the Company completed a refinancing,
repurchasing Aramark Services, Inc.’s outstanding 8.50% Senior Notes due 2015 and Senior Floating Rate Notes due
2015 and the Company's 8.625% / 9.375% Senior Notes due 2016. The Company refinanced that debt with new term
loan borrowings under its senior secured credit facilities and the issuance of its 5.75% Senior Notes due 2020.
On December 17, 2013, the Company completed its initial public offering ("IPO") of 28,000,000 shares of its common
stock at a price of $20.00 per share, raising approximately $524.1 million, net of costs directly related to the IPO. The
Company used the net proceeds to repay borrowings of approximately $154.1 million on the senior secured revolving
credit facility and $370.0 million on the senior secured term loan facility.
24
(1)
(2)
(3)
(4)
(5)
(6)
(7)
24
Aramark 2015 Form 10-K Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations for the fiscal years ended October 2,
2015, October 3, 2014 and September 27, 2013 should be read in conjunction with Selected Consolidated Financial Data and
our audited consolidated financial statements and the notes to those statements.
On December 17, 2013, Aramark (the "Company", "we", "our" and "us") completed its initial public offering ("IPO") of
28,000,000 shares of its common stock at a price of $20.00 per share. The Company's common stock trades on the New York
Stock Exchange under the symbol "ARMK".
Our discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such
as our plans, objectives, opinions, expectations, anticipations, intentions and beliefs. Actual results and the timing of events
could differ materially from those anticipated in those forward-looking statements as a result of a number of factors, including
those set forth under "Risk Factors," "Special Note About Forward-looking Information" and "Business" sections and
elsewhere in this Annual Report on Form 10-K ("Annual Report"). In the following discussion and analysis of financial
condition and results of operations, certain financial measures may be considered “non-GAAP financial measures” under
Securities and Exchange Commission (“SEC”) rules. These rules require supplemental explanation and reconciliation, which is
provided elsewhere in this Annual Report on Form 10-K.
Overview
Aramark is a leading global provider of food, facilities and uniform services to education, healthcare, business & industry and
sports, leisure and corrections clients. Our core market is North America, which is supplemented by an additional 19-country
footprint. Through our established brand, broad geographic presence and approximately 265,500 employees, we anchor our
business in our partnerships with thousands of education, healthcare, business, sports, leisure and corrections clients. Through
these partnerships we serve millions of consumers including students, patients, employees, sports fans and guests worldwide.
We operate our business in three reportable segments:
•
•
•
Food and Support Services North America ("FSS North America") - Food, refreshment, specialized dietary and
supports services, including facility maintenance and housekeeping, provided to business, educational and
healthcare institutions and in sports, leisure and other facilities serving the general public in the United States and
Canada.
Food and Support Services International ("FSS International") - Food, refreshment, specialized dietary and
support services, including facility maintenance and housekeeping, provided to business, educational and
healthcare institutions and in sports, leisure and other facilities serving the general public. We have operations in
19 countries outside FSS North America. Our largest international operations are in the United Kingdom,
Germany, Chile, China and Ireland, and in each of these countries we are one of the leading food and/or facility
service providers. We also have operations in Japan through our 50% ownership of AIM Services Co., Ltd., which
is a leader in providing outsourced food services in Japan.
Uniform and Career Apparel ("Uniform") - Rental, sale, cleaning, maintenance and delivery of personalized
uniforms and other textile items on a contract basis and direct marketing of personalized uniforms and accessories
to clients in a wide range of industries in the United States, Puerto Rico, Japan and Canada, including
manufacturing, transportation, construction, restaurants and hotels, healthcare and pharmaceutical industries. We
supply garments, other textile and paper products and other accessories through rental and direct purchase
programs to businesses, public institutions and individuals.
Our Food and Support Services operations focus on serving clients in four principal sectors: Education, Healthcare, Business &
Industry and Sports, Leisure and Corrections. Our FSS International reportable segment provides a similar range of services as
those provided to our FSS North America clients and operates in the same sectors although it is more heavily weighted towards
Business & Industry. In fiscal 2015, our FSS North America segment generated $9.9 billion in sales, or 69% of our total sales,
our FSS International segment generated $2.9 billion in sales, or 20% of our total sales and our Uniform segment generated
$1.5 billion in sales, or 11% of total sales. Administrative expenses not allocated to our three reportable segments are presented
separately as corporate expenses and are not included in our segment results.
Our operating results are affected by the economic conditions being experienced in the countries in which we operate. Across
all of our businesses, we continue to plan and execute both growth and productivity initiatives and continue to focus on
streamlining and improving the efficiency and effectiveness of our general and administrative functions through increased
standards, process improvements, and consolidation. As a result, we recorded certain costs related to these initiatives during
25
25
Aramark 2015 Form 10-K fiscal 2015 and estimate that we will incur approximately an additional $40 to $50 million in fiscal 2016 in accordance with our
plans (see Note 3 to our audited consolidated financial statements for more information).
Seasonality
Our sales and operating results have varied from quarter to quarter, as a result of different factors. Historically, within our FSS
North America segment, there has been a lower level of activity during our first and second fiscal quarters in operations that
provide services to sports and leisure clients. This lower level of activity, historically, has been partially offset during our first
and second fiscal quarters by the increased activity levels in our educational operations. Conversely, historically there has been
a significant increase in the provision of services to sports and leisure clients during our third and fourth fiscal quarters, which
is partially offset by the effect of summer recess at colleges, universities and schools in our educational operations.
Sources of Sales
Our clients engage us, generally through written contracts, to provide our services at their locations. Depending on the type of
client and service, we are paid either by our client or directly by the consumer to whom we have been provided access by our
client. We typically use either profit and loss contracts or client interest contracts in our FSS North America and FSS
International segments. These contracts differ in their provision for the amount of financial risk we bear and, accordingly, the
potential compensation, profits or fees we may receive. Under profit and loss contracts, we receive all of the revenue from, and
bear all of the expenses of, the provision of our services at a client location. For fiscal 2015, approximately 73% of our FSS
North America and FSS International sales were derived from profit and loss contracts. Client interest contracts include
management fee contracts, under which our clients reimburse our operating costs and pay us a management fee, which may be
calculated as a fixed dollar amount or a percentage of sales or operating costs. Some management fee contracts entitle us to
receive incentive fees based upon our performance under the contract, as measured by factors such as sales, operating costs and
customer satisfaction surveys. For fiscal 2015, approximately 27% of our FSS North America and FSS International sales were
derived from client interest contracts.
For our Uniform segment, we typically serve our rental clients under written service contracts for an initial term of three to five
years. As the majority of our clients purchase on a recurring basis, our backlog of orders at any given time consists principally
of orders in the process of being filled. With the exception of certain governmental bid business, most of our direct marketing
business is conducted under invoice arrangement with repeat clients. To a large degree, our direct marketing business is
relationship-driven. While we have long-term relationships with our larger clients, we generally do not have contracts with
these clients.
Costs and Expenses
Our costs and expenses are comprised of cost of services provided, depreciation and amortization and selling and general
corporate expenses. Cost of services provided consists of direct expenses associated with our operations, which includes food
costs, wages, other labor-related expenses (including workers' compensation, state unemployment insurance and federal or state
mandated health benefits and other healthcare costs), insurance, fuel, utilities, piece goods and clothing and equipment.
Depreciation and amortization expenses mainly relate to assets used in generating sales. Selling and general corporate expenses
include sales commissions, marketing, share-based compensation and other costs related to administrative functions including
finance, legal, human resources and information technology.
Interest and Other Financing Costs, net
Interest and other financing costs, net relates primarily to interest expense on long-term borrowings. Interest and other financing
costs, net also includes third-party costs associated with long-term borrowings that were capitalized as deferred financing costs
and are being amortized over the term of the borrowing.
Provision for Income Taxes
The provision for income taxes represents federal, foreign, state and local income taxes. Our effective tax rate differs from the
statutory U.S. income tax rate due to the effect of state and local income taxes, tax rates in foreign jurisdictions, tax credits and
certain nondeductible expenses. Our effective tax rate will change from quarter to quarter based on recurring and nonrecurring
factors including, but not limited to, the geographical mix of earnings, state and local income taxes, tax audit settlements, the
effect of various global tax strategies and enacted tax legislation, including certain business tax credits. Changes in judgment
due to the evaluation of new information resulting in the recognition, derecognition or remeasurement of a tax position taken in
a prior annual period are recognized separately in the quarter of the change.
Foreign Currency Fluctuations
The impact from foreign currency translation assumes constant foreign currency exchange rates based on the rates in effect for
the current year period being used in translation for the comparable prior year period. We believe that providing the impact of
26
26
Aramark 2015 Form 10-K fluctuations in foreign currency rates on certain financial results can facilitate analysis of period-to-period comparisons of
business performance.
Fiscal Year
Our fiscal year is the fifty-two or fifty-three week period which ends on the Friday nearest to September 30th. The fiscal years
ended October 2, 2015 and September 27, 2013 were each fifty-two week periods and the fiscal year ended October 3, 2014
was a fifty-three week period.
Results of Operations
Fiscal 2015 Compared to Fiscal 2014
The following tables present an overview of our results on a consolidated and segment basis with the amount of and percentage
change between periods for the fiscal years 2015 and 2014 (dollars in millions).
Sales
Cost and Expenses:
Cost of service provided
Other operating expenses
Operating income
Interest and Other Financing Costs, net
Income Before Income Taxes
Provision for Income Taxes
Net income
Sales by Segment
FSS North America
FSS International
Uniform
Operating Income by Segment
FSS North America
FSS International
Uniform
Corporate
Fiscal Year Ended
October 2, 2015
October 3, 2014
$
%
$
14,329.1
$
14,832.9
$
(503.8)
(3)%
12,880.4
820.8
13,701.2
627.9
285.9
342.0
105.0
13,363.9
904.4
14,268.3
564.6
334.9
229.7
80.2
$
237.0
$
149.5
$
Fiscal Year Ended
(483.5)
(83.6)
(567.1)
63.3
(49.0)
112.3
24.8
87.5
October 2, 2015
October 3, 2014
$
%
9,950.3
$
10,232.8
$
2,858.2
1,520.6
3,111.2
1,488.9
14,329.1
$
14,832.9
$
Fiscal Year Ended
(282.5)
(253.0)
31.7
(503.8)
October 2, 2015
October 3, 2014
$
%
494.5
$
501.3
$
95.3
191.8
(153.7)
627.9
$
106.2
172.1
(215.0)
564.6
$
(6.8)
(10.9)
19.7
61.3
63.3
$
$
$
$
27
(4)%
(9)%
(4)%
11 %
(15)%
49 %
31 %
59 %
(3%)
(8%)
2%
(3%)
(1%)
(10%)
11%
(29%)
11%
27
Aramark 2015 Form 10-K Consolidated Overview
Sales of $14.3 billion for fiscal 2015 represented a decrease of approximately 3% over the prior year period. The decrease in
sales for fiscal 2015 is attributable to:
•
•
•
•
•
•
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%);
the negative impact of foreign currency translation of approximately $474 million (approximately -3%); and
a sales decline in the Business & Industry and Sports, Leisure and Corrections sectors; partially offset by
growth in the Education sector;
growth in Germany, South America and China; and
growth in our Uniform segment.
Cost of services provided was $12.9 billion for fiscal 2015 compared to $13.4 billion for the prior year. Cost of services
provided as a percentage of sales was 90% in both periods. Cost of services provided was impacted by the items discussed
below for operating income. The following table presents the percentages attributable to the components in cost of services
provided for fiscal 2015 and fiscal 2014.
Cost of services provided components
October 2, 2015
October 3, 2014
Fiscal Year Ended
Food and support service costs
Personnel costs
Other direct costs
27%
47%
26%
100%
28%
46%
26%
100%
Operating income of $627.9 million for fiscal 2015 represented an increase of approximately 11% from the prior year. The
increase in operating income was impacted by:
•
•
•
•
•
•
•
•
•
•
•
•
•
increased sales and cost control efficiencies within our Uniform segment;
profit growth in our Education and Sports, Leisure and Corrections sectors;
a decrease in acquisition-related amortization expense (approximately $19.4 million);
a decrease in share-based compensation expense due to the prior year modification of performance-based options,
which more than offset the increase in expense from the share-based awards granted in the current year (approximately
$29.9 million);
a decrease in charges related to branding (approximately $26.9 million); and
the prior year loss on the sale of the McKinley Chalet hotel (the "Chalet") within our Sports, Leisure and Corrections
sector (approximately $6.7 million); which more than offset
the profit decline in our Business & Industry sector;
the impairment charge related to one of our buildings in the FSS North America segment (approximately $8.7 million);
the charges associated with asset write-downs within the FSS North America and FSS International segments
(approximately $16.2 million);
the increase in severance and related costs (approximately $4.2 million);
the estimated impact of the 53rd week in fiscal 2014 (approximately -3%);
the negative impact of foreign currency translation of approximately $25 million (approximately -5%); and
the loss associated with the divestiture of Aramark India Private Limited ("India") (approximately $4.3 million).
Interest and Other Financing Costs, net, for fiscal 2015 decreased approximately $48.9 million compared to the prior year. The
decrease during fiscal 2015 was primarily due to the impact of the 53rd week in fiscal 2014 (approximately $5.0 million),
favorable interest rates (approximately $9.3 million) and debt refinancing costs related to the debt refinancing in fiscal 2014
(approximately $25.7 million).
The effective income tax rate for fiscal 2015 was 30.7% compared to 34.9% in the prior year. The effective tax rate for fiscal
2015 includes a $6.0 million benefit in connection with the sale of the India subsidiary due to the tax basis exceeding the book
basis of the subsidiary, a $2.2 million incremental benefit related to the retroactive extension of wage tax credits under the Tax
Increase Prevention Act of 2014 and a $2.6 million benefit from cash distributions received from the company’s 50% ownership
28
28
Aramark 2015 Form 10-K interest in AIM Services Co., Ltd. from the recovery of Japanese taxes paid in excess of the U.S. tax rate. Our fiscal 2015 tax
rate also includes a benefit from additional tax credits received from prior year distributions received from AIM Services, Co.,
Ltd. The fiscal 2014 effective tax rate includes the reduction of goodwill in connection with the sale of the Chalet that was not
tax deductible.
Net income for fiscal 2015 was $237.0 million compared to $149.5 million in the prior year. Net income attributable to
noncontrolling interest for fiscal 2015 was $1.0 million compared to $0.5 million in the prior year.
Segment Results
FSS North America Segment
The FSS North America reportable segment consists of four operating segments which have similar economic characteristics
and are aggregated into a single operating segment. The four operating segments or sectors of the FSS North America
reportable segment are Business & Industry, Education, Healthcare and Sports, Leisure and Corrections.
Sales for each of these sectors are summarized as follows (in millions):
Business & Industry
Education
Healthcare
Sports, Leisure and Corrections
Fiscal Year Ended
October 2, 2015 October 3, 2014
$
2,054.8
$
3,816.0
1,997.0
2,082.5
2,264.4
3,744.6
2,011.1
2,212.7
$
9,950.3
$
10,232.8
The Healthcare and Education sectors generally have high-single digit operating margins and the Business & Industry and
Sports, Leisure and Corrections sectors generally have mid-single digit operating margins.
FSS North America segment sales for fiscal 2015 decreased 3% over the prior period. The decrease in sales was impacted by:
•
•
•
•
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%);
the negative impact of foreign currency translation of approximately $108 million (approximately -1%); and
a sales decline in our Business & Industry and Sports, Leisure and Corrections sectors; partially offset by
growth in our Education sector.
The Business & Industry sector had a high-single digit sales decrease for fiscal 2015 which was impacted by:
•
•
•
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%);
the impact of lost business, including a one-time facility project during fiscal 2014 (approximately $70 million); and
a decline in our remote services business in Canada due to camp shut downs and reduced employee headcount at our
clients resulting from the economic downturn in the oil and gas industry.
The Education sector had a low-single digit sales increase for fiscal 2015 which was impacted by:
•
•
•
growth in our base business within our Higher Education business; and
net new business within our Higher Education and K-12 businesses; partially offset by
the estimated impact of the 53rd week in fiscal 2014 (approximately -3%).
The Healthcare sector had a low-single digit sales decrease for fiscal 2015 which was impacted by:
•
•
•
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%);
the impact of lost business within our healthcare technologies business from client consolidations; partially offset by
growth in our base and new business within our hospitality business.
The Sports, Leisure and Corrections sector had a mid-single digit sales decrease for fiscal 2015 which was impacted by:
•
•
•
•
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%); and
lost business within our entertainment venues and arenas business; which more than offset
base business growth in our stadiums; and
new business within our Corrections business.
29
29
Aramark 2015 Form 10-K Cost of services provided was $9.0 billion for fiscal 2015 compared to $9.3 billion for the prior year. Cost of services provided
as a percentage of sales was 90% in fiscal 2015 compared to 91% in fiscal 2014. Cost of services provided was impacted by the
items discussed below for operating income.
Operating income for fiscal 2015 was $494.5 million compared to $501.3 million in the prior year. The decrease in operating
income was impacted by:
•
•
•
•
•
•
•
•
•
•
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%);
the negative impact of foreign currency translation of approximately $10 million (approximately -2%);
an impairment charge related to one of our buildings (approximately $8.7 million);
an increase in severance expense as part of the next phase related to streamlining and improving the efficiency and
effectiveness of our selling, general and administrative functions (approximately $7.9 million);
profit decline in our Business & Industry sector, primarily driven by a decline in our Canadian remote services
business, including a charge to write-off idle service equipment (approximately $6.0 million); and
the impact of start-up costs at new client locations and amortization of client investments; partially offset by
profit growth in our Education and Sports, Leisure and Corrections sectors;
a decrease in acquisition-related amortization expense (approximately $6.6 million);
the gain on a sale of a property (approximately $3.1 million); and
the prior year loss on the sale of the Chalet (approximately $6.7 million).
Operating income in both periods also includes favorable risk insurance adjustments related to favorable claims experience.
FSS International Segment
Sales in the FSS International segment for fiscal 2015 decreased 8% compared to the prior year, as the negative impact of
foreign currency translation (approximately $367 million or -12%) more than offset growth in Germany, Ireland, Spain, China,
and South America.
Cost of services provided was $2.7 billion for fiscal 2015 compared to $2.9 billion in the prior year. Cost of services provided
as a percentage of sales was 94% in both fiscal 2015 and fiscal 2014. Cost of services provided was impacted by the items
discussed below for operating income.
Operating income for fiscal 2015 was $95.3 million compared to $106.2 million in the prior year. This decrease in operating
income was impacted by:
•
•
•
•
•
•
the negative impact of foreign currency translation of approximately $15 million (approximately -15%);
the charges associated with severance, asset write-downs and certain other exit costs related to exiting certain
operations (approximately $14.6 million); and
the loss associated with the divestiture of India (approximately $4.3 million); which more than offset
profit growth in Ireland, Germany and China;
the decrease in acquisition-related amortization expense (approximately $4.8 million); and
the decrease in severance and related costs (exclusive of the severance charges incurred related to exiting certain
operations) (approximately $6.7 million).
Uniform Segment
Uniform segment sales increased 2% for fiscal 2015 compared to the prior year, resulting primarily from growth in our uniform
rental base business offset by the estimated impact of the 53rd week in fiscal 2014 (approximately -2%).
Cost of services provided was $1.2 billion in both fiscal 2015 and 2014. Cost of services provided as a percentage of sales was
78% for both fiscal 2015 and the prior year. Cost of services provided was impacted by the items discussed below for operating
income.
30
30
Aramark 2015 Form 10-K Operating income for fiscal 2015 was $191.8 million, an increase of approximately 11% when compared to the prior year. The
increase in profit growth was impacted by:
•
growth in the uniform rental business;
• merchandise and plant productivity initiatives; and
•
•
the decrease in acquisition-related amortization expense compared to the prior period (approximately $8.0 million);
which was partially offset by
the estimated impact of the 53rd week in fiscal 2014 (approximately -2%).
Operating income in fiscal 2015 and fiscal 2014 includes $2.3 million and $2.2 million of severance and related costs,
respectively. Both periods also include favorable risk insurance adjustments related to favorable claims experience.
Corporate
Corporate expenses, those administrative expenses not allocated to the business segments, were $153.7 million in fiscal 2015,
compared to $215.0 million for the prior year. The decrease is primarily due to the impact of:
•
•
•
•
the decrease in share-based compensation expense related to a modification of the vesting provisions for outstanding
performance-based options that did not meet the applicable performance thresholds in prior years (approximately
$50.9 million);
a decrease in charges related to branding (approximately $24.0 million); and
cash bonuses and other expenses from the completion of the IPO in fiscal 2014 (approximately $5.0 million); which
more than offset
the increase in share-based compensation expense mainly from performance-based options, restricted stock unit and
performance stock unit awards (approximately $21.0 million).
Fiscal 2014 Compared to Fiscal 2013
The following tables present an overview of our results on a consolidated and segment basis with the amount of and percentage
change between periods for the fiscal years 2014 and 2013 (dollars in millions).
Sales
Cost and Expenses:
Cost of service provided
Other operating expenses
Operating income
Interest and Other Financing Costs, net
Income Before Income Taxes
Provision for Income Taxes
Net income
** Not meaningful
Sales by Segment
FSS North America
FSS International
Uniform
Fiscal Year Ended
October 3, 2014
September 27, 2013
$
%
$
14,832.9
$
13,945.7
$
887.2
6 %
13,363.9
904.4
14,268.3
564.6
334.9
229.7
80.2
$
149.5
$
12,661.2
770.1
13,431.3
514.4
423.8
90.6
19.2
71.4
Fiscal Year Ended
October 3, 2014
10,232.8
$
3,111.2
1,488.9
14,832.9
$
September 27, 2013
9,594.2
$
2,940.2
1,411.3
13,945.7
$
$
$
$
702.7
134.3
837.0
50.2
(88.9)
139.1
61.0
78.1
$
%
638.6
171.0
77.6
887.2
31
6 %
17 %
6 %
10 %
(21)%
154 %
**
109 %
7%
6%
5%
6%
31
Aramark 2015 Form 10-K Operating Income by Segment
FSS North America
FSS International
Uniform
Corporate
Consolidated Overview
Fiscal Year Ended
October 3, 2014
501.3
$
106.2
172.1
(215.0)
564.6
$
September 27, 2013
403.2
$
68.1
117.3
(74.2)
514.4
$
$
$
$
%
98.1
38.1
54.8
(140.8)
50.2
24%
56%
47%
190%
10%
Sales of $14.8 billion for fiscal 2014 represented an increase of 6% over the prior year. This increase is primarily attributable to
growth across all sectors of the FSS North America segment, growth in the U.K., Germany, China, Chile and Argentina in our
FSS International segment, growth in the uniform rental business in our Uniform segment and the estimated impact of the 53rd
week (approximately 2%). This increase was partially offset by the negative impact of foreign currency translation
(approximately -1%). Sales for fiscal 2013 were negatively impacted as a result of the National Hockey League ("NHL")
lockout and the impact of Hurricane Sandy in our FSS North America segment.
Cost of services provided was $13.4 billion for fiscal 2014 compared to $12.7 billion for the prior year period. Cost of services
provided as a percentage of sales was 90% for fiscal 2014 compared to 91% in the prior year period. Food and support service
costs comprised approximately 28% of Cost of services provided for fiscal 2014 compared to 27% for fiscal 2013, personnel
costs comprised approximately 46% of Cost of services provided for fiscal 2014 compared to 47% for fiscal 2013, and other
direct costs comprised the remaining approximately 26% of Cost of services provided in both periods. Cost of services provided
was impacted by the items discussed below for operating income.
Operating income was $564.6 million for fiscal 2014 compared to $514.4 million for the prior year, an increase of
approximately 10%. This increase is primarily attributable to profit growth in all reportable segments, a decrease in acquisition-
related amortization expense and the estimated impact of the 53rd week (approximately 3%), which more than offset the
increase in share-based compensation expense and the negative impact of foreign currency translation (approximately -1%).
Fiscal 2014 includes an increase in share-based compensation expense of approximately $76.9 million, of which $50.9 million
relates to the modification of performance-based options (see Note 10 to the audited consolidated financial statements), the loss
on the sale of the McKinley Chalet Hotel (the "Chalet") of approximately $6.7 million (see Note 2 to the audited consolidated
financial statements), cash bonuses and certain other expenses of approximately $5.0 million related to the completion of the
IPO, net severance and related costs of $21.3 million during fiscal 2014, expenses of approximately $32.3 million related to
transformation initiatives and $26.9 million in rebranding costs. Operating income in fiscal 2013 includes $63.9 million of
severance and related costs as a result of the series of actions we initiated in the second quarter of fiscal 2013 to drive efficiency
through the consolidation and centralization of our operations. In addition, we also recorded approximately $11.7 million of
goodwill impairment charges, other asset write-downs of approximately $12.0 million primarily related to the write-offs of
certain client contractual investments and approximately $20.7 million of costs related to transformation initiatives. Fiscal 2013
also includes other income recognized of approximately $14.0 million relating to the recovery of our investment (possessory
interest) at one of the National Park Service ("NPS") sites in the Sports, Leisure and Corrections sector, which was terminated
in the prior year. Operating income for fiscal 2014 was negatively impacted by the severe winter weather in our FSS North
America segment. Operating income for fiscal 2013 was negatively affected by the NHL lockout and Hurricane Sandy.
Interest and Other Financing Costs, net, for fiscal 2014 decreased approximately $89.0 million from the prior year primarily
due to the favorable interest rate impact of the debt refinancings during fiscal 2014 and fiscal 2013, lower average debt levels
and lower refinancing fees. Interest and Other Financing Costs, net, for fiscal 2014 includes charges of $25.7 million in
connection with the February 24, 2014, Aramark Services, Inc. Amendment Agreement ("2014 Amendment Agreement") to the
Amended and Restated Credit Agreement dated as of March 26, 2010 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”). Interest and Other Financing Costs, net, for fiscal 2013 includes charges of $39.8 million
in connection with the tender offer and repayment of the 8.625% / 9.375% Senior Notes due 2016 ("Holdings Notes"), 8.50%
senior notes due 2015 ("Fixed Rate Notes") and senior floating rate notes due 2015 ("Floating Rate Notes"), consisting of $12.9
million of third-party costs for the tender offer premium and $26.9 million of non-cash charges for the write-off of deferred
financing costs. Interest and Other Financing Costs, net, for fiscal 2013 also includes approximately $11.6 million of third-party
costs incurred related to Amendment Agreement No. 3 to the senior secured credit agreement and approximately $3.2 million of
hedge ineffectiveness related to the repayment of the Canadian subsidiary's term loan with a maturity date of January 26, 2014.
The effective income tax rate for fiscal 2014 was 34.9% compared to 21.2% in the prior year. The effective tax rate for fiscal
2014 includes the reduction of goodwill in connection with the sale of the Chalet that was not tax deductible. The effective tax
rate for fiscal 2013 includes the extension of tax credits under the 2012 American Taxpayer Relief Act, non-tax deductible
goodwill impairment charges and the reversal of tax reserves related to audit settlements in the first quarter of fiscal 2013.
32
32
Aramark 2015 Form 10-K Income from continuing operations for fiscal 2014 was $149.5 million compared to $71.4 million in the prior year. Income
(loss) from discontinued operations during fiscal 2014 was $0 compared to ($1.0) million in fiscal 2013. Net income
attributable to noncontrolling interests for fiscal 2014 was $0.5 million compared to $1.0 million in the prior year.
Segment Results
FSS North America Segment
The FSS North America reportable segment consists of four operating segments which have similar economic characteristics
and are aggregated into a single operating segment. The four operating segments or sectors of the FSS North America
reportable segment are Business & Industry; Education; Healthcare; and Sports, Leisure and Corrections.
Sales for each of these sectors are summarized as follows (in millions):
Business & Industry
Education
Healthcare
Sports, Leisure and Corrections
Fiscal Year Ended
October 3, 2014
September 27, 2013
$
$
2,264.4
$
3,744.6
2,011.1
2,212.7
10,232.8
$
2,216.1
3,385.5
1,982.5
2,010.1
9,594.2
The Healthcare and Education sectors generally have high-single digit operating margins and the Business & Industry and
Sports, Leisure and Corrections sectors generally have mid-single digit operating margins.
FSS North America segment sales for fiscal 2014 increased 7% over the prior period, primarily due to growth in our Education
and Sports, Leisure and Corrections sectors and the estimated impact of the 53rd week (approximately 2%).
The Business & Industry sector had a low-single digit sales increase for fiscal 2014 primarily due to growth in our base
business primarily related to a non-recurring facility project (approximately $70 million) and the estimated impact of the 53rd
week (approximately 2%).
The Education sector had a double-digit sales increase for fiscal 2014 due to growth in our base business within our Higher
Education food business, net new business in our K-12 food and facilities business and the estimated impact of the 53rd week
(approximately 3%).
The Healthcare sector had a low-single digit sales increase for fiscal 2014. This was driven by net new business in our
hospitality business and the estimated impact of the 53rd week (approximately 2%), which more than offset the impact of prior
year lost business within our healthcare technologies business.
The Sports, Leisure and Corrections sector had a double-digit sales increase for fiscal 2014 primarily due to base business
growth in our stadiums and arenas, new business within our Corrections business and the estimated impact of the 53rd week
(approximately 2%). This more than offset the impact of prior year lost business within the Major League Baseball stadiums we
serve.
Cost of services provided was $9.3 billion for fiscal 2014 compared to $8.7 billion for the prior year period. Cost of services
provided as a percentage of sales was 91% in both periods. Cost of services provided was impacted by the items discussed
below for operating income.
Operating income for fiscal 2014 was $501.3 million compared to $403.2 million in the prior year. This increase is primarily
attributable to profit growth in our Sports, Leisure and Corrections and Business & Industry sectors and Higher Education
business, the impact of our productivity initiatives, a net reduction in severance reserves as a result of refinements to our plan
for consolidation and centralization initiatives and higher levels of actual attrition for the impacted workforce for fiscal 2014
and the estimated impact of the 53rd week (approximately 3%). FSS North America operating income for fiscal 2014 also
includes a favorable risk insurance adjustment of $4.3 million related to favorable claims experience offset by the loss of
approximately $6.7 million on the Chalet divestiture and the negative impact of severe winter weather. Operating income for
fiscal 2013 includes $43.5 million of severance and related costs, $6.8 million of asset write-offs, approximately $15.2 million
of costs related to transformation initiatives and the other income recognized of approximately $14.0 million relating to the
recovery of our investment (possessory interest) at one of the NPS sites in the Sports, Leisure and Corrections sector, which
was terminated in the prior year. Fiscal 2013 was also negatively affected by the NHL lockout and Hurricane Sandy.
FSS International Segment
Sales in the FSS International segment for fiscal 2014 increased 6% compared to the prior year period, as growth in the U.K.,
Germany, China, Chile and Argentina more than offset the negative impact of foreign currency translation (approximately -2%).
33
33
Aramark 2015 Form 10-K
Cost of services provided was $2.9 billion for fiscal 2014 compared to $2.8 billion in the prior year period. Cost of services
provided as a percentage of sales was 94% in fiscal 2014 compared to 95% in fiscal 2013. Cost of services provided was
impacted by the items discussed below for operating income.
Operating income for fiscal 2014 was $106.2 million compared to $68.1 million in the prior year. This increase is primarily
attributable to profit growth in the U.K., Germany, Chile and China and productivity initiatives in the current year. In fiscal
2013, there was $16.9 million of goodwill impairment charges and other asset write-offs and $2.3 million of costs related to
transformation initiatives recorded. Operating income in fiscal 2014 and fiscal 2013 includes $23.6 million and $14.6 million of
severance and related costs, respectively. Operating income for fiscal 2014 was negatively impacted by foreign currency
translation (approximately -4%).
Uniform Segment
Uniform segment sales increased 5% for fiscal 2014 compared to the prior year, resulting primarily from growth in our uniform
rental base business and the estimated impact of the 53rd week (approximately 2%).
Cost of services provided was $1.2 billion for fiscal 2014 compared to $1.1 billion in the prior year period. Cost of services
provided as a percentage of sales was 78% for fiscal 2014 compared to 80% for the prior year period due to merchandise and
plant productivity initiatives. Cost of services provided was impacted by the items discussed below for operating income.
Operating income for fiscal 2014 was $172.1 million compared to $117.3 million in the prior year due to profit growth in the
uniform rental business, merchandise and plant productivity initiatives and the decrease in acquisition-related amortization
expense compared to the prior period. Operating income in fiscal 2014 and fiscal 2013 includes $2.2 million and $8.5 million of
severance and related costs, respectively. Both periods also include favorable risk insurance adjustments related to favorable
claims experience. Fiscal 2013 includes approximately $8.0 million of charges related to multiemployer pension plan
withdrawals and a final settlement of wage and hour claims.
Corporate
Corporate expenses, those administrative expenses not allocated to the business segments, were $215.0 million in fiscal 2014,
compared to $74.2 million for the prior year. The increase is primarily due to additional share-based compensation expense of
approximately $76.9 million, of which $50.9 million related to a modification of the vesting provisions relating to outstanding
performance-based options, cash bonuses and certain other expenses of approximately $5.0 million related to the completion of
the IPO, approximately $24.0 million of rebranding initiatives and approximately $30.8 million of other transformation related
expenses, primarily related to the establishment of our shared service center in Nashville, Tennessee.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash generated from operating activities, funds from borrowings and existing cash on
hand. As of October 2, 2015, we had $122.4 million of cash and cash equivalents and approximately $643.5 million of
availability under our senior secured revolving credit facility. As of October 2, 2015, there was approximately $437.4 million of
outstanding foreign currency borrowings.
We believe that our cash and cash equivalents and the unused portion of our committed credit availability under the senior
secured revolving credit facility will be adequate to meet anticipated cash requirements to fund working capital, capital
spending, debt service obligations, refinancings, dividends and other cash needs. We will continue to seek to invest strategically
but prudently in certain sectors and geographies. We routinely monitor our cash flow and the condition of the capital markets in
order to be prepared to respond to changing conditions.
The table below summarizes our cash activity (in millions):
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Fiscal Year Ended
October 2, 2015
October 3, 2014
September 27, 2013
$
$
683.0
(504.3)
(168.0)
$
398.2
(505.2)
107.8
695.9
(385.4)
(336.3)
Reference to the audited Consolidated Statements of Cash Flows will facilitate understanding of the discussion that follows.
34
34
Aramark 2015 Form 10-K Cash Flows Provided by Operating Activities
During fiscal 2015, the total of net income and non cash charges was consistent compared to fiscal 2014. The increase in cash
provided by operating activities compared to fiscal 2014 relates primarily to the following:
•
•
•
•
Accounts Receivable were a source of cash due to timing of collections (approximately $308.0 million), mainly from a
one-time facility project in the Business & Industry sector;
Accrued Expenses were a source of cash due to the impact of prior year medical insurance payments by switching
from being self-insured to fully-insured (approximately $42.8 million), the timing of interest payments primarily from
the 53rd week in fiscal 2014 (approximately $45.9 million); partially offset by lower accruals for commissions, mainly
from a lost client in the Sports, Leisure and Corrections sector ($25.9 million);
Prepayments were a source of cash primarily due to changes in the timing of income taxes (approximately $64.4
million); partially offset by
Accounts Payable were a use of cash due to the timing of disbursements (approximately $108.9 million).
During fiscal 2015, we received proceeds of approximately $9.2 million from a retrospective refund under our casualty
insurance program related to prior year favorable loss experience and cash distributions of approximately $22.2 million from
AIM Services Co., Ltd. In addition, during fiscal 2015, we made voluntary contributions to our defined benefit pension plans of
approximately $45.0 million.
During fiscal 2014, the increase in the total of net income and noncash charges compared to fiscal 2013 results mainly from the
overall growth of the business, improved operating results of our segments and the estimated impact of the 53rd week, as
discussed above. The change in working capital requirements relates to changes in Accrued Expenses (approximately $274.6
million), related to payments for severance and related costs from the series of actions undertaken during fiscal 2013, the timing
of payments for interest, commissions and payroll due to the 53rd week and medical insurance payments due to switching from
being self-insured to a private exchange, Accounts Receivable (approximately $118.2 million), primarily due to business
growth, mainly from the one-time facility project in the Business & Industry sector, and an increase in days sales outstanding,
Accounts Payable (approximately $64.8 million) due to timing of disbursements and the increase in employee payroll tax
withholding payments from exercises of share-based awards and Prepayments and other current assets (approximately $28.4
million) due to a change in tax method that impacts the timing of deductions. The "Other operating activities" caption reflects
adjustments to net income in the current year and prior year periods related to nonoperating gains and losses, including
goodwill write-offs and impairments and other financing related charges.
During fiscal 2013, the decrease in the total of net income and non-cash charges compared to fiscal 2012 results mainly from
the results of operations. The change in working capital requirements relates principally to changes in Inventory (approximately
$15.4 million) due to less inventory purchases in our Uniform segment offset by inventory purchases for new business in our
Sports, Leisure and Corrections sector and Accrued Expenses (approximately $144.9 million) due to the severance and related
costs from the series of actions undertaken to drive efficiency through the consolidation and centralization of its operations,
timing of interest payments and timing of higher commission payments from increased business offset by Accounts Receivable
(approximately $63.4 million) primarily due to business growth and the timing of collections, Prepayments (approximately
$87.5 million) due to the timing of estimated tax payments and a change in tax regulations that impacts the timing of
deductions allowable for certain in service inventory and Accounts Payable (approximately $9.5 million) primarily due to
business growth and the timing of disbursements. The “Other operating activities” caption reflects adjustments to net income in
the current year period related to non-operating gains and losses, which are primarily non-cash and include goodwill
impairments and other financing related charges and write-offs.
Cash Flows Used in Investing Activities
Fiscal 2015 use of cash in investing activities was relatively stable compared with fiscal 2014 as the decline in the current year
of purchases of property and equipment, client contract investments and other and business acquisitions was offset by lower
proceeds in the current year from the disposal of property and equipment and divestitures.
During fiscal 2014, the increase compared to fiscal 2013 in purchases of property and equipment, client contract investments
and other mainly relates to an increase in client contract investments resulting from new business wins and contract extensions,
mainly within the Education sector. We also received proceeds of $24.0 million as a result of the sale of the Chalet in our
Sports, Leisure and Corrections sector.
During fiscal 2013, we received proceeds of approximately $15.3 million related to the recovery of our investment (possessory
interest) in certain assets at one of our NPS sites in our Sports, Leisure and Corrections sector.
35
35
Aramark 2015 Form 10-K Cash Flows Provided by (Used In) Financing Activities
During fiscal 2015, cash used in financing activities was impacted by the following;
•
•
•
•
•
repayment of approximately $209.6 million on the senior secured term loan facility;
payment of approximately $81.9 million of dividends;
payment of approximately $48.5 million for a repurchase of 1.5 million shares of our common stock; partially offset
by
proceeds received of approximately $39.9 million related to stock option exercises; and
Other financing activities which mainly reflects the excess tax benefit recorded on exercises of stock options of
approximately $66.3 million.
During the first quarter of fiscal 2016, the Company repaid a U.S. dollar denominated term loan of a Canadian subsidiary in the
amount of $74.1 million. As a result of this repayment, the Company terminated its $74.1 million of outstanding amortizing
cross currency swaps agreements previously designated as cash flow hedges. The termination of these agreements resulted in
the Company receiving $5.7 million of proceeds.
During fiscal 2014, on December 17, 2013, the Company completed an IPO of 28.0 million shares of its common stock at a
price of $20.00 per share raising approximately $524.1 million, net of costs directly related to the IPO. The Company used the
net proceeds from the IPO to repay borrowings of approximately $154.1 million on the senior secured revolving credit facility
that were borrowed during the first quarter of fiscal 2014 and $370.0 million on the senior secured term loan facility. During
fiscal 2014, we paid dividends of approximately $52.2 million to our stockholders. The "Other financing activities" caption
reflects financing related fees, distributions to noncontrolling interests and the excess tax benefit recorded on exercises of
share-based awards.
On February 24, 2014, Aramark Services, Inc. entered into an Amendment Agreement (the “2014 Amendment Agreement”) to
the Amended and Restated Credit Agreement dated as of March 26, 2010 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”). The 2014 Amendment Agreement amended and restated the Credit Agreement
effective as of February 24, 2014. Among other things, the 2014 Amendment Agreement provides for approximately $3,982.0
million in the aggregate of new term loans, $2,582.0 million of which have a maturity date of February 24, 2021, with an
acceleration to December 13, 2019 if the 5.75% Senior Notes due March 15, 2020 (the “Senior Notes”) remain outstanding on
December 13, 2019, and $1,400.0 million of which have a maturity date of September 7, 2019. The term loans due on February
24, 2021 include €140.0 million of term loans denominated in euros, £115.0 million of term loans denominated in sterling and
¥5,042.0 million of term loans denominated in yen. The new term loans were borrowed on February 24, 2014 and the proceeds
were used to refinance Aramark Services, Inc.'s existing term loans due 2016 and 2019 (with the exception of term loans due
2016 borrowed by Aramark Services, Inc.’s Canadian subsidiary in the amount of approximately $75.0 million). During fiscal
2014, approximately $22.9 million of lender fees and third-party costs directly attributable to the term loans of the 2014
Amendment Agreement were capitalized. The Company also recorded charges to "Interest and Other Financing Costs, net”
during fiscal 2014 consisting of $13.1 million of third party costs and $12.6 million of non-cash charges for the write-off of
deferred financing costs and original issue discount.
The 2014 Amendment Agreement also provides for the extension, from January 26, 2017 to February 24, 2019, of the maturity
of $565.0 million in revolving lender commitments of the existing $605.0 million revolving credit facility under the Credit
Agreement. The 2014 Amendment Agreement also increased the revolving lender commitments by $165.0 million, for a total
revolving credit facility of $770.0 million. During fiscal 2014, approximately $4.8 million of third-party costs directly
attributable to the revolving credit facility of the 2014 Amendment Agreement were capitalized.
During fiscal 2013, on December 20, 2012, Aramark Services, Inc. amended the senior secured credit agreement ("Amendment
Agreement No. 3") to, among other things, borrow $670 million of new term loans to repay approximately $650 million of
existing term loans and to fund certain discounts, fees and costs associated with the amendment. The existing term loans that
were repaid in connection with Amendment Agreement No. 3 included U.S. dollar denominated term loans as well as non-U.S.
dollar term loans. The new term loans were borrowed by Aramark Services, Inc. with an original issue discount of 0.25%.
During fiscal 2013, approximately $11.6 million of third-party costs directly attributable to the amendment were expensed in
“Interest and Other Financing Costs, net.”
On February 22, 2013, Aramark Services, Inc. amended the senior secured credit agreement (“Amendment Agreement No. 4”)
to provide for, among other things, additional term loans and the extension of a portion of the revolving credit facility. On
March 7, 2013, Aramark Services, Inc. borrowed $1,400 million of term loans pursuant to Amendment Agreement No. 4. The
new term loans were borrowed by Aramark Services, Inc. with an original issue discount of 0.50% and mature on September 7,
2019. During fiscal 2013, approximately $14.0 million of third-party costs directly attributable to the term loans borrowed
pursuant to Amendment Agreement No. 4 were capitalized, of which approximately $6.2 million were paid to entities affiliated
with GS Capital Partners and J.P. Morgan Partners. Amendment Agreement No. 4 also provided for the extension, from January
36
36
Aramark 2015 Form 10-K 26, 2015 to January 26, 2017, of the maturity of $500 million in revolving lender commitments of the existing $550 million
revolving credit facility. Third-party costs directly attributable to the revolving credit facility of approximately $2.8 million
were capitalized, of which approximately $0.6 million were paid to entities affiliated with GS Capital Partners and J.P. Morgan
Partners.
On March 7, 2013, Aramark Services, Inc. issued $1,000 million of 5.75% Senior Notes due 2020 (the “Senior Notes”)
pursuant to a new indenture, dated as of March 7, 2013 (the “Indenture”), entered into by Aramark Services, Inc. During fiscal
2013, approximately $13.8 million of third-party costs directly attributable to the Senior Notes were capitalized. Approximately
$7.3 million of the third-party costs were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.
In February 2013, the Company and Aramark Services, Inc. commenced a tender offer to purchase for cash any and all of the
Holding Notes, Fixed Rate Notes and the Floating Rate Notes. On March 7, 2013, Aramark Services, Inc. used a portion of the
aggregate proceeds of the Senior Notes offering and the borrowings under the new term loans pursuant to Amendment
Agreement No. 4 to purchase all Notes tendered by March 6, 2013, the early tender date. On March 7, 2013, Aramark Services,
Inc. issued redemption notices for the portions of Aramark Services, Inc.’s Fixed Rate Notes and the Floating Rate Notes that
remained outstanding, including accrued and unpaid interest, as of March 7, 2013, which provided for the redemption of such
notes on April 6, 2013 at prices of 100% of the principal amount thereof. On March 7, 2013, we issued a redemption notice for
the portion of the Holding Notes that remained outstanding as of March 7, 2013, including accrued and unpaid interest, which
notices provided for the redemption of these borrowings on May 1, 2013, at a price of 101% of the principal amount thereof. In
connection with the tender offer and satisfaction and discharge of the Notes, we recorded $39.8 million of charges to “Interest
and Other Financing Costs, net” in the Consolidated Statements of Income for fiscal 2013, consisting of $12.9 million cash
charges for the tender offer premium and $26.9 million of non-cash charges for the write-off of deferred financing costs.
During fiscal 2013, Aramark Services, Inc. made a payment of $265.0 million on the outstanding U.S. dollar term loan. During
fiscal 2013, the Company completed the spin-off of its majority interest in Seamless to its stockholders. We distributed cash of
approximately $47.4 million to Seamless prior to the spin-off.
Covenant Compliance
The Credit Agreement contains a number of covenants that, among other things, restrict our ability to: incur additional
indebtedness; issue preferred stock or provide guarantees; create liens on assets; engage in mergers or consolidations; sell
assets; pay dividends, make distributions or repurchase our capital stock; make investments, loans or advances; repay or
repurchase any notes, except as scheduled or at maturity; create restrictions on the payment of dividends or other amounts to us
from our restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material
agreements governing the notes (or any indebtedness that refinances the notes); and fundamentally change our business. The
Indenture governing our Senior Notes contains similar provisions. As of October 2, 2015, we were in compliance with these
covenants.
Under the Credit Agreement and the Indenture governing our Senior Notes, we are required to satisfy and maintain specified
financial ratios and other financial condition tests and covenants. Our continued ability to meet those financial ratios, tests and
covenants can be affected by events beyond our control, and there can be no assurance that we will meet those ratios, tests and
covenants.
These financial ratios, tests and covenants involve the calculation of certain measures that we refer to in this discussion as
“Covenant EBITDA” and “Covenant Adjusted EBITDA.” Covenant EBITDA and Covenant Adjusted EBITDA are not
measurements of financial performance under U.S. GAAP. Covenant EBITDA is defined as net income (loss) of Aramark
Services, Inc. and its restricted subsidiaries plus interest and other financing costs, net, provision (benefit) for income taxes, and
depreciation and amortization. Covenant Adjusted EBITDA is defined as Covenant EBITDA, further adjusted to give effect to
adjustments required in calculating covenant ratios and compliance under our Credit Agreement and the Indenture.
Our presentation of these measures has limitations as an analytical tool, and should not be considered in isolation or as a
substitute for analysis of our results as reported under U.S. GAAP. You should not consider these measures as alternatives to net
income or operating income determined in accordance with U.S. GAAP. Covenant EBITDA and Covenant Adjusted EBITDA,
as presented by us, may not be comparable to other similarly titled measures of other companies because not all companies use
identical calculations.
The following is a reconciliation of net income attributable to Aramark Services, Inc. stockholder, which is a U.S. GAAP
measure of Aramark Services, Inc.’s operating results, to Covenant Adjusted EBITDA as defined in our debt agreements. The
terms and related calculations are defined in the Credit Agreement and the Indenture governing our Senior Notes. Covenant
EBITDA and Covenant Adjusted EBTIDA are measures of Aramark Services, Inc. and its restricted subsidiaries only and do
not include the results of Aramark.
37
37
Aramark 2015 Form 10-K (in millions)
Net income attributable to Aramark Services, Inc. stockholder
Interest and other financing costs, net
Provision for income taxes
Depreciation and amortization
Covenant EBITDA
Share-based compensation expense(1)
Unusual or non-recurring (gains)/losses(2)
Pro forma EBITDA for equity method investees(3)
Seamless North America, LLC EBITDA(4)
Other(5)
Covenant Adjusted EBITDA
Fiscal Year Ended
October 2, 2015
October 3, 2014
September 27, 2013
$
236.0
$
149.0
$
285.9
105.0
504.0
334.9
80.2
521.6
102.1
372.8
38.4
542.1
1,130.9
1,085.7
1,055.4
66.4
(3.9)
14.8
—
58.9
96.3
2.9
18.8
—
28.3
19.4
8.7
21.0
(1.6)
76.1
$
1,267.1
$
1,232.0
$
1,179.0
(1)
(2)
(3)
(4)
Represents share-based compensation expense resulting from the application of accounting for stock options, restricted
stock units, performance stock units and deferred stock unit awards (see Note 10 to the audited consolidated financial
statements).
Fiscal 2015 includes other income of approximately $2.0 million related to our investment (possessory interest) at one of
our NPS client sites and a net of tax gain of approximately $1.9 million related to the sale of a building in our Healthcare
sector. Fiscal 2014 includes a loss of approximately $6.7 million related to the sale of the Chalet, a gain from proceeds
from the impact of Hurricane Sandy and other income related to our investment (possessory interest) at one of our NPS
client sites. Fiscal 2013 includes goodwill impairment charges in Spain and Korea, asset write-downs mainly related to
client contract investments and other income related to the Company's investments (possessory interests) at one of our
terminated NPS client sites.
Represents our estimated share of EBITDA from our AIM Services Co., Ltd. equity method investment not already
reflected in our Covenant EBITDA. EBITDA for this equity method investee is calculated in a manner consistent with
consolidated Covenant EBITDA but does not represent cash distributions received from this investee.
During fiscal 2011, we sold a noncontrolling ownership interest in Seamless North America, LLC. The terms of the sale
agreement stipulated that Seamless North America, LLC qualify as an unrestricted Subsidiary under the Credit
Agreement, and as a result, its EBITDA for all periods presented must be excluded from our consolidated Covenant
Adjusted EBITDA.
(5)
Other includes certain other miscellaneous items (primarily severance related expenses and asset write-downs).
Our covenant requirements and actual ratios for the twelve months ended October 2, 2015 are as follows:
Consolidated Secured Debt Ratio(1)
Interest Coverage Ratio (Fixed Charge Coverage Ratio)(2)
Covenant
Requirements
Actual
Ratios
5.25
2.00
3.29
4.43
Our Credit Agreement requires us to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated
total indebtedness secured by a lien to Covenant Adjusted EBITDA, of 5.875x, being reduced over time to 5.125x.
Consolidated total indebtedness secured by a lien is defined in the Credit Agreement as total indebtedness outstanding
under the Credit Agreement, capital leases, advances under the Receivables Facility and any other indebtedness secured
by a lien reduced by the lesser of the amount of cash and cash equivalents on our balance sheet that is free and clear of
any lien and $75 million. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the
requirement to immediately repay all amounts outstanding under such agreement, which, if our revolving credit facility
lenders failed to waive any such default, would also constitute a default under our indenture.
Our Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted
EBITDA to consolidated interest expense, the achievement of which is a condition for us to incur additional
indebtedness and to make certain restricted payments. If we do not maintain this minimum Interest Coverage Ratio
calculated on a pro forma basis for any such additional indebtedness or restricted payments, we could be prohibited from
being able to incur additional indebtedness, other than the additional funding provided for under the Credit Agreement
and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions.
38
(1)
(2)
38
Aramark 2015 Form 10-K The minimum Interest Coverage Ratio is 2.00x for the term of the Credit Agreement. Consolidated interest expense is
defined in the Credit Agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and
dispositions, further adjusted for certain non-cash or nonrecurring interest expense and our estimated share of interest
expense from one equity method investee. The Indenture includes a similar requirement which is referred to as a Fixed
Charge Coverage Ratio.
The Company and its subsidiaries and affiliates may from time to time, in their sole discretion, purchase, repay, redeem or retire
any of our outstanding debt securities (including any publicly issued debt securities), in privately negotiated or open market
transactions, by tender offer or otherwise, or extend or refinance any of our outstanding indebtedness. The Company used the
net proceeds from its IPO to repay borrowings of approximately $154.1 million on the senior secured revolving credit facility
and $370.0 million on the senior secured term loan facility.
The following table summarizes our future obligations for debt repayments, capital leases, estimated interest payments, future
minimum rental and similar commitments under noncancelable operating leases as well as contingent obligations related to
outstanding letters of credit and guarantees as of October 2, 2015 (dollars in thousands):
Contractual Obligations as of October 2, 2015
Long-term borrowings(1)
Capital lease obligations
Estimated interest payments(2)
Operating leases
Purchase obligations(3)
Other long-term liabilities reflected on
the balance sheet(4)
Other Commercial Commitments as of
October 2, 2015
Letters of credit
Guarantees
Total
5,251,653
57,660
930,800
532,988
458,393
320,441
7,551,935
Total
Amounts
Committed
63,679
—
63,679
$
$
$
$
$
$
$
$
Payments Due by Period
Less than
1 year
1-3 years
$
68,415
13,012
217,700
221,521
226,531
$
401,566
24,915
400,200
158,179
118,205
3-5 years
2,396,696
14,388
281,200
77,929
47,638
$
More than
5 years
2,384,976
5,345
31,700
75,359
66,019
83,800
830,979
$
17,900
1,120,965
$
10,700
2,828,551
$
208,041
2,771,440
Amount of Commitment Expiration Per Period
Less than
1 year
1-3 years
3-5 years
More than
5 years
63,679
—
63,679
$
$
— $
—
— $
— $
—
— $
—
—
—
(1)
(2)
Excludes the $15.6 million discount on the senior secured term loan facilities.
These amounts represent future interest payments related to our existing debt obligations based on fixed and variable
interest rates specified in the associated debt agreements. Payments related to variable debt are based on applicable rates
at October 2, 2015 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 2016 through 2021 is $4,781,900, $4,693,500, $4,667,800, $4,582,100,
$2,873,000 and $952,200, respectively. The average interest rate (after giving effect to interest rate swaps) for each fiscal
year from 2016 through 2021 is 4.55%, 4.38%, 4.17%, 4.01%, 3.39% and 3.33%, respectively (See Note 5 to the audited
consolidated financial statements for the terms and maturities of existing debt obligations).
(3)
Represents commitments for capital projects and client contract investments to help finance improvements or
renovations at the facilities from which we operate.
(4)
Includes certain unfunded employee retirement and severance related obligations.
We have excluded from the table above uncertain tax liabilities due to the uncertainty of the amount and period of payment. As
of October 2, 2015, we have gross uncertain tax liabilities of $21.4 million (see Note 8 to the audited consolidated financial
statements). During fiscal 2015, we made contributions totaling $59.2 million into our defined benefit pension plans and benefit
payments and settlements of $14.5 million out of these plans. Estimated contributions to our defined benefit pension plans in
fiscal 2016 are $10.8 million and estimated benefit payments out of these plans in fiscal 2016 are $11.5 million (see Note 7 to
the audited consolidated financial statements).
We have an agreement (the "Receivables Facility") with several financial institutions where we sell on a continuous basis an
undivided interest in all eligible accounts receivable, as defined in the Receivables Facility. Pursuant to the Receivables
Facility, we formed ARAMARK Receivables, LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary. ARAMARK
Receivables, LLC was formed for the sole purpose of transferring receivables generated by certain of our subsidiaries. Under
39
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Aramark 2015 Form 10-K the Receivables Facility, we and certain of our subsidiaries transfer without recourse all of their accounts receivable to
ARAMARK Receivables, LLC. As collections reduce previously transferred interests, interests in new, eligible receivables are
transferred to ARAMARK Receivables, LLC, subject to meeting certain conditions. The maximum amount available under the
Receivables Facility is $350.0 million, which expires on May 2017. In addition, the Receivables Facility includes a seasonal
tranche which will increase the capacity by $25 million at certain times of the year. As of October 2, 2015, approximately
$350.0 million was outstanding under the Receivables Facility and is included in “Long-Term Borrowings” in the Consolidated
Balance Sheets. Amounts borrowed under the Receivables Facility fluctuate monthly based on our funding requirements and
the level of qualified receivables available to collateralize the Receivables Facility.
Our business activities do not include the use of unconsolidated special purpose entities, and there are no significant business
transactions that have not been reflected in the accompanying financial statements. We are self-insured for a limited portion of
the risk retained under our general liability and workers’ compensation arrangements. Self-insurance reserves are recorded
based on actuarial analyses.
Critical Accounting Policies and Estimates
Our significant accounting policies are described in the notes to the audited consolidated financial statements included in this
Annual Report. As described in such notes, we recognize sales in the period in which services are provided pursuant to the
terms of our contractual relationships with our clients. Sales from direct marketing activities are recognized upon shipment.
In preparing our financial statements, management is required to make estimates and assumptions that, among other things,
affect the reported amounts of assets, liabilities, sales and expenses. These estimates and assumptions are most significant
where they involve levels of subjectivity and judgment necessary to account for highly uncertain matters or matters susceptible
to change, and where they can have a material impact on our financial condition and operating performance. If actual results
were to differ materially from the estimates made, the reported results could be materially affected.
Asset Impairment Determinations
Goodwill and the Aramark trade name are indefinite lived intangible assets that are not amortizable and are subject to an
impairment test that we conduct annually or more frequently if a change in circumstances or the occurrence of events indicates
that potential impairment exists. The impairment test may first consider qualitative factors to determine whether it is more
likely than not that the fair value of a reporting unit is less than its carrying amount. Examples of qualitative factors include,
macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, entity-specific
events, events affecting reporting units and sustained changes in our stock price. If results of the qualitative assessment indicate
a more likely than not determination or if a qualitative assessment is not performed, a quantitative test is performed by
comparing the estimated fair value using a discounted cash flow approach of each reporting unit with its estimated net book
value.
We perform the assessment of goodwill at the reporting unit level. Within our FSS International segment, each country is
evaluated separately since these operating units are relatively autonomous and separate goodwill balances have been recorded
for each entity. Based on our evaluation performed in the fourth quarter of our fiscal year, we determined that it was more likely
than not that the fair value of each of the reporting units exceeded its respective carrying amount, and therefore, we determined
that goodwill was not impaired.
With respect to our other long-lived assets, we are required to test for asset impairment whenever events or circumstances
indicate that the carrying value of an asset may not be recoverable. If indicators of impairment are present, we compare the sum
of the future expected cash flows from the asset, undiscounted and without interest charges, to the asset’s carrying value. If the
sum of the future expected cash flows from the asset is less than the carrying value, an impairment would be recognized for the
difference between the estimated fair value and the carrying value of the asset.
In making future cash flow analyses of various assets, we make assumptions relating to the following:
•
•
•
•
•
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.
We believe that an accounting estimate relating to asset impairment is a critical accounting estimate because the assumptions
underlying future cash flow estimates are subject to change from time to time and the recognition of an impairment could have
a significant impact on our consolidated statement of income.
40
40
Aramark 2015 Form 10-K Environmental Loss Contingencies
Accruals for environmental loss contingencies (i.e., environmental reserves) are recorded when it is probable that a liability has
been incurred and the amount can reasonably be estimated. We view the measurement of environmental reserves as a critical
accounting estimate because of the considerable uncertainty surrounding estimation, including the need to forecast well into the
future. We are involved in legal proceedings under federal, state, local and foreign environmental laws in connection with our
operations or businesses conducted by our predecessors or companies that we have acquired. The calculation of environmental
reserves is based on the evaluation of currently available information, prior experience in the remediation of contaminated sites
and assumptions with respect to government regulations and enforcement activity, changes in remediation technology and
practices, and financial obligations and creditworthiness of other responsible parties and insurers.
Litigation and Claims
From time to time, the Company and its subsidiaries are party to various legal actions, proceedings and investigations involving
claims incidental to the conduct of our businesses, including those brought by clients, consumers, employees, government
entities and third parties under, among others, federal, state, international, national, provincial and local employment laws,
wage and hour laws, discrimination laws, immigration laws, human health and safety laws, import and export controls and
customs laws, environmental laws, false claims or whistleblower statutes, procurement regulations, intellectual property laws,
food safety and sanitation laws, cost and accounting principles, the Foreign Corrupt Practices Act, the U.K. Bribery Act, other
anti-corruption laws, lobbying laws, motor carrier safety laws, data privacy and security laws and alcohol licensing and service
laws, or alleging negligence and/or breach of contractual and other obligations. We consider the measurement of litigation
reserves as a critical accounting estimate because of the significant uncertainty in some cases relating to the outcome of
potential claims or litigation and the difficulty of predicting the likelihood and range of potential liability involved, coupled
with the material impact on our results of operations that could result from litigation or other claims. In determining legal
reserves, we consider, among other issues:
•
•
•
•
•
•
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.
Allowance for Doubtful Accounts
We encounter risks associated with sales and the collection of the associated accounts receivable. We record a provision for
accounts receivable that are considered to be uncollectible. In order to calculate the appropriate provision, we analyze the
creditworthiness of specific customers, aging of customer balances, general and specific industry economic conditions, industry
concentrations, such as exposure to small and medium-sized businesses, the non-profit healthcare sector and the automotive,
airline and financial services industries, and contractual rights and obligations. The accounting estimate related to the allowance
for doubtful accounts is a critical accounting estimate because the underlying assumptions used for the allowance can change
from time to time and uncollectible accounts could potentially have a material impact on our results of operations.
Inventory Obsolescence
We record an inventory obsolescence reserve for obsolete, excess and slow-moving inventory, principally in the Uniform
segment. In calculating our inventory obsolescence reserve, we analyze historical and projected data regarding customer
demand within specific product categories and make assumptions regarding economic conditions within customer specific
industries, as well as style and product changes. Our accounting estimate related to inventory obsolescence is a critical
accounting estimate because customer demand in certain of our businesses can be variable and changes in our reserve for
inventory obsolescence could materially affect our results of operations.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for
the amount of taxes payable or refundable for the current year and for deferred tax liabilities and assets for the future tax
consequences of events that have been recognized in our consolidated financial statements or tax returns. We must make
assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and
liabilities and any valuation allowance to be recorded against a deferred tax asset. Our assumptions, judgments and estimates
relative to the current provision for income taxes take into account current tax laws, our interpretation of current tax laws and
possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our
41
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Aramark 2015 Form 10-K interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for
income taxes in our consolidated financial statements. Our assumptions, judgments and estimates relative to the amount of
deferred income taxes take into account estimates of the amount of future taxable income, and actual operating results in future
years could render our current assumptions, judgments and estimates inaccurate. Any of the assumptions, judgments and
estimates mentioned above could cause our actual income tax obligations to differ from our estimates.
Critical accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such
estimates are recorded as new information or changed conditions require.
*****
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Aramark 2015 Form 10-K New Accounting Standard Updates
See Note 1 to the audited consolidated financial statements for a full description of recent accounting standard updates,
including the expected dates of adoption.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
We are exposed to the impact of interest rate changes and manage this exposure through the use of variable-rate and fixed-rate
debt and by utilizing interest rate swaps. We do not enter into contracts for trading purposes and do not use leveraged
instruments. The information below summarizes our market risks associated with debt obligations and other significant
financial instruments as of October 2, 2015 (see Notes 5 and 6 to the audited consolidated financial statements). Fair values
were computed using market quotes, if available, or based on discounted cash flows using market interest rates as of the end of
the respective periods. For debt obligations, the table presents principal cash flows and related interest rates by contractual
fiscal year of maturity. Variable interest rates disclosed represent the weighted-average rates of the portfolio at October 2, 2015.
For interest rate swaps, the table presents the notional amounts and related weighted-average interest rates by fiscal year of
maturity. The variable rates presented are the average forward rates for the term of each contract.
As of October 2, 2015
Debt:
Fixed rate
Average interest rate
Variable rate
Average interest rate
Interest Rate Swaps:
Receive variable/pay fixed
Average pay rate
Average receive rate
(US$ equivalent in millions)
Expected Fiscal Year of Maturity
2016
2017
2018
2019
2020
Thereafter
Total
Fair Value
$ 13
5.0%
$ 68
8.4%
$
$
$
(a) $
15
5.0%
376
1.5%
10
5.0%
26
3.3%
$
9
5.0%
$1,365
3.4%
$ 575
$ 1,000
$ 600
$ 575
3.2%
0.7%
1.6%
0.8%
1.7%
0.8%
2.0%
0.8%
5
5.0%
$ 1,058
5.7%
$ 2,385
$ 4,252
3.3%
3.3%
$ — $ 2,975
$
$
$
1,098
4,243
(50)
$ 1,006
$
$
$
5.8%
32
3.3%
225
2.9%
0.8%
(a)
Balance includes $350 million of borrowings under the Receivables Facility.
As of October 2, 2015, the Company had foreign currency forward exchange contracts outstanding with notional amounts of
€43.3 million, £23.9 million, CAD 82.8 million and DKK18.4 million to mitigate the risk of changes in foreign currency
exchange rates on short-term intercompany loans to certain international subsidiaries. As of October 2, 2015, the fair value of
these foreign exchange contracts is $0.9 million, which is included in "Accounts Payable" in our Consolidated Balance Sheets.
The Company entered into a series of pay fixed/receive floating gasoline and diesel fuel agreements based on the Department of
Energy weekly retail on-highway index in order to limit its exposure to price fluctuations for gasoline and diesel fuel. As of
October 2, 2015, the Company has contracts for approximately 12.8 million gallons outstanding for fiscal 2015. As of
October 2, 2015, the fair value of the Company’s gasoline and diesel fuel hedge agreements is $4.4 million, which is included
in "Accounts Payable" in our Consolidated Balance Sheets.
Item 8.
Financial Statements and Supplementary Data
See Financial Statements and Schedule beginning on page S-1.
Item 9.
Changes and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
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Aramark 2015 Form 10-K Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on
that evaluation, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that
the Company’s disclosure controls and procedures, as of the end of the period covered by this report, are functioning effectively
to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. A controls system, no matter how well designed and operated, cannot provide absolute assurance that
the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of the
Company's management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an
evaluation of the effectiveness of the Company's internal control over financial reporting based upon criteria established in
Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on that evaluation, the Company's management concluded that the Company's internal control over financial reporting
was effective as of October 2, 2015. The effectiveness of the Company's internal control over financial reporting as of October
2, 2015 has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in their report
that is included herein on the following page.
(c) Change in Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the Company’s fourth quarter of fiscal
2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting.
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Aramark 2015 Form 10-K Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Aramark:
We have audited Aramark and subsidiaries’ (the Company) internal control over financial reporting as of October 2, 2015, based
on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in “Management’s Annual
Report on Internal Control Over Financial Reporting,” appearing in item 9A, Controls and Procedures. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October
2, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Aramark and subsidiaries as of October 2, 2015 and October 3, 2014, and the related consolidated
statements of income, comprehensive income, cash flows and stockholders’ equity for each of the fiscal years ended October 2,
2015, October 3, 2014 and September 27, 2013, and our report dated December 1, 2015 expressed an unqualified opinion on those
consolidated financial statements.
/s/ KPMG LLP
Philadelphia, Pennsylvania
December 1, 2015
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Aramark 2015 Form 10-K Item 9B. Other Information
Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), an issuer is required to disclose in its annual or quarterly
reports, as applicable, whether it or any of its “affiliates” knowingly engaged in certain specified activities during the period
covered by the report. Disclosure is generally required even where the activities, transactions or dealings were conducted in
compliance with applicable law. Because the SEC defines the term “affiliate” broadly, it includes any entity controlled by us as
well as any person or entity that controls us or is under common control with us (“control” is also construed broadly by the
SEC). We are not presently aware that we and our consolidated subsidiaries have knowingly engaged in any transaction or
dealing reportable under Section 13(r) of the Exchange Act during the fiscal year ended October 2, 2015. In addition, we sought
confirmation from certain entities which were significant stockholders during the period covered by this report with respect to
companies that may have been considered our affiliates as to whether they have knowingly engaged in any such reportable
transactions or dealings during such period and, except as described below, are not presently aware of any such reportable
transactions or dealings by such companies.
The descriptions of the activities below has been provided to us by Warburg Pincus LLC (“WP”), affiliates of which: (i) were
significant stockholders of ours during the first half of fiscal year 2015 and (ii) beneficially own more than 10% of the equity
interests of, and have the right to designate members of the board of directors of Endurance International Group (“EIG”) and
Santander Asset Management Investment Holdings Limited (“SAMIH”). EIG and SAMIH may therefore be deemed to have
been under common “control” with us during such period; however, this statement is not meant to be an admission that
common control existed.
The disclosures below relates solely to activities conducted by EIG and SAMIH and its non-U.S. affiliates that may be deemed
to have been under common “control” with us. The disclosure does not relate to any activities conducted by Aramark or by WP
and does not involve our or WP’s management. Neither Aramark nor WP has had any involvement in or control over the
disclosed activities of EIG or SAMIH, and neither Aramark nor WP has independently verified or participated in the
preparation of the disclosure. Neither Aramark nor WP is representing as to the accuracy or completeness of the disclosure nor
do we or WP undertake any obligation to correct or update it.
As to EIG:
EIG disclosed in its annual report on Form 10-K for the year ended December 31, 2014 the following disclosure related to
EIG:
“On July 2, 2013, the billing information for a subscriber account, or the Subscriber Account, was updated to include Seyed
Mahmoud Mohaddes, or Mohaddes. On September 16, 2013, the Office of Foreign Assets Control, or OFAC, designated
Mohaddes as a Specially Designated National, or SDN, pursuant to 31 C.F.R. Part 560.304. On or around September 26, 2014,
during a routine compliance scan of new and existing subscriber accounts, we discovered that Mohaddes, a SDN, was named as
an account contact for the Subscriber Account. We promptly suspended the Subscriber Account, locked the domain name
IOCUKLTD.COM, which was registered to the Subscriber Account, and reported the domain name to OFAC as potentially the
property of a SDN subject to blocking pursuant to Executive Order 13599. Since September 16, 2013, when Mohaddes was
added to the SDN list, charges in the total amount of $120.35 were made to the Subscriber Account for web hosting and domain
privacy services. We have ceased billing for the Subscriber Account. To date, we have not received any correspondence from
OFAC regarding this matter.
On July 10, 2014, OFAC designated each of Stars Group Holding, or Stars, and Teleserve Plus SAL, or Teleserve, as SDNs
under Executive Order 13224, and their property became subject to blocking pursuant to the Global Terrorism Sanctions
Regulations, 31 C.F.R. Part 594. On July 15, 2014, as part of our compliance review processes, we discovered that the domain
names associated with each of Stars, STARSCOM.NET, and Teleserve, TELESERVEPLUS.COM, or collectively, the Stars/
Teleserve Domain Names, were registered through our platform. We immediately took steps to suspend and lock the Stars/
Teleserve Domain Names to prevent them from being transferred or resolving to a website, and we promptly reported the
Domain Names as potentially blocked property to OFAC. We did not generate any revenue from the Stars/Teleserve Domain
Names between when they were added to the SDN list on July 10, 2014 and when we discovered that they were registered
through our platform on July 15, 2014. To date, we have not received any correspondence from OFAC regarding the matter.
On July 15, 2014 during a compliance scan of all domain names on one of our platforms, we identified the domain name
KAHANETZADAK.COM, or the Domain Name, which was listed as an ‘also known as,’ or AKA, of the entity Kahane Chai
which operates as the American Friends of the United Yeshiva. Kahane Chai was designated as a SDN on November 2, 2001
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Aramark 2015 Form 10-K pursuant to Executive Order 13224. Because the Domain Name was transferred into a customer account of one of our resellers,
there was no direct financial transaction between us and the registered owner of the Domain Name. The Domain Name was
suspended upon our discovering it on our platform, and we reported the Domain Name to OFAC as potentially the property of a
SDN. To date, we have not received any correspondence from OFAC regarding the matter.”
As to SAMIH:
An affiliate of SAMIH, Santander Consumer USA Holdings Inc., disclosed in its annual report on Form 10-K for the year ended
December 31, 2014 the following disclosure related to SAMIH:
“During the period covered by this report:
•
•
•
A Santander UK entity holds frozen savings and current accounts for three customers resident in the U.K. who are
currently designated by the U.S. for terrorism. The accounts held by each customer were blocked after the customer's
designation and have remained blocked and dormant throughout 2014. No revenue has been generated by Santander
UK on these accounts. The bank account held for one of these customers was closed in the fourth quarter of 2014.
An Iranian national, resident in the U.K., who is currently designated by the U.S. under the Iranian Financial Sanctions
Regulations and the Non-Proliferation of Weapons of Mass Destruction ("NPWMD") designation, holds a mortgage
with Santander UK that was issued prior to any such designation. No further draw-down has been made (or would be
allowed) under this mortgage, although we continue to receive repayment installments. In 2014, total revenue in
connection with this mortgage was approximately £2,580, while net profits were negligible relative to the overall
profits of Santander UK. Santander UK does not intend to enter into any new relationships with this customer, and any
disbursements will only be made in accordance with applicable sanctions. The same Iranian national also holds two
investment accounts with Santander Asset Management UK Limited. The accounts have remained frozen during 2014.
The investment returns are being automatically reinvested, and no disbursements have been made to the customer. In
2014, total revenue for Santander in connection with the investment accounts was approximately £250 while net
profits were negligible relative to the overall profits of Santander.
In addition, during the third quarter 2014, Santander UK has identified two additional customers. A UK national
designated by the U.S. under the NPWMD sanctions program held a business account. No transactions were made and
the account was closed in the fourth quarter of 2014. No revenue or profit was generated by Santander UK on this
account. A second UK national designated by the U.S. for terrorism held a personal current account and a personal
credit card account, both of which were closed in the third quarter. Although transactions took place on the current
account, revenue and profits generated during 2014 were negligible. No transactions took place on the credit card.
In addition, Santander has certain legacy export credits and performance guarantees with Bank Mellat, which are included in
the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons
List. The Bank entered into two bilateral credit facilities in February 2000 in an aggregate principal amount of €25.9 million.
Both credit facilities matured in 2012. In addition, in 2005 Santander participated in a syndicated credit facility for Bank Mellat
of €15.5 million, which matures on July 6, 2015. As of December 31, 2014, Santander was owed €2.3 million under this credit
facility.
Santander has not been receiving payments from Bank Mellat under any of these credit facilities in recent years. Santander has
been and expects to continue to be repaid any amounts due by official export credit agencies, which insure between 95% and
99% of the outstanding amounts under these credit facilities. No funds have been extended by Santander under these facilities
since they were granted.
Santander also has certain legacy performance guarantees for the benefit of Bank Sepah and Bank Mellat (stand-by letters of
credit to guarantee the obligations - either under tender documents or under contracting agreements - of contractors who
participated in public bids in Iran) that were in place prior to April 27, 2007. However, should any of the contractors default in
their obligations under the public bids, Santander would not be able to pay any amounts due to Bank Sepah or Bank Mellat
because any such payments would be frozen pursuant to Council Regulation (EU) No. 961/2010.
In the aggregate, all of the transactions described above resulted in approximately €41,000 gross revenues and approximately
€80,500 net loss to Santander for the year ended December 31, 2014, all of which resulted from the performance of export
credit agencies rather than any Iranian entity. Santander has undertaken significant steps to withdraw from the Iranian market
such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships,
deposit taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above.
Santander is not contractually permitted to cancel these arrangements without either (i) paying the guaranteed amount - which
47
47
Aramark 2015 Form 10-K payment would be frozen as explained above (in the case of the performance guarantees), or (ii) forfeiting the outstanding
amounts due to it (in the case of the export credits). As such, Santander intends to continue to provide the guarantees and hold
these assets in accordance with company policy and applicable laws.”
An affiliate of SAMIH, Santander Consumer USA Holdings Inc., disclosed in its quarterly report on Form 10-Q for the quarter
ended March 31, 2015 the following disclosure related to SAMIH:
“During the period covered by this quarterly report:
•
•
A Santander UK entity holds frozen savings accounts and one current account for two customers resident in the U.K.
who are currently designated by the U.S. for terrorism. The accounts held by each customer were blocked after the
customer's designation and have remained blocked and dormant throughout the first quarter of 2015. No revenue has
been generated by Santander UK on these accounts.
An Iranian national, resident in the U.K., who is currently designated by the U.S. under the Iranian Financial Sanctions
Regulations and the NPWMD designation, holds a mortgage with Santander UK that was issued prior to any such
designation. No further draw-down has been made (or would be allowed) under this mortgage, although Santander UK
continues to receive repayment installments. In the first quarter of 2015, total revenue in connection with this
mortgage was approximately £800, while net profits were negligible relative to the overall profits of Santander UK.
Santander UK does not intend to enter into any new relationships with this customer, and any disbursements will be
made only in accordance with applicable sanctions. The same Iranian national also holds two investment accounts with
Santander Asset Management UK Limited. The accounts have remained frozen during the first quarter of 2015. The
investment returns are being automatically reinvested, and no disbursements have been made to the customer. For the
three months ended March 31, 2015, total revenue for Santander in connection with the investment accounts was
approximately £70 while net profits were negligible relative to the overall profits of Santander.
In addition, Santander has certain legacy export credits and performance guarantees with Bank Mellat, which is included in the
U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List.
Bank Mellat entered into two bilateral credit facilities in February 2000 in an aggregate principal amount of €25.9 million. Both
credit facilities matured in 2012. In addition, in 2005 Santander participated in a syndicated credit facility for Bank Mellat of
€15.5 million, which matures on July 6, 2015. As of March 31, 2015, Santander was owed €1.8 million under this credit facility.
Santander has not been receiving payments from Bank Mellat under any of these credit facilities in recent years. Santander has
been and expects to continue to be repaid any amounts due by official export credit agencies, which insure between 95% and
99% of the outstanding amounts under these credit facilities. No funds have been extended by Santander under these facilities
since they were granted.
Santander also has certain legacy performance guarantees for the benefit of Bank Sepah and Bank Mellat (standby letters of
credit to guarantee the obligations - either under tender documents or under contracting agreements - of contractors who
participated in public bids in Iran) that were in place prior to April 27, 2007. However, should any of the contractors default in
their obligations under the public bids, Santander would not be able to pay any amounts due to Bank Sepah or Bank Mellat
because any such payments would be frozen pursuant to Council Regulation (EU) No. 961/2010.
In the aggregate, all of the transactions described above resulted in approximately €8,300 gross revenues and approximately
€45,000 net loss to Santander for the first quarter of 2015, all of which resulted from the performance of export credit agencies
rather than any Iranian entity. Santander has undertaken significant steps to withdraw from the Iranian market such as closing
its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit taking
from Iranian entities and issuing export letters of credit, except for the legacy transactions described above. Santander is not
contractually permitted to cancel these arrangements without either (i) paying the guaranteed amount - which payment would
be frozen as explained above (in the case of the performance guarantees), or (ii) forfeiting the outstanding amounts due to it (in
the case of the export credits). As such, Santander intends to continue to provide the guarantees and hold these assets in
accordance with company policy and applicable laws.”
48
48
Aramark 2015 Form 10-K PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Information about our directors and persons nominated to become directors required by Item 10 will be included under the
caption "Proposal No. 1 - Election of Directors" in the Company's Proxy Statement for the 2016 Annual Meeting of
Stockholders and is incorporated herein by reference. Information about our executive officers is included under the caption
“Executive Officers of the Registrant” in Part I of this report.
Information on beneficial ownership reporting compliance required by Item 10 will be included under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement for the 2016 Annual Meeting
of Stockholders and is incorporated herein by reference.
We have a Business Conduct Policy that applies to all of our directors, officers and employees, including our principal
executive officer, principal financial officer and principal accounting officer, which is available on the Investor Relations
section of our website at www.aramark.com. A copy of our Business Conduct Policy may be obtained free of charge by writing
to Investor Relations, Aramark, 1101 Market Street, Philadelphia, PA 19107. Our Business Conduct Policy contains a “code of
ethics,” as defined in Item 406(b) of Regulation S-K. Please note that our Internet website address is provided as an inactive
textual reference only. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our
code of ethics on our Internet website.
The remaining information required by Item 10 will be included under the caption "Board Committees and Meetings" in the
Company’s Proxy Statement for the 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 11.
Executive Compensation
Information required by Item 11 will be included under the caption "Compensation Matters" in the Company's Proxy Statement
for the 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by Item 12 will be included under the captions "Security Ownership of Certain Beneficial Owners and
Management" and "Equity Compensation Plan Information" in the Company's Proxy Statement for the 2016 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Information required by Item 13 will be included under the captions "Certain Relationships and Related Transactions" and
"Director Independence and Independence Determinations" in the Company's Proxy Statement for the 2016 Annual Meeting of
Stockholders and is incorporated herein by reference.
Item 14.
Principal Accountant Fees and Services
Information required by Item 14 will be included under the caption “Fees to Independent Registered Public Accounting Firm”
in the Company's Proxy Statement for the 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
49
49
Aramark 2015 Form 10-K PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a) Financial Statements
See Index to Financial Statements and Schedule at page S-1 and the Exhibit Index.
(b) Exhibits Required by Item 601 of Regulation S-K
See the Exhibit Index which is incorporated herein by reference.
(c) Financial Statement Schedules
See Index to Financial Statements and Schedule at page S-1.
50
50
Aramark 2015 Form 10-K Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized on December 1, 2015.
SIGNATURES
Aramark
By:
Name:
Title:
/s/ STEPHEN P. BRAMLAGE, JR.
Stephen P. Bramlage, Jr.
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following
persons on behalf of the registrant and in the capacities indicated on December 1, 2015.
Name
/s/ ERIC J. FOSS
Eric J. Foss
Capacity
Chairman, President and Chief Executive Officer
/s/ STEPHEN P. BRAMLAGE, JR.
Stephen P. Bramlage, Jr.
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
/s/ TODD M. ABBRECHT
Todd M. Abbrecht
/s/ LAWRENCE T. BABBIO, JR.
Lawrence T. Babbio, Jr.
/s/ DAVID A. BARR
David A. Barr
/s/ PIERRE-OLIVIER BECKERS-VIEUJANT
Pierre-Olivier Beckers-Vieujant
/s/ LEONARD S. COLEMAN, JR.
Leonard S. Coleman, Jr.
/s/ IRENE M. ESTEVES
Irene M. Esteves
/s/ DANIEL J. HEINRICH
Daniel J. Heinrich
/s/ SANJEEV MEHRA
Sanjeev Mehra
/s/ STEPHEN SADOVE
Stephen Sadove
Director
Director
Director
Director
Director
Director
Director
Director
Director
51
51
Aramark 2015 Form 10-K [THIS PAGE INTENTIONALLY LEFT BLANK]
ARAMARK AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of October 2, 2015 and October 3, 2014
Consolidated Statements of Income for the fiscal years ended October 2,
2015, October 3, 2014 and September 27, 2013
Consolidated Statements of Comprehensive Income for the fiscal years
ended October 2, 2015, October 3, 2014 and September 27, 2013
Consolidated Statements of Cash Flows for the fiscal years ended October
2, 2015, October 3, 2014 and September 27, 2013
Consolidated Statements of Stockholders' Equity for the fiscal years ended
October 2, 2015, October 3, 2014 and September 27, 2013
Notes to Consolidated Financial Statements
Schedule II—Valuation and Qualifying Accounts and Reserves for the
fiscal years ended October 2, 2015, October 3, 2014 and September 27,
2013
Page
S-2
S-3
S-4
S-5
S-6
S-7
S-9
S-46
All other schedules are omitted because they are not applicable, not required, or the information required to be set forth therein
is included in the consolidated financial statements or in the notes thereto.
S-1
S-1
Aramark 2015 Form 10-K Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Aramark:
We have audited the accompanying consolidated balance sheets of Aramark and subsidiaries (the Company) as of October 2, 2015
and October 3, 2014, and the related consolidated statements of income, comprehensive income, cash flows, and stockholders’
equity for each of the fiscal years ended October 2, 2015, October 3, 2014 and September 27, 2013. In connection with our audits
of the consolidated financial statements, we also have audited the financial statement schedule. These consolidated financial
statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Aramark and subsidiaries as of October 2, 2015 and October 3, 2014, and the results of their operations and their cash flows
for each of the fiscal years ended October 2, 2015, October 3, 2014 and September 27, 2013, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of October 2, 2015, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report
dated December 1, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting.
/s/ KPMG LLP
Philadelphia, Pennsylvania
December 1, 2015
S-2
S-2
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 2, 2015 AND OCTOBER 3, 2014
(in thousands, except share amounts)
Current Assets:
ASSETS
Cash and cash equivalents
Receivables (less allowances: 2015 - $39,023 ; 2014 - $37,381)
Inventories
Prepayments and other current assets
Total current assets
Property and Equipment, at cost:
Land, buildings and improvements
Service equipment and fixtures
Less - Accumulated depreciation
Goodwill
Other Intangible Assets
Other Assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term borrowings
Accounts payable
Accrued payroll and related expenses
Accrued expenses and other current liabilities
Total current liabilities
Long-Term Borrowings
Deferred Income Taxes and Other Noncurrent Liabilities
Redeemable Noncontrolling Interest
Stockholders' Equity:
Common stock, par value $.01 (authorized: 600,000,000 shares; issued:
2015— 266,564,567 shares and 2014—256,086,839; and
outstanding: 2015— 239,917,320 shares and 2014—233,910,487)
Capital surplus
Accumulated deficit
Accumulated other comprehensive loss
Treasury stock (shares held in treasury: 2015— 26,647,247 shares and
2014—22,176,352)
Total stockholders' equity
October 2, 2015
October 3, 2014
$
$
$
$
$
$
122,416
1,444,574
575,263
236,870
2,379,123
639,148
1,745,545
2,384,693
(1,425,348)
959,345
4,558,968
1,111,980
1,214,634
10,224,050
81,427
850,040
522,687
726,834
2,180,988
5,212,290
937,311
10,102
111,690
1,582,431
553,815
217,040
2,464,976
610,569
1,745,146
2,355,715
(1,358,384)
997,331
4,589,680
1,252,741
1,150,965
10,455,693
89,805
986,240
532,160
770,668
2,378,873
5,355,789
993,118
9,877
2,666
2,784,730
(228,641)
(166,568)
2,561
2,575,011
(382,463)
(106,298)
(508,828)
1,883,359
10,224,050
$
(370,775)
1,718,036
10,455,693
$
The accompanying notes are an integral part of these consolidated financial statements.
S-3
S-3
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
(in thousands, except per share data)
Sales
Costs and Expenses:
Cost of services provided
Depreciation and amortization
Selling and general corporate expenses
Operating income
Interest and Other Financing Costs, net
Income from Continuing Operations Before Income Taxes
Provision for Income Taxes
Income from Continuing Operations
Loss from Discontinued Operations, net of tax
Net income
Less: Net income attributable to noncontrolling interests
Net income attributable to Aramark stockholders
Earnings per share attributable to Aramark stockholders:
Basic:
Income from Continuing Operations
Loss from Discontinued Operations
Diluted:
Income from Continuing Operations
Loss from Discontinued Operations
Weighted Average Shares Outstanding:
Basic
Diluted
Fiscal Year Ended
October 2, 2015
October 3, 2014
$
14,329,135
$
14,832,913
September 27, 2013
13,945,657
$
12,880,424
504,033
316,740
13,701,197
627,938
285,942
341,996
105,020
236,976
—
236,976
1,030
235,946
0.99
—
0.99
0.96
—
0.96
$
$
$
$
$
13,363,918
521,581
382,851
14,268,350
564,563
334,886
229,677
80,218
149,459
—
149,459
503
148,956
0.66
—
0.66
0.63
—
0.63
$
$
$
$
$
12,661,145
542,136
227,902
13,431,183
514,474
423,845
90,629
19,233
71,396
(1,030)
70,366
1,010
69,356
0.35
(0.01)
0.34
0.34
(0.01)
0.33
237,616
246,616
225,866
237,451
201,916
209,370
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
S-4
S-4
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
(in thousands)
Net income
Other comprehensive (loss) income, net of tax:
Pension plan adjustments
Foreign currency translation adjustments
Cash flow hedges:
Losses on cash flow hedges
Reclassification adjustments
Share of equity investee's comprehensive income
Other comprehensive (loss) income, net of tax
Comprehensive income
Less: Net income attributable to noncontrolling interests
Comprehensive income attributable to Aramark stockholders
$
Fiscal Year Ended
October 2, 2015
October 3, 2014
$
236,976
$
149,459
September 27, 2013
70,366
$
3,522
(43,547)
(34,622)
11,681
2,696
(60,270)
176,706
1,030
175,676
$
(13,596)
(31,281)
(17,626)
15,430
—
(47,073)
102,386
503
101,883
$
19,745
(17,142)
(5,281)
14,393
2,805
14,520
84,886
1,010
83,876
The accompanying notes are an integral part of these consolidated financial statements.
S-5
S-5
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization
Income taxes deferred
Share-based compensation expense
Changes in operating assets and liabilities:
Receivables
Inventories
Prepayments
Accounts payable
Accrued expenses
Changes in other noncurrent liabilities
Changes in other assets
Other operating activities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment, client contract investments and
other
Disposals of property and equipment
Proceeds from divestitures
Acquisition of certain businesses:
Working capital other than cash acquired
Property and equipment
Additions to goodwill, other intangible assets and other assets,
net
Other investing activities
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term borrowings
Payments of long-term borrowings
Net change in funding under the Receivables Facility
Payments of dividends
Proceeds from initial public offering, net
Proceeds from issuance of common stock
Distribution in connection with spin-off of Seamless
Repurchase of common stock
Other financing activities
Net cash provided by (used in) financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
October 2, 2015
October 3, 2014
September 27, 2013
Fiscal Year Ended
$
236,976
$
149,459
$
70,366
504,033
(4,108)
66,416
81,284
(29,587)
9,763
(99,265)
(61,839)
(52,136)
13,595
17,904
683,036
521,581
37,372
96,332
(226,756)
(19,810)
(77,609)
9,657
(113,193)
(9,034)
10,123
20,037
398,159
(524,384)
(545,194)
19,128
—
(143)
—
(3,234)
4,299
(504,334)
71,926
(209,621)
—
(81,898)
—
39,946
—
(50,176)
61,847
(167,976)
10,726
111,690
28,494
24,000
(540)
(6,681)
(14,235)
8,934
(505,222)
1,570,818
(1,978,606)
50,000
(52,186)
524,081
4,408
—
(4,730)
(6,030)
107,755
692
110,998
$
122,416
$
111,690
$
542,136
(17,791)
19,417
(108,583)
(34,950)
(49,224)
74,462
161,441
(26,506)
30,581
34,558
695,907
(392,932)
11,298
919
(547)
(183)
(21,836)
17,893
(385,388)
3,080,464
(3,314,853)
36,200
—
—
5,597
(47,352)
(42,399)
(53,926)
(336,269)
(25,750)
136,748
110,998
The accompanying notes are an integral part of these consolidated financial statements.
S-6
S-6
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
(in thousands)
(in thousands)
Balance, September 28, 2012
Balance, September 28, 2012
Net income
$
Other comprehensive income
Total
$
966,864
$
Total
Aramark
Stockholders'
Equity
Total
Aramark
Total
Stockholders'
966,864
Equity
$
Common
Stock
933,017
Common
$
Stock
2,159
Capital
Surplus
Capital
$ 1,636,128
Surplus
69,572
14,520
933,017
69,356
$
14,520
2,159
$ 1,636,128
Net income
Capital contributions from issuance of
69,572
69,356
Accumulated
Deficit
Accumulated
Deficit
(444,479) $
Accumulated
Other
Comprehensive
Loss
Accumulated
Treasury
Other
Stock
Comprehensive
(73,745) $ (187,046) $
Loss
Noncontrolling
Interest
Treasury
Stock
33,847
Noncontrolling
Interest
69,356
(444,479) $
14,520
69,356
(73,745) $ (187,046) $
216
33,847
216
$
$
Other comprehensive income
common stock
14,520
24,559
14,520
24,559
35
24,524
14,520
Capital contributions from issuance of
incentive plans
Compensation expense related to stock
common stock
24,559
Tax benefits related to stock incentive plans
4,841
24,559
19,417
19,417
4,841
35
Compensation expense related to stock
Decrease in common stock subject to
repurchase obligation, net
incentive plans
Repurchases of common stock
Tax benefits related to stock incentive plans
Distributions of Seamless
Decrease in common stock subject to
Balance, September 27, 2013
repurchase obligation, net
Net income attributable to Aramark
19,417
4,841
$
8,753
Repurchases of common stock
Distributions of Seamless
Balance, September 27, 2013
Stockholders
Other comprehensive income (loss)
Capital contributions from issuance of
common stock
(66,646)
(138,173)
903,707
$
Capital contributions from initial public
Net income attributable to Aramark
offering
Stockholders
Compensation expense related to stock
148,956
incentive plans
Other comprehensive income (loss)
Capital contributions from issuance of
Tax benefits related to stock incentive plans
Change due to termination of provision in
(47,073)
8,753
(66,646)
(104,110)
903,707
148,956
(47,073)
62,087
$
524,081
8,753
19,417
(66,646)
(138,173)
903,707
148,956
(47,073)
4,841
$
8,753
(66,646)
(104,110)
903,707
62,087
$
524,081
148,956
(47,073)
96,332
40,507
19,417
24,524
4,841
8,753
19,417
4,841
$
2,194
$ 1,693,663
8,753
96,332
40,507
96,332
40,507
(104,110)
(34,063)
$
(479,233) $
(59,225) $ (253,692) $
—
(66,646)
148,956
(47,073)
(66,646)
2,194
62,000
87
$ 1,693,663
523,801
280
$
(104,110)
(479,233) $
148,956
(59,225) $ (253,692) $
—
(34,063)
common stock
Stockholders' Agreement
62,087
158,708
62,087
87
62,000
158,708
Repurchases of common stock
Capital contributions from initial public
Payment of dividends
Balance, October 3, 2014
Compensation expense related to stock
offering
524,081
(117,083)
(52,186)
$ 1,718,036
524,081
$
158,708
(117,083)
(52,186)
1,718,036
280
$
2,561
523,801
$ 2,575,011
$
(52,186)
(382,463) $
(106,298) $ (370,775) $
—
incentive plans
Tax benefits related to stock incentive plans
Change due to termination of provision in
Stockholders' Agreement
Repurchases of common stock
Payment of dividends
Balance, October 3, 2014
96,332
40,507
96,332
40,507
96,332
40,507
The accompanying notes are an integral part of these consolidated financial statements.
158,708
(117,083)
(52,186)
$ 1,718,036
$
158,708
(117,083)
(52,186)
1,718,036
S-7
158,708
(52,186)
(117,083)
$
2,561
$ 2,575,011
$
(382,463) $
(106,298) $ (370,775) $
—
The accompanying notes are an integral part of these consolidated financial statements.
S-7
S-7
(47,073)
(117,083)
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
(in thousands)
(in thousands)
Balance, October 3, 2014
Balance, October 3, 2014
stockholders
Net income attributable to Aramark
Net income attributable to Aramark
Other comprehensive loss
stockholders
Capital contributions from issuance of
Other comprehensive loss
common stock
Capital contributions from issuance of
incentive plans
Compensation expense related to stock
common stock
Compensation expense related to stock
Tax benefits related to stock incentive plans
incentive plans
Repurchases of common stock
Tax benefits related to stock incentive plans
Payments of dividends
Repurchases of common stock
Balance, October 2, 2015
$
$
Total
Total
Stockholders'
Equity
Stockholders'
Equity
$
1,718,036
1,718,036
235,946
(60,270)
235,946
(60,270)
77,095
77,095
66,416
66,313
66,416
(138,053)
66,313
(82,124)
1,883,359
(138,053)
(82,124)
1,883,359
Common
Stock
Common
Stock
2,561
2,561
$
$
Capital
Surplus
Capital
Surplus
$
$ 2,575,011
$ 2,575,011
Accumulated
Deficit
Accumulated
Deficit
(382,463) $
$
235,946
Accumulated
Other
Comprehensive
Loss
Accumulated
Other
Comprehensive
Loss
(106,298) $
Treasury Stock
(370,775)
Treasury Stock
(382,463) $
(106,298) $
(370,775)
105
105
76,990
66,416
76,990
66,313
66,416
235,946
(60,270)
(60,270)
(138,053)
$
2,666
66,313
$
$ 2,784,730
(82,124)
(228,641) $
(166,568) $
(508,828)
(138,053)
(82,124)
The accompanying notes are an integral part of these consolidated financial statements.
(228,641) $
$ 2,784,730
2,666
$
$
$
(166,568) $
(508,828)
The accompanying notes are an integral part of these consolidated financial statements.
S-8
S-8
Payments of dividends
Balance, October 2, 2015
S-8
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
Aramark (the “Company”) is a leading global provider of food, facilities and uniform services to education, healthcare,
business & industry, and sports, leisure and corrections clients. The Company's core market is North America (composed of the
United States and Canada), which is supplemented by an additional 19-country footprint serving many of the fastest growing
global geographies. The Company operates its business in three reportable segments that share many of the same operating
characteristics: Food and Support Services North America ("FSS North America"), Food and Support Services International
("FSS International") and Uniform and Career Apparel ("Uniform").
On December 12, 2013, Aramark's common stock began trading on the New York Stock Exchange under the symbol "ARMK"
after its initial public offering ("IPO") of 28,000,000 shares of its common stock at a price of $20.00 per share (see Note 9).
The consolidated financial statements include the accounts of the Company and all of its subsidiaries in which a controlling
financial interest is maintained in accordance with generally accepted accounting principles in the United States ("U.S.
GAAP"). All significant intercompany transactions and accounts have been eliminated.
Fiscal Year
The Company’s fiscal year is the fifty-two or fifty-three week period which ends on the Friday nearest September 30th. The
fiscal years ended October 2, 2015 and September 27, 2013 were each fifty-two week periods and the fiscal year ended
October 3, 2014 was a fifty-three week period.
New Accounting Standard Updates
In July 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standard update ("ASU") which
changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value.
The guidance is effective for the Company in the first quarter of fiscal 2017 and early adoption is permitted. The Company is
currently evaluating the impact of the pronouncement.
In April 2015, the FASB issued an ASU on debt issuance costs which requires presentation on the balance sheet as a direct
deduction from the debt liability, similar to the presentation of debt discounts, and will no longer be recorded as a separate
asset. The guidance is effective for the Company in the first quarter of fiscal 2017 and early adoption is permitted. The
Company is currently evaluating the impact of the pronouncement.
In June 2014, the FASB issued an ASU on stock compensation which requires that a performance target affecting vesting and
that could be achieved after the requisite service period be treated as a performance condition. The guidance is effective for the
Company beginning in the first quarter of fiscal 2017. The Company is currently evaluating the impact of the pronouncement
relative to its stock incentive awards.
In May 2014, the FASB issued an ASU on revenue from contracts with customers which outlines a single comprehensive model
to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition
guidance. The guidance is effective for the Company beginning in the first quarter of fiscal 2019. The Company is currently
evaluating the impact of the pronouncement.
In January 2014, the FASB issued an ASU which states that companies should not account for certain service concession
arrangements with public-sector entities as leases and should not recognize the related infrastructure as property, plant and
equipment. The guidance is effective for the Company beginning in the first quarter of fiscal 2016. The Company does not
believe the pronouncement will have a material impact on the consolidated financial statements.
Revenue Recognition
The Company recognizes sales when persuasive evidence of an arrangement exists, delivery has occurred or services have been
rendered, the fee is fixed and determinable and collectability is reasonably assured. In each of the Company’s operating
segments, sales are recognized in the period in which services are provided pursuant to the terms of the Company’s contractual
relationships with its clients. The Company generally records sales on food and support services contracts (both profit and loss
contracts and client interest contracts) on a gross basis as the Company is the primary obligor and service provider.
Certain profit and loss contracts include commissions paid to the client, typically calculated as a fixed or variable percentage of
various categories of sales. In some cases these contracts require minimum guaranteed commissions. Commissions paid to
clients are recorded in “Cost of services provided.”
Sales from client interest contracts are generally comprised of amounts billed to clients for food, labor and other costs that the
Company incurs, controls and pays for. Sales from client interest contracts also include any associated management fees, client
S-9
S-9
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
subsidies or incentive fees based upon the Company’s performance under the contract. Sales from direct marketing activities
are recognized upon shipment. All sales related taxes are presented on a net basis.
Vendor Consideration
Consideration received from vendors include rebates, allowances and volume discounts and are accounted for as an adjustment
to the cost of the vendors’ products or services and are reported as a reduction of “Cost of services provided,” “Inventory,” or
“Property and Equipment.” Income from rebates, allowances and volume discounts is recognized based on actual purchases in
the fiscal period relative to total actual or forecasted purchases to be made over the contractual rebate period agreed to with the
vendor. Rebates, allowances and volume discounts related to Inventory held at the balance sheet date are deducted from the
carrying value of these inventories. Rebates, allowances and volume discounts related to Property and Equipment are deducted
from the costs capitalized.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could
materially differ from those estimates.
Comprehensive Income
Comprehensive income includes all changes to stockholders' equity during a period, except those resulting from investments by
and distributions to stockholders. Components of comprehensive income include net income (loss), changes in foreign currency
translation adjustments (net of tax), pension plan adjustments (net of tax), changes in the fair value of cash flow hedges (net of
tax) and changes to the share of any equity investees' comprehensive income (net of tax).
The summary of the components of comprehensive income (loss) is as follows (in thousands):
Fiscal Year Ended
October 2, 2015
October 3, 2014
September 27, 2013
Net income
Pre-Tax
Amount
Tax
Effect
After-
Tax
Amount
$ 236,976
Pre-Tax
Amount
Tax
Effect
Pension plan adjustments
2,832
690
3,522
(17,640)
4,044
After-
Tax
Amount
$ 149,459
(13,596)
Pre-Tax
Amount
Tax
Effect
After-
Tax
Amount
$ 70,366
29,943
(10,198)
19,745
Foreign currency
translation adjustments
Cash flow hedges:
Losses on cash flow
hedges
Reclassification
adjustments
Share of equity investee's
comprehensive income
Other comprehensive
income (loss)
Comprehensive income
Less: Net income
attributable to
noncontrolling interests
Comprehensive income
attributable to Aramark
stockholders
(50,458)
6,911
(43,547)
(37,246)
5,965
(31,281)
(30,832)
13,690
(17,142)
(58,143)
23,521
(34,622)
(29,201)
11,575
(17,626)
(8,881)
3,600
(5,281)
20,143
(8,462)
11,681
25,921
(10,491)
15,430
23,768
(9,375)
14,393
4,148
(1,452)
2,696
—
—
—
4,315
(1,510)
2,805
(81,478)
21,208
(60,270)
(58,166)
11,093
176,706
1,030
(47,073)
102,386
503
18,313
(3,793)
14,520
84,886
1,010
$ 175,676
$ 101,883
$ 83,876
S-10
S-10
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accumulated other comprehensive loss consists of the following (in thousands):
Pension plan adjustments
Foreign currency translation adjustments
Cash flow hedges
Share of equity investee's Accumulated
Other Comprehensive loss
$
$
October 2, 2015
October 3, 2014
(40,597) $
(71,541)
(49,131)
(5,299)
(166,568) $
(44,119)
(27,994)
(26,190)
(7,995)
(106,298)
Currency Translation
Gains and losses resulting from the translation of financial statements of non-U.S. subsidiaries are reflected as a component of
accumulated other comprehensive income (loss) in stockholders' equity. Transaction gains and losses included in operating
results for fiscal 2015, fiscal 2014 and fiscal 2013 were not material.
Current Assets
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Inventories are valued at the lower of cost (principally the first-in, first-out method) or market. Personalized work apparel,
linens and other rental items in service 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.
The components of inventories are as follows:
Food
Career apparel and linens
Parts, supplies and novelties
October 2, 2015
October 3, 2014
37.2%
60.3%
2.5%
100.0%
39.3%
57.9%
2.8%
100.0%
During the third quarter of fiscal 2015, the Company recorded an impairment charge of approximately $8.7 million, which is
included in "Cost of services provided" in the Consolidated Statement of Income, to write down the book value of one of its
buildings within the FSS North America segment to its fair value (its appraised value). The building assets are classified as held
for sale and included in "Prepayments and other current assets" in the Consolidated Balance Sheets as of October 2, 2015.
Property and Equipment
Property and equipment are stated at cost and are depreciated over their estimated useful lives on a straight-line basis. Gains
and losses on dispositions are included in operating results. Maintenance and repairs are charged to current operations, and
replacements and significant improvements that extend the useful life of the asset are capitalized. The estimated useful lives for
the major categories of property and equipment are 10 to 40 years for buildings and improvements and 3 to 10 years for service
equipment and fixtures. Depreciation expense during fiscal 2015, fiscal 2014 and fiscal 2013 was $226.6 million, $239.9
million, and $239.1 million, respectively. During fiscal 2015, the Company received proceeds of approximately $9.8 million
related to the sale of a building within the FSS North America segment, resulting in a gain of approximately $3.1 million.
Other Assets
Other assets consist primarily of investments in 50% or less owned entities, client contract investments, deferred financing
costs, computer software costs, pension assets and long-term receivables. Investments in which the Company owns more than
20% but less than a majority are accounted for using the equity method. Investments in which the Company owns less than
20% are accounted for under the cost method. Client contract investments generally represent a cash payment provided by the
Company to help finance improvement or renovation at the facility from which the Company operates. These amounts are
amortized over the contract period. If a contract is terminated prior to its maturity date, the Company is generally reimbursed
for the unamortized client contract investment amount. Client contract investments, net, principally in the FSS North America
segment, were $782.7 million and $670.6 million as of October 2, 2015 and October 3, 2014, respectively. Amortization
expense for client contract investments was $128.8 million, $106.2 million and $100.9 million during fiscal 2015, fiscal 2014
and fiscal 2013, respectively.
S-11
S-11
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s principal equity method investment is its 50% ownership interest in AIM Services Co., Ltd., a Japanese food
and support services company (approximately $152.5 million and $180.3 million at October 2, 2015 and October 3, 2014,
respectively, which is included in “Other Assets” in the Consolidated Balance Sheets). Summarized financial information for
AIM Services Co., Ltd. follows (in thousands):
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Sales
Gross profit
Net income
October 2, 2015
$
279,244
127,158
234,305
32,625
October 2, 2015
$
1,377,043
152,539
25,747
October 3, 2014
$
376,914
154,510
302,230
52,489
Fiscal Year Ended
October 3, 2014
$
1,552,250
174,194
26,869
$
September 27, 2013
1,693,598
192,857
29,236
The period to period comparisons of the summarized financial information for AIM Services Co., Ltd., presented in U.S. dollars
above, is significantly impacted by currency translation. The Company’s equity in undistributed earnings of AIM Services Co.,
Ltd., was $10.7 million, $10.5 million and $11.5 million for fiscal 2015, fiscal 2014 and fiscal 2013, respectively, and is
recorded as a reduction of "Cost of services provided" in the Consolidated Statements of Income. During fiscal 2015, fiscal
2014 and fiscal 2013, the Company received $22.2 million, $6.5 million and $7.9 million of cash distributions from AIM
Services Co., Ltd, respectively.
Other Accrued Expenses and Liabilities
Accrued expenses and other current liabilities consist principally of insurance accruals, advanced payments from clients, taxes,
interest, fair value of interest rate swaps and accrued commissions. Advanced payments from clients as of October 2, 2015 and
October 3, 2014 were $248.1 million and $267.7 million, respectively. The Company is self-insured for the risk retained under
its general liability and workers’ compensation arrangements. Self-insurance reserves are recorded based on historical claims
experience and actuarial analyses. As of October 2, 2015 and October 3, 2014, $51.8 million and $51.1 million of insurance
accruals were included in accrued expenses and other current liabilities, respectively.
Noncurrent liabilities consist primarily of deferred compensation, insurance accruals, pension liabilities, environmental
obligations, fair value of interest rate swaps and other hedging agreements and asset retirement obligations.
Share-Based Compensation
The Company recognizes compensation cost related to share-based payment transactions in the consolidated financial
statements. The cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as an
expense over the employee’s requisite service period (generally the vesting period of the equity award). See Note 10 for
additional information on share-based compensation.
Supplemental Cash Flow Information
(dollars in millions)
Interest paid
Income taxes paid
Significant noncash activities follow:
Fiscal Year Ended
October 2, 2015
October 3, 2014
$
$
267.9
31.5
$
$
348.5
55.8
September 27, 2013
350.6
74.8
$
$
•
•
•
During fiscal 2015, fiscal 2014 and fiscal 2013, the Company executed capital lease transactions. The present
value of the future rental obligations was approximately $17.9 million, $16.6 million and $16.1 million for the
respective periods, which is included in property and equipment and long-term borrowings.
During fiscal 2015, fiscal 2014 and fiscal 2013, cashless settlements of the exercise price and related employee
minimum tax withholding liabilities of share-based payment awards were approximately $89.6 million, $116.3
million and $26.9 million, respectively.
During fiscal 2014, obligations related to client contract investments of approximately $57.2 million that were
unpaid at October 3, 2014 and were included in other assets and accounts payable.
S-12
S-12
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. DIVESTITURES:
Fiscal 2015
During the fourth quarter of fiscal 2015, the Company announced it had made the decision to exit certain operations within the
FSS International segment. The Company will be winding down these operations during fiscal 2016. As a result of this action,
the Company incurred charges of approximately $14.6 million during fiscal 2015, which consists of severance charges
(approximately $4.4 million), asset write-downs (approximately $8.0 million) and certain other exit costs (approximately $2.2
million). The Company recorded these charges in “Cost of services provided” in the Consolidated Statements of Income. The
Company expects to incur additional costs of approximately $1.5 million in association with this action over fiscal 2016 as the
exit from these operations is completed.
Aramark India Private Limited Divestiture
During the second quarter of fiscal 2015, the Company completed the sale of Aramark India Private Limited ("India"), resulting
in a pretax loss of approximately $4.3 million (after tax gain of approximately $1.8 million due to the tax basis exceeding the
book basis of the subsidiary), which is included in "Cost of services provided" in the Consolidated Statements of Income for
fiscal 2015. The Company did not receive any proceeds from the sale of its India subsidiary. The results of operations and cash
flows associated with the India subsidiary divestiture were not material to the Company's Consolidated Statements of Income
and Cash Flows.
Fiscal 2014
McKinley Chalet Hotel Divestiture
During the first quarter of fiscal 2014, the Company completed the sale of its McKinley Chalet Hotel (the "Chalet") located
adjacent to Denali National Park for approximately $24.0 million in cash. The transaction resulted in a pretax loss of
approximately $6.7 million (net of tax loss of approximately $9.1 million), which is included in "Cost of services provided" in
the Consolidated Statements of Income for fiscal 2014. The pretax loss includes a write-off of an allocation of goodwill of
approximately $12.8 million. The results of operations and cash flows associated with the Chalet divestiture were not material
to the Company's Consolidated Statements of Income and Cash Flows.
Fiscal 2013
Spin-off of Seamless Holdings Corporation (now a part of GrubHub Inc.)
During the first quarter of fiscal 2013, the Company completed the spin-off of its majority interest in Seamless North America,
LLC ("Seamless") to its stockholders.
In the spin-off, Aramark Services, Inc. distributed all of the issued and outstanding shares of the common stock of Seamless
Holdings Corporation (“Seamless Holdings”), an entity formed for the purpose of completing the spin-off and whose assets
primarily consist of the Company's former interest in Seamless, to its parent company and sole stockholder, ARAMARK
Intermediate. Thereafter, ARAMARK Intermediate distributed such shares to the Company, its parent company and sole
stockholder, who then distributed all of the shares of Seamless Holdings on a pro rata basis to the holders of the Company's
common stock as of October 26, 2012, the record date, through a tax-free stock dividend. Each Company stockholder received
one share of Seamless Holdings common stock for each share of the Company's common stock held as of the record date.
Until October 29, 2012, Seamless Holdings and its subsidiaries were part of the Company and its assets, liabilities, results of
operations, and cash flows are included in the amounts reported in these consolidated financial statements until that date.
Following the spin-off, Seamless Holdings is an independent company and the Company retains no ownership interest in
Seamless Holdings or Seamless. The Company's pro forma results of operations for fiscal 2013 would not have been materially
different than reported assuming the spin-off and related transactions had occurred at the beginning of the prior year period.
NOTE 3. SEVERANCE AND ASSET WRITE-DOWNS:
During fiscal 2013, the Company initiated a series of actions and developed plans to drive efficiencies through the
consolidation and centralization of select functions. As a result, the Company recorded charges during fiscal 2013 of
approximately $63.9 million for severance and related costs. In addition, the Company recorded charges during fiscal 2013 of
approximately $11.7 million for goodwill impairments and other asset write-downs of approximately $12.0 million primarily
related to the write-offs of certain client contractual investments. During fiscal 2014, as a result of additional cost saving and
refinements and the continuation of productivity initiatives to the Company's original plans developed in fiscal 2013 for
consolidation and centralization initiatives and actual attrition of the workforce, the Company recorded net severance charges of
approximately $21.3 million.
S-13
S-13
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During fiscal 2015, as part of the next phase related to streamlining and improving the efficiency and effectiveness of the
Company's selling, general and administrative functions, the Company incurred net severance charges of approximately $23.1
million (exclusive of the severance charges incurred related to the exit of certain operations within the FSS International
segment- see Note 2). In addition, during fiscal 2015, the Company recorded charges of approximately $6.0 million to write-off
service equipment from the decline in its Canadian remote services business within our FSS North America segment, which is
included in “Cost of services provided” in the Consolidated Statements of Income.
The following table summarizes the unpaid obligations for severance and related costs as of October 2, 2015, which are
included in "Accrued payroll and related expenses" in the Consolidated Balance Sheets. The majority of the unpaid obligations
are expected to be paid during fiscal 2016.
(in millions)
October 3, 2014
Net
Charges
Payments
and Other
October 2, 2015
Severance and Related Costs Accrual
$40.7
23.1
(37.8)
$26.0
NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS:
Goodwill represents the excess of the fair value of consideration paid for an acquired entity over the fair value of assets
acquired and liabilities assumed in a business combination. Goodwill is not amortized and is subject to an impairment test that
the Company conducts annually, or more frequently if a change in circumstances or the occurrence of events indicates that
potential impairment exists, using discounted cash flows. The Company performs its assessment of goodwill at the reporting
unit level. Within the FSS International segment, each country is evaluated separately since such operating units are relatively
autonomous and separate goodwill balances have been recorded for each entity. The Company has completed its annual
goodwill impairment test for fiscal 2015, which determined goodwill was not impaired. The Company performs its annual
impairment test as of the end of the fiscal month August.
Goodwill, allocated by segment, is as follows (in thousands):
Segment
FSS North America
FSS International
Uniform
October 3,
2014
$ 3,583,656
431,245
574,779
$
$ 4,589,680
$
Other intangible assets consist of (in thousands):
Acquisitions and
Divestitures
Translation
October 2,
2015
— $
—
—
— $
(291) $ 3,583,365
400,824
(30,421)
—
574,779
(30,712) $ 4,558,968
Gross
Amount
October 2, 2015
Accumulated
Amortization
Net
Amount
Gross
Amount
October 3, 2014
Accumulated
Amortization
Net
Amount
Customer relationship assets
$ 1,859,689
Trade names
748,809
$ 2,608,498
$ (1,494,885)
(1,633)
747,176
$ (1,496,518) $ 1,111,980
755,400
$ 2,640,622
(1,633)
753,767
$ (1,387,881) $ 1,252,741
364,804
$ 1,885,222
$ (1,386,248) $
498,974
Acquisition-related intangible assets consist of customer relationship assets, the Aramark trade name and other trade names.
Customer relationship assets are being amortized principally on a straight-line basis over the expected period of benefit, 3 to 24
years, with a weighted average life of approximately 12 years. The Aramark trade name is an indefinite lived intangible asset
and is not amortizable but is evaluated for impairment at least annually. The Company completed its annual trade name
impairment test for fiscal 2015, which did not result in an impairment charge.
Intangible assets of approximately $3.3 million were acquired through certain immaterial business combinations during fiscal
2015. Amortization of intangible assets for fiscal 2015, fiscal 2014 and fiscal 2013 was approximately $133 million, $158
million and $192 million, respectively.
S-14
S-14
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Based on the recorded balances at October 2, 2015, total estimated amortization of all acquisition-related intangible assets for
fiscal years 2016 through 2020 follows (in thousands):
2016
2017
2018
2019
2020
$
$
$
$
$
96,961
74,043
50,866
41,302
40,679
NOTE 5. BORROWINGS:
Long-term borrowings are summarized in the following table (in thousands):
Senior secured revolving credit facility
Senior secured term loan facility, due July 2016
Senior secured term loan facility, due September 2019
Senior secured term loan facility, due February 2021
5.75% senior notes, due March 2020
Receivables Facility, due May 2017
Capital leases
Other
Less—current portion
October 2,
2015
October 3,
2014
$
$
70,000
74,130
1,195,697
2,501,141
1,000,000
350,000
57,660
45,089
5,293,717
(81,427)
5,212,290
$
$
—
74,884
1,351,189
2,559,925
1,000,000
350,000
54,420
55,176
5,445,594
(89,805)
5,355,789
As of October 2, 2015, there was approximately $437.4 million of outstanding foreign currency borrowings.
Senior Secured Credit Agreement
Senior Secured Term Loan Facilities
The senior secured term loan facility consists of the following subfacilities as of October 2, 2015:
•
•
•
•
•
•
A U.S. dollar denominated term loan to Aramark Services, Inc. in the amount of $1,195.7 million (due 2019) and
$2,108.8 million (due 2021);
A U.S. dollar denominated term loan to a Canadian subsidiary in the amount of $74.1 million (due 2016);
A yen denominated term loan to Aramark Services, Inc. in the amount of ¥4,966.8 million (approximately $41.4
million due 2021);
A Canadian dollar denominated term loan to a Canadian subsidiary in the amount of CAD33.5 million (approximately
$25.4 million due 2021);
A euro denominated term loan to an Irish subsidiary in an amount of €137.4 million (approximately $154.0 million
due 2021); and
A sterling denominated term loan to a U.K. subsidiary in an amount of £112.8 million (approximately $171.5 million
due 2021);
The primary borrower under the senior secured credit facilities is Aramark Services, Inc. In addition, certain subsidiaries of
Aramark Services, Inc. are borrowers under certain subfacilities of the term loan facility and/or the revolving credit facility. The
Company is not a guarantor under the senior secured credit facilities and is not subject to the covenants or obligations under the
senior secured credit agreement.
Debt of $74.1 million related to the U.S. dollar denominated term loan to a Canadian subsidiary, contractually due 2016, has
been classified as noncurrent in the Consolidated Balance Sheets as the Company has the ability and intent to finance the
repayment of this term loan through additional borrowings under the Senior Secured Credit Agreement (see Note 18).
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Senior Secured Revolving Credit Facility
The senior secured revolving credit facility consists of the following subfacilities:
•
•
A revolving credit facility available for loans in U.S. dollars to Aramark Services, Inc. with aggregate commitments of
$680 million (due February 24, 2019); and
A revolving credit facility available for loans in Canadian dollars or U.S. dollars to Aramark Services, Inc. or a
Canadian subsidiary with aggregate commitments of $50 million (due February 24, 2019).
2014 Amendment Agreement
On February 24, 2014, Aramark Services, Inc. entered into an Amendment Agreement (“2014 Amendment Agreement”) to the
Amended and Restated Credit Agreement dated as of March 26, 2010 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”). The 2014 Amendment Agreement amended and restated the Credit Agreement effective
as of February 24, 2014. Among other things, the 2014 Amendment Agreement provided for approximately $3,982.0 million in
the aggregate of new term loans, all of which were borrowed on February 24, 2014. $2,582.0 million of these new term loans
have a maturity date of February 24, 2021, with an acceleration to December 13, 2019 if the 5.75% Senior Notes due March 15,
2020 remain outstanding on December 13, 2019. The remaining $1,400.0 million of new term loans have a maturity date of
September 7, 2019. The term loans due on February 24, 2021 include €140.0 million of term loans denominated in euros,
£115.0 million of term loans denominated in sterling and ¥5,042.0 million of term loans denominated in yen. The proceeds of
the new term loans were used to refinance all existing term loans under the Credit Agreement with the exception of
approximately $75.0 million in term loans due 2016 borrowed by Aramark Services, Inc.’s Canadian subsidiary. All U.S. dollar
denominated new term loans have an applicable margin of 2.50% for eurocurrency (LIBOR) borrowings, subject to a LIBOR
floor of 0.75%, and an applicable margin of 1.50% for base-rate borrowings, subject to a minimum base rate of 1.75%. The new
yen denominated and euro denominated term loans have an applicable margin of 2.75%, subject to a LIBOR floor of 0.75%,
and the new sterling denominated terms loans have an applicable margin of 3.25%., subject to a LIBOR floor of 0.75%. The
term loans due on February 24, 2021 were borrowed with an original issue discount of 0.50%. The term loans due on
September 7, 2019 were borrowed with an original issue discount of 0.25%.
During fiscal 2014, approximately $22.9 million of lender fees and third-party costs directly attributable to the term loans of the
2014 Amendment Agreement were capitalized and are included in the Consolidated Balance Sheets. Approximately $3.4
million and $5.1 million of the third-party costs were paid to entities affiliated with GS Capital Partners and J.P. Morgan
Partners, respectively. The Company also recorded charges to "Interest and Other Financing Costs, net” in the Consolidated
Statements of Income during fiscal 2014 consisting of $13.1 million of third-party costs and $12.6 million of non-cash charges
for the write-off of deferred financing costs and original issue discount.
Amendment Agreement No. 1
On March 28, 2014, Aramark Services, Inc. entered into Amendment Agreement No. 1 to the 2014 Amendment Agreement,
which allowed Aramark Services, Inc. to borrow in a Canadian dollar denominated term loan in an amount of CAD34.0 million,
due February 2021.
The 2014 Amendment Agreement also extended, from January 26, 2017, to February 24, 2019, the maturity of $565.0 million
in revolving lender commitments and increased the revolving lender commitments by $165 million. During fiscal 2014,
approximately $4.8 million of third-party costs directly attributable to the revolving credit facility of the 2014 Amendment
Agreement were capitalized and are included in "Other Assets" in the Consolidated Balance Sheets.
The applicable margin spread for U.S. dollar borrowings under the $680.0 million of extended revolving credit commitments is
2.50% with respect to eurocurrency (LIBOR) borrowings and 1.50% with respect to base-rate borrowings. The applicable
margin spread for Canadian dollar borrowings under the revolving credit facility are 2.50% for BA (bankers’ acceptance) rate
borrowings and 1.50% for base rate borrowings. U.S. and Canadian swingline loans must be base rate borrowings.
In addition to paying interest on outstanding principal, the Company is required to pay a commitment fee to the lenders under
the revolving credit facility in respect of the unutilized commitments thereunder. The commitment fee rate is 0.50% per annum.
The Company's revolving credit facility includes a $250.0 million sublimit for letters of credit and includes borrowing capacity
available for short-term borrowings referred to as swingline loans subject to a sublimit.
The senior secured credit facilities provide that the Company has the right at any time to request up to $555.0 million of
incremental commitments in the aggregate under one or more incremental term loan facilities and/or synthetic letter of credit
facilities and/or revolving credit facilities and/or by increasing commitments under the revolving credit facility. The lenders
under these facilities are not under any obligation to provide any such incremental facilities or commitments, and any such
addition of or increase in facilities or commitments will be subject to pro forma compliance with an incurrence-based financial
S-16
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
covenant and customary conditions precedent. Our ability to obtain extensions of credit under these incremental facilities or
commitments is subject to the same conditions as extensions of credit under the existing credit facilities.
As of October 2, 2015, there was approximately $643.5 million available for borrowing on the revolving credit facility.
Prepayments and Amortization
The senior secured credit agreement requires us to prepay outstanding term loans, subject to certain exceptions, with:
•
•
•
50% of Aramark Services, Inc.’s annual excess cash flow (as defined in the senior secured credit agreement) with
stepdowns to 25% and 0% upon Aramark Services, Inc.’s reaching a certain consolidated leverage ratio threshold;
100% of the net cash proceeds of all nonordinary course asset sales or other dispositions of property subject to certain
exceptions and customary reinvestment rights; and
100% of the net cash proceeds of any incurrence of debt, including debt incurred by any business securitization
subsidiary in respect of any business securitization facility, but excluding proceeds from the receivables facilities and
other debt permitted under the senior secured credit agreement.
The foregoing mandatory prepayments will be applied to the term loan facilities as directed by us. The Company may
voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than
as set forth below and customary “breakage” costs with respect to LIBOR loans. Prepaid term loans may not be reborrowed.
During fiscal 2015, the Company made an optional prepayment of approximately $157.0 million of outstanding U.S. dollar
term loans. During fiscal 2014, the Company prepaid approximately $35.0 million to cover required principal payments on the
2019 term loan.
If a change of control as defined in the senior secured credit agreement occurs, this will cause an event of default under the
credit agreement. Upon an event of default, the senior secured credit facilities may be accelerated, in which case the Company
would be required to repay all outstanding loans plus accrued and unpaid interest and all other amounts outstanding under the
senior credit facilities.
The Company is required to repay installments on the loans under the term loan facilities in quarterly principal amounts of 1%
per annum of their funded total principal amount. This requirement does not apply to the senior secured term loan facility, due
September 2019, due to the principal prepayments made by the Company.
Guarantees and Certain Covenants
All obligations under the senior secured credit agreement are unconditionally guaranteed by ARAMARK Intermediate Holdco
Corporation and, subject to certain exceptions, substantially all of Aramark Services, Inc.’s existing and future domestic
subsidiaries (excluding certain immaterial and dormant subsidiaries, receivables facility subsidiaries, business securitization
subsidiaries and certain subsidiaries designated by us under our senior secured credit agreement as “unrestricted subsidiaries”),
referred to, collectively, as U.S. Guarantors. All obligations of each foreign borrower under the senior secured credit facilities
are unconditionally guaranteed by Aramark Services, Inc., the U.S. guarantors and, subject to certain exceptions and
qualifications, the respective other foreign borrowers. All obligations under the senior secured credit facilities, and the
guarantees of those obligations, are also secured by pledges of 100% of the capital stock of Aramark Services, Inc. and 100% of
the capital stock held by Aramark Services, Inc. or any of the U.S. Guarantors.
The senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain
exceptions, Aramark Services, Inc.’s ability to: incur additional indebtedness; issue preferred stock or provide guarantees;
create liens on assets; engage in mergers or consolidations; sell assets; pay dividends, make distributions or repurchase its
capital stock; make investments, loans or advances; repay or repurchase any notes; create restrictions on the payment of
dividends or other amounts to Aramark Services, Inc. from its restricted subsidiaries; make certain acquisitions; engage in
certain transactions with affiliates; amend material agreements governing Aramark Services, Inc.’s outstanding notes (or any
indebtedness that refinances the notes); and fundamentally change Aramark Services, Inc.’s business. In addition, the senior
secured revolving credit facility requires Aramark Services, Inc. to maintain a maximum senior secured leverage ratio and
imposes limitations on capital expenditures. The senior secured credit agreement also contains certain customary affirmative
covenants, such as financial and other reporting, and certain events of default. At October 2, 2015, Aramark Services, Inc. was
in compliance with all of these covenants.
The senior secured credit agreement requires Aramark Services, Inc. to maintain a maximum Consolidated Secured Debt Ratio,
defined as consolidated total indebtedness secured by a lien to Covenant Adjusted EBITDA, of 5.875x, being reduced over time
to 5.125x (as of October 2, 2015—5.25x). Consolidated total indebtedness secured by a lien is defined in the senior secured
credit agreement as total indebtedness outstanding under the senior secured credit agreement, capital leases, advances under the
Receivables Facility and any other indebtedness secured by a lien reduced by the lesser of the amount of cash and cash
S-17
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
equivalents on the consolidated balance sheet that is free and clear of any lien and $75 million. Non-compliance with the
maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under
such agreement, which, if Aramark Services, Inc.’s revolving credit facility lenders failed to waive any such default, would also
constitute a default under the indenture. The actual ratio at October 2, 2015 was 3.29x.
The senior secured credit agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant
Adjusted EBITDA to consolidated interest expense, as a condition for Aramark Services, Inc. to incur additional indebtedness
and to make certain restricted payments. The minimum Interest Coverage Ratio is 2.00x for the term of the senior secured credit
agreement. If Aramark Services, Inc. does not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis
for any such additional indebtedness or restricted payments, it could be prohibited from being able to incur additional
indebtedness, other than the additional funding provided for under the senior secured credit agreement and pursuant to specified
exceptions, and make certain restricted payments, other than pursuant to certain exceptions. Consolidated interest expense is
defined in the senior secured 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 Aramark Services,
Inc.’s estimated share of interest expense from one equity method investee. The actual ratio was 4.43x for the twelve months
ended October 2, 2015.
5.75% Senior Notes due 2020
On March 7, 2013, Aramark Services, Inc. issued $1,000 million of 5.75% Senior Notes due March 15, 2020 (the “Senior
Notes”) pursuant to an indenture, dated as of March 7, 2013 (the “Indenture”), entered into by Aramark Services, Inc. The
Senior Notes were issued at par. The Senior Notes are unsecured obligations of Aramark Services, Inc. The Senior Notes rank
equal in right of payment to all of Aramark Services, Inc.’s existing and future senior debt and senior in right of payment to all
of Aramark Services, Inc.’s existing and future debt that is expressly subordinated in right of payment to the Senior Notes. The
Senior Notes are guaranteed on a senior, unsecured basis by substantially all of the domestic subsidiaries of Aramark Services,
Inc. Interest on the Senior Notes is payable on March 15 and September 15 of each year. The Senior Notes and guarantees are
structurally subordinated to all of the liabilities of any of Aramark Services, Inc.’s subsidiaries that do not guarantee the Senior
Notes. The Company is a guarantor of Aramark Services, Inc.'s obligations with respect to the Senior Notes.
In the event of certain types of changes of control, the holders of the Senior Notes may require Aramark Services, Inc. to
purchase for cash all or a portion of their Senior Notes at a purchase price equal to 101% of the principal amount of such Senior
Notes, plus accrued and unpaid interest, if any, to the date of repurchase. Beginning March 15, 2015, Aramark Services, Inc.
has the option to redeem all or a portion of the Senior Notes at any time at the redemption prices set forth in the Indenture.
The Indenture contains covenants limiting Aramark Services, Inc.’s ability and the ability of its restricted subsidiaries to: incur
additional indebtedness or issue certain preferred shares; pay dividends and make certain distributions, investments and other
restricted payments; create certain liens; sell assets; enter into transactions with affiliates; limit the ability of restricted
subsidiaries to make payments to Aramark Services, Inc.; enter into sale and leaseback transactions; merge, consolidate, sell or
otherwise dispose of all or substantially all of Aramark Services, Inc.’s assets; and designate Aramark Services, Inc.’s
subsidiaries as unrestricted subsidiaries. The Indenture also provides for events of default which, if any of them occurs, would
permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable.
Future Maturities and Interest and Other Financing Costs, net
At October 2, 2015, annual maturities on long-term borrowings maturing in the next five fiscal years and thereafter (excluding
the $15.6 million discount on the senior secured term loan facilities) are as follows (in thousands):
2016
2017
2018
2019
2020
Thereafter
$
81,427
390,279
36,202
1,373,437
1,037,647
2,390,321
S-18
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of interest and other financing costs, net, are summarized as follows (in thousands):
Interest expense
Interest income
Other financing costs
Total
Fiscal Year Ended
October 2, 2015
October 3, 2014
September 27, 2013
$
$
286,261
(4,932)
4,613
285,942
$
$
334,442
(4,338)
4,782
334,886
$
$
425,625
(6,430)
4,650
423,845
NOTE 6. DERIVATIVE INSTRUMENTS:
The Company enters into contractual derivative arrangements to manage changes in market conditions related to interest on
debt obligations, foreign currency exposures and exposure to fluctuating gasoline and diesel fuel prices. Derivative instruments
utilized during the period include interest rate swap agreements, foreign currency forward exchange contracts, and gasoline and
diesel fuel agreements. All derivative instruments are recognized as either assets or liabilities on the balance sheet at fair value
at the end of each quarter. The counterparties to the Company’s contractual derivative agreements are all major international
financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The
Company continually monitors its positions and the credit ratings of its counterparties, and does not anticipate nonperformance
by the counterparties. For designated hedging relationships, the Company formally documents the hedging relationship and its
risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the
risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and
retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the
hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in
offsetting cash flows of hedged items.
Cash Flow Hedges
The Company has $2.9 billion notional amount of outstanding interest rate swap agreements, fixing the rate on a like amount of
variable rate borrowings. As a result of the amendment to the Company's senior secured credit agreement during fiscal 2014
("2014 Amendment Agreement"), the Company de-designated the interest rate swap agreements as the terms of the interest rate
swaps did not match the terms of the new term loans. Prior to the 2014 Amendment Agreement, these agreements met the
required criteria to be designated as cash flow hedging instruments. As a result of the de-designation, the mark-to-market values
of the Company's cash flow hedges included in Accumulated Other Comprehensive Loss, which was approximately $22.8
million of unrealized net of tax losses, were frozen as of the de-designation date and will be reclassified into earnings as the
underlying hedged transactions affect earnings. In February 2014, the Company amended the interest rate swap agreements to
match the terms of the new term loans under the 2014 Amendment Agreement to meet the criteria to be designated as cash flow
hedging instruments.
Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are
recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects
earnings. As of October 2, 2015 and October 3, 2014, approximately ($43.3) million and ($19.7) million of unrealized net of tax
losses related to the interest rate swaps were included in “Accumulated other comprehensive loss,” respectively. The hedge
ineffectiveness for these cash flow hedging instruments during fiscal 2015, fiscal 2014 and fiscal 2013 was not material.
The Company has $74.1 million of outstanding amortizing cross currency swaps to mitigate the risk of variability in principal
and interest payments on the Canadian subsidiary's variable rate debt denominated in U.S. dollars. As of October 2, 2015 and
October 3, 2014, unrealized net of tax losses of approximately ($5.8) million and ($6.5) million related to the cross currency
swap were included in “Accumulated other comprehensive loss,” respectively. The hedge ineffectiveness for this cash flow
hedging instrument during fiscal 2015, fiscal 2014 and fiscal 2013 was not material.
The following table summarizes the net of tax effect of our derivatives designated as cash flow hedging instruments on
Comprehensive Income (in thousands):
Interest rate swap agreements
Cross currency swap agreements
(18,654) $
13,917
(4,737) $
$
$
S-19
October 2, 2015
October 3, 2014
Fiscal Year Ended
854
(3,050)
(2,196) $
September 27, 2013
7,598
$
1,514
9,112
S-19
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Derivatives not Designated in Hedging Relationships
In fiscal 2013, as a result of an amendment to the senior secured credit agreement, the Company elected to de-designate the
cross currency swaps that hedged the Canadian subsidiary's term loan with a maturity date of January 26, 2014. As a result,
changes in the fair value of these swaps are recorded in earnings. During the second quarter of fiscal 2014, the cross currency
swap matured. For fiscal 2014 and fiscal 2013, the Company recorded a pretax gain of approximately $5.8 million and $3.0
million for the change in the fair value of these swaps in “Interest and Other Financing Costs, net” in the Consolidated
Statements of Income, respectively.
The Company entered into a series of pay fixed/receive floating gasoline and diesel fuel agreements based on the Department of
Energy weekly retail on-highway index in order to limit its exposure to price fluctuations for gasoline and diesel fuel. During
fiscal 2015, the Company entered into contracts for approximately 13.5 million gallons. As of October 2, 2015, the Company
has contracts for approximately 12.8 million gallons outstanding for fiscal 2016. The Company does not record its gasoline and
diesel fuel agreements as hedges for accounting purposes. During fiscal 2015 and fiscal 2014, the Company recorded pretax
losses of $4.4 million and $1.8 million in the Consolidated Statements of Income for the change in the fair value of these
agreements. The impact on earnings related to the change in fair value of these contracts for fiscal year 2013 was not material.
As of October 2, 2015, the Company had foreign currency forward exchange contracts outstanding with notional amounts of
€43.3 million, £23.9 million, CAD82.8 million and DKK18.4 million to mitigate the risk of changes in foreign currency
exchange rates on short-term intercompany loans to certain international subsidiaries. Gains and losses on these foreign
currency exchange contracts are recognized in income as the contracts were not designated as hedging instruments,
substantially offsetting currency transaction gains and losses on the short-term intercompany loans.
The following table summarizes the location and fair value, using Level 2 inputs, of the Company’s derivatives designated and
not designated as hedging instruments in the Consolidated Balance Sheets (in thousands):
Balance Sheet Location
October 2, 2015
October 3, 2014
ASSETS
Designated as hedging instruments:
Cross currency swap agreements
Prepayments
Not designated as hedging instruments:
Foreign currency forward exchange contracts
Prepayments
LIABILITIES
Designated as hedging instruments:
Interest rate swap agreements
Interest rate swap agreements
Cross currency swap agreements
Accrued Expenses
Other Noncurrent Liabilities
Other Noncurrent Liabilities
Not designated as hedging instruments:
Foreign currency forward exchange contracts
Gasoline and diesel fuel agreements
Accounts Payable
Accounts Payable
$
$
$
$
7,523
$
—
7,523
6,086
51,762
—
57,848
922
4,419
63,189
$
$
$
—
379
379
—
27,015
7,467
34,482
—
1,783
36,265
S-20
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the location of (gain) loss reclassified from “Accumulated other comprehensive loss” into
earnings for derivatives designated as hedging instruments and the location of (gain) loss for our derivatives not designated as
hedging instruments in the Consolidated Statements of Income (in thousands):
Account
October 2,
2015
October 3,
2014
September 27,
2013
Fiscal Year Ended
Designated as hedging instruments:
Interest rate swap agreements
Cross currency swap agreements
Interest Expense
Interest Expense
Not designated as hedging instruments:
Cross currency swap agreements
Interest Expense
Gasoline and diesel fuel agreements
Cost of services provided
Foreign currency forward exchange contracts
Interest Expense
$
$
$
31,367
(11,224)
20,143
$
$
31,511
(5,590)
25,921
$
$
23,479
289
23,768
— $
8,512
(4,821)
3,691
(5,111) $
1,696
3,644
229
181
7
2,697
2,885
$
23,834
$
26,150
$
26,653
The Company previously entered into a Japanese yen denominated term loan in the amount of ¥4,966.8 million. The term loan
was designated as a hedge of the Company's net Japanese currency exposure represented by the equity investment in our
Japanese affiliate, AIM Services Co., Ltd.
At October 2, 2015, the net of tax loss expected to be reclassified from “Accumulated other comprehensive loss” into earnings
over the next twelve months based on current market rates is approximately $19.5 million.
NOTE 7. EMPLOYEE PENSION AND PROFIT SHARING PLANS:
In the United States, the Company maintains qualified contributory and non-contributory defined contribution retirement plans
for eligible employees, with Company contributions to the plans based on earnings performance or salary level. The Company
also has a non-qualified retirement savings plan for certain employees. The total expense of the above plans for fiscal 2015,
fiscal 2014 and fiscal 2013 was $29.0 million, $27.7 million and $32.4 million, respectively. The Company also maintains
similar contributory and non-contributory defined contribution retirement plans at several of its international operations. The
total expense of these international plans for fiscal 2015, fiscal 2014 and fiscal 2013 was $8.5 million, $9.6 million and $8.5
million, respectively. Additionally, the Company maintains several contributory and non-contributory defined benefit pension
plans, primarily in Canada and the United Kingdom.
The following table sets forth the components of net periodic pension cost for the Company’s single-employer defined benefit
pension plans for fiscal 2015, fiscal 2014 and fiscal 2013 (in thousands):
October 2, 2015
October 3, 2014
September 27, 2013
Fiscal Year Ended
Service cost
Interest cost
Expected return on plan assets
Settlements
Amortization of prior service cost
Recognized net loss
Net periodic pension cost
9,478
12,367
(16,970)
52
165
1,658
6,750
$
$
9,550
13,571
(16,544)
527
52
1,131
8,287
$
$
$
$
S-21
11,045
12,693
(14,256)
308
119
3,436
13,345
S-21
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table set forth changes in the projected benefit obligation and the fair value of plan assets for these plans (in
thousands):
Change in benefit obligation:
Benefit obligation, beginning
Foreign currency translation
Service cost
Interest cost
Employee contributions
Actuarial loss (gain)
Benefits paid
Settlements and curtailments
Benefit obligation, ending
Change in plan assets:
Fair value of plan assets, beginning
Foreign currency translation
Employer contributions
Employee contributions
Actual return on plan assets
Benefits paid
Settlements
Fair value of plan assets, end
Funded Status at end of year
October 2, 2015
October 3, 2014
$
$
$
$
$
326,729
(34,384)
9,478
12,367
2,597
(252)
(14,256)
(192)
302,087
276,934
(31,144)
59,155
2,597
11,321
(14,256)
(231)
304,376
2,289
$
$
$
$
$
296,389
(17,401)
9,550
13,571
2,978
38,274
(13,529)
(3,103)
326,729
248,679
(14,451)
23,769
2,978
32,596
(13,529)
(3,108)
276,934
(49,795)
Amounts recognized in the Consolidated Balance Sheets consist of the following (in thousands):
October 2, 2015
October 3, 2014
Noncurrent benefit asset (included in Other Assets)
$
5,548
$
Current benefit liability (included in Accrued expenses
and other current liabilities)
Noncurrent benefit liability (included in Other
Noncurrent Liabilities)
Net actuarial loss (included in Accumulated other
comprehensive (income) loss before taxes)
Prior service cost (included in Accumulated other
comprehensive (income) loss before taxes)
—
(3,259)
62,308
26
—
(955)
(48,840)
65,104
36
The following weighted average assumptions were used to determine pension expense of the respective fiscal years:
Discount rate
Rate of compensation increase
Long-term rate of return on assets
October 2, 2015
October 3, 2014
4.0%
3.3%
6.6%
4.6%
3.3%
6.6%
The following weighted average assumptions were used to determine the funded status of the respective fiscal years:
Discount rate
Rate of compensation increase
October 2, 2015
October 3, 2014
3.9%
3.2%
4.0%
3.3%
Assumptions are adjusted annually, as necessary, based on prevailing market conditions and actual experience.
S-22
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accumulated benefit obligation as of October 2, 2015 was $279.6 million. During fiscal 2015, actuarial losses of
approximately $5.0 million were recognized in other comprehensive loss (before taxes) and $1.6 million of amortization of
actuarial losses was recognized as net periodic pension cost during such period. The estimated portion of net actuarial loss
included in accumulated other comprehensive income (loss) as of October 2, 2015 expected to be recognized in net periodic
pension cost during fiscal 2016 is approximately $1.7 million (before taxes).
The accumulated benefit obligation as of October 3, 2014 was $302.8 million. During fiscal 2014, actuarial losses of
approximately $21.3 million were recognized in other comprehensive (loss) (before taxes) and $1.1 million of amortization of
actuarial losses was recognized as net periodic pension cost during such period.
The following table sets forth information for the Company’s single-employer pension plans with an accumulated benefit
obligation in excess of plan assets as of October 2, 2015 and October 3, 2014 (in thousands):
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
October 2, 2015
October 3, 2014
$
$
23,475
21,871
8,717
148,459
144,165
109,789
Assets of the plans are invested with the goal of principal preservation and enhancement over the long-term. The primary goal
is total return, consistent with prudent investment management. The Company’s investment policies also require an appropriate
level of diversification across the asset categories. The current overall capital structure and targeted ranges for asset classes are
50-70% invested in equity securities, 25-50% invested in debt securities and 0-5% in real estate investments. Performance of
the plans is monitored on a regular basis and adjustments of the asset allocations are made when deemed necessary.
The weighted-average long-term rate of return on assets has been determined based on an estimated weighted-average of long-
term returns of major asset classes, taking into account historical performance of plan assets, the current interest rate
environment, plan demographics, acceptable risk levels and the estimated value of active asset management.
The fair value of plan assets for the Company’s defined benefit pension plans as of October 2, 2015 and October 3, 2014 is as
follows (see Note 16 for a description of the fair value levels) (in thousands):
Cash and cash equivalents and other
Investment funds:
Pooled funds—equity
Pooled funds—fixed income
Real estate
Total
Cash and cash equivalents and other
Investment funds:
Pooled funds—equity
Pooled funds—fixed income
Real estate
Total
October 2, 2015
Quoted prices in
active markets
Level 1
Significant other
observable inputs
Level 2
Significant
unobservable inputs
Level 3
44,318
$
44,318
154,112
96,998
8,948
304,376
$
154,112
96,998
$
44,318
$
251,110
$
$
8,948
8,948
October 3, 2014
Quoted prices in
active markets
Level 1
Significant other
observable inputs
Level 2
Significant
unobservable inputs
Level 3
697
$
697
168,605
98,951
8,681
276,934
$
168,605
98,951
$
697
$
267,556
$
$
8,681
8,681
$
$
$
$
The fair value of the pooled separate accounts is based on the value of the underlying assets, as reported to the Plan by the
trustees. The pooled separate account is comprised of a portfolio of underlying securities that can be valued on active markets.
Fair value is calculated by applying the Plan’s percentage ownership in the pooled separate account to the total market value of
the account’s underlying securities, and is therefore categorized as Level 2 as the Plan does not directly own shares in these
underlying investments. Investments in equity securities include publicly-traded domestic companies (approximately 25%) and
international companies (approximately 75%) that are diversified across industry, country and stock market capitalization.
Investments in fixed income securities include domestic (approximately 16%) and international (approximately 84%) corporate
bonds and government securities. Substantially all of the real estate investments are in international markets. Cash and cash
equivalents include direct cash holdings, which are valued based on cost, and short-term deposits and investments in money
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
market funds for which fair value measurements are all based on quoted prices for similar assets or liabilities in markets that are
active.
It is the Company’s policy to fund at least the minimum required contributions as outlined in the required statutory actuarial
valuation for each plan. During fiscal 2015, the Company made voluntary pension contributions above the minimum required
of approximately $45 million. The following table sets forth the benefits expected to be paid in the next five fiscal years and in
aggregate for the five fiscal years thereafter by the Company’s defined benefit pension plans (in thousands):
Fiscal 2016
Fiscal 2017
Fiscal 2018
Fiscal 2019
Fiscal 2020
Fiscal 2021 – 2025
$
11,505
11,703
11,583
12,114
12,281
68,432
The estimated benefit payments above are based on assumptions about future events. Actual benefit payments may vary
significantly from these estimates.
The expected contributions to be paid to the Company’s defined benefit pension plans during fiscal 2016 are approximately
$10.8 million.
Multiemployer Defined Benefit Pension Plans
The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining
agreements ("CBA") that cover its union-represented employees. The risks of participating in these multiemployer plans are
different from single-employer plans in the following respects:
a. Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of
other participating employers.
b.
c.
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by
the remaining participating employers.
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.
The Company's participation in these plans for fiscal 2015 is outlined in the table below. The “EIN/Pension Plan Number”
column provides the Employee Identification Number (EIN) and the three-digit plan number, if applicable. Unless otherwise
noted, the most recent Pension Protection Act (PPA) zone status available in 2015 and 2014 is for the plans' two most recent
fiscal year-ends. The zone status is based on information that the Company received from the plan and is certified by the plan's
actuary. Among other factors, plans in the critical and declining zone are generally less than 65% funded and projected to
become insolvent in the next 15 or 20 years depending on the ratio of active to inactive participants, plans in the critical zone
are generally less than 65% funded, plans in the endangered zone are less than 80% funded, and plans in the green zone are at
least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan
(FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the
CBA(s) to which the plans are subject. There have been no significant changes that affect the comparability of fiscal 2015,
fiscal 2014 and fiscal 2013 contributions.
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pension
Fund
National Retirement Fund
EIN/
Pension
Plan
Number
13-6130178
/ 001
Pension Protection
Act Zone Status
2015
Critical
2014
FIP/RP Status
Pending/
Implemented
Contributions by the Company
(in thousands)
2015
2014
2013
Critical
Implemented
$
6,580 $
6,304 $
6,011
Service Employees Pension
Fund of Upstate New York (1)
16-0908576
/ 001
Local 1102 Retirement Trust
(2)
13-1847329
/ 001
Critical
Critical
Implemented
Critical
Critical
Implemented
527
300
440
334
360
275
Central States SE and SW
Areas Pension Plan
36-6044243
/ 001
Critical and
Declining
Critical
Implemented
3,659
3,549
3,415
Pension Plan for Hospital &
Health Care Employees
Philadelphia & Vicinity
Retail, Wholesale and
Department Store International
Union and Industry Pension
Fund
Local 731 IBT Textile
Maintenance and Laundry
Craft Pension Fund
23-2627428
/ 001
63-0708442
/ 001
51-6056180
/ 001
SEIU National Industry
Pension Fund
52-6148540
/ 001
Automotive Industries Pension
Plan (3)
94-1133245
/ 001
Local 171 Pension Plan
37-6155648
/ 001
Other funds
Total contributions
Endangered Endangered
Implemented
Critical
Green
Pending
Critical
Critical
Implemented
Critical
Critical
Implemented
N/A
Critical
N/A
Critical
Critical
Implemented
198
321
768
298
10
79
13,663
13,227
13,021
$
26,403 $
25,123 $
24,263
Surcharge
Imposed
No
No
No
No
No
Range of
Expiration
Dates of
CBAs
2/28/2014 -
9/1/2018
9/30/2014 -
6/30/2015
10/31/2017
- 6/30/2019
1/31/2007 -
3/30/2018
1/31/2018
5/13/2014 -
1/29/2018
156
161
307
306
Yes
668
453
No
4/29/2016
47
29
62
173
28
60
No
No
No
4/14/2016 -
12/31/2016
N/A
7/7/2017
(1)
(2)
(3)
Over 60% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2015.
Over 90% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2019.
During fiscal 2014, the Company negotiated with a union to discontinue its participation in this fund.
The Company provided more than 5 percent of the total contributions for the following plans and plan years:
Pension
Fund
Local 1102 Retirement Trust
Service Employees Pension Fund of
Upstate New York
Local 731 IBT Textile Maintenance and
Laundry Craft Pension Fund
Contributions to the plan
exceeded more than 5%
of total contributions (as
of the plan's year-end)
12/31/ 2014 and 12/31/2013
12/31/ 2014 and 12/31/2013
12/31/ 2014 and 12/31/2013
Local 171 Pension Plan
12/31/ 2014 and 12/31/2013
At the date the Company's financial statements were issued, Forms 5500 were not available for the plan years ending in 2015.
NOTE 8. INCOME TAXES:
The Company accounts for income taxes using the asset and liability method. Under this method, the provision for income
taxes represents income taxes payable or refundable for the current year plus the change in deferred taxes during the year.
Deferred taxes result from differences between the financial and tax bases of the Company’s assets and liabilities and are
adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred
tax assets when it is more likely than not that a tax benefit will not be realized. Interest and penalties related to income tax
matters are included in the provision for income taxes.
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of income from continuing operations before income taxes by source of income are as follows (in
thousands):
United States
Non-U.S.
The provision for income taxes consists of (in thousands):
Current:
Federal
State and local
Non-U.S.
Deferred:
Federal
State and local
Non-U.S.
Fiscal Year Ended
October 2, 2015
October 3, 2014
September 27, 2013
250,069
91,927
341,996
$
$
110,936
118,741
229,677
$
$
18,557
72,072
90,629
October 2, 2015
October 3, 2014
September 27, 2013
Fiscal Year Ended
64,221
15,223
29,684
109,128
(585)
(208)
(3,315)
(4,108)
105,020
$
$
6,692
5,308
30,846
42,846
32,843
2,515
2,014
37,372
80,218
$
$
2,740
126
34,158
37,024
(1,007)
(656)
(16,128)
(17,791)
19,233
$
$
$
$
Current taxes receivable of $72.3 million and $85.8 million at October 2, 2015 and October 3, 2014, respectively, are included
in “Prepayments and other current assets.”
The provision for income taxes varies from the amount determined by applying the United States Federal statutory rate to
pretax income as a result of the following (all percentages are as a percentage of income from continuing operations before
income taxes):
United States statutory income tax rate
Increase (decrease) in taxes, resulting from:
State income taxes, net of Federal tax benefit
Foreign taxes
Permanent book/tax differences
Uncertain tax positions
Tax credits & other
Effective income tax rate
October 2, 2015
October 3, 2014
September 27, 2013
Fiscal Year Ended
35.0%
2.9
(3.7)
0.3
(0.5)
(3.3)
30.7%
35.0%
2.2
(2.3)
2.7
(0.4)
(2.3)
34.9%
35.0%
1.0
(2.2)
1.8
(1.6)
(12.8)
21.2%
The effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available to the Company
in the various jurisdictions in which it operates. Judgment is required in determining the effective tax rate and in evaluating the
Company’s tax positions. The Company establishes reserves when, despite the belief that the Company’s tax return positions
are supportable, the Company believes that certain positions are likely to be challenged and that the Company may not succeed.
The Company adjusts these reserves in light of changing facts and circumstances, such as the progress of a tax audit. The
effective tax rate includes the impact of reserve provisions and changes to the reserve that the Company considers appropriate,
as well as related interest and penalties.
As of October 2, 2015, certain subsidiaries have recorded deferred tax assets of $19.2 million associated with accumulated
federal, state and foreign net operating loss carryforwards. The Company has approximately $8.6 million valuation allowance
as of October 2, 2015 against these carryforwards due to the uncertainty of its realization. The table of deferred tax assets
shown below does not include certain deferred tax assets at October 2, 2015 and October 3, 2014 that arose directly from tax
deductions related to equity compensation in excess of compensation recognized for book purposes. The unrecognized tax
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
benefits, as of October 2, 2015 and October 3, 2014, attributable to these net operating losses was approximately $4.2 million
and $5.2 million, respectively. The Company has elected to follow the tax law ordering approach to determine the sequence in
which NOL carryforwards are utilized. Additionally, capital surplus will be increased by approximately $4.2 million if and
when such deferred tax assets are ultimately realized. The federal, state and foreign net operating loss carryforwards will expire
from 2015 through 2025.
As of October 2, 2015, the Company has approximately $4.5 million of foreign tax credit carryforwards, which expire in 2025.
The Company believes it is more likely than not that it will be able to generate taxable income in the future sufficient to utilize
these carryforwards, and no valuation allowance is necessary. The Company does not currently hold significant or excessive
cash balances at any of its foreign operations and does not consider any of its unremitted earnings to be permanently reinvested.
Therefore, the Company has provided a deferred tax liability for incremental United States taxes on all unremitted earnings.
As of October 2, 2015 and October 3, 2014, the components of deferred taxes are as follows (in thousands):
October 2, 2015
October 3, 2014
Deferred tax liabilities:
Derivatives
Property and equipment
Investments
Other intangible assets, including goodwill
Inventory and Other
Gross deferred tax liability
Deferred tax assets:
Derivatives
Insurance
Employee compensation and benefits
Accruals and allowances
Net operating loss/credit carryforwards and other
Gross deferred tax asset, before valuation allowances
Valuation allowances
$
— $
54,218
29,526
654,568
110,869
849,181
5,282
21,737
219,645
20,836
32,884
300,384
(8,630)
557,427
$
2,322
52,484
36,233
674,097
94,597
859,733
—
27,574
210,906
22,216
43,320
304,016
(12,032)
567,749
Net deferred tax liability
$
Current deferred tax liabilities of $22.0 million and $14.7 million are included in "Accrued expenses and other current
liabilities" as of October 2, 2015 and October 3, 2014, respectively. Deferred tax liabilities of $535.4 million and $553.0 million
as of October 2, 2015 and October 3, 2014, respectively, are included in “Deferred Income Taxes and Other Noncurrent
Liabilities."
The Company had approximately $21.4 million of total gross unrecognized tax benefits as of October 2, 2015, all of which, if
recognized, would impact the effective tax rate. A reconciliation of the beginning and ending amount of gross unrecognized tax
benefits follows (in thousands):
Balance, beginning of year
Additions based on tax positions taken in the current year
Additions/Reductions for tax positions taken in prior years
Reductions for remeasurements, settlements and payments
Reductions due to statute expiration
Balance, end of year
October 2, 2015
October 3, 2014
$
$
$
26,217
270
1,715
(6,004)
(786)
21,412
$
27,337
804
3,306
(597)
(4,633)
26,217
The effective tax rate for fiscal 2015 includes a benefit of approximately $4.8 million resulting from the gross reversal of
reserves for uncertain tax positions related to audit settlements and the expiration of statutes of limitations, offset by an increase
in tax expense for uncertain tax positions taken in the current and prior years. The benefit is offset by a write-off of current
income taxes receivable of approximately $3.5 million related to Work Opportunity Tax Credits.
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company had approximately $5.6 million and $5.9 million accrued for interest and penalties as of October 2, 2015 and
October 3, 2014, respectively, and recorded approximately ($0.2) million and ($1.0) million in interest and penalties during
fiscal 2015 and fiscal 2014, respectively.
The Company does not expect the amount of unrecognized tax benefits to significantly change within the next 12 months.
The Company has substantially concluded all United States federal income tax matters for years through 2013. The Company's
federal income tax returns for fiscal years ended September 28, 2012 and September 27, 2013 were under examination by the
Internal Revenue Service in the first quarter of 2015 and were settled in the fourth quarter of 2015 with no significant
adjustments. The Company believes that adequate amounts have been reserved for any adjustments which may ultimately result
from examinations after years 2013.
Generally, a number of years may elapse before a particular tax reporting year is audited and finally resolved. The Company has
open tax years in its jurisdictions ranging from 1 to 10 years. While it is often difficult to predict the final outcome or the timing
of resolution of any particular tax matter, the Company does not anticipate any adjustments resulting from state or foreign tax
audits would result in a material change to the results of operations or financial condition. However, unfavorable settlement of
any particular issue would require use of the Company's cash.
NOTE 9. STOCKHOLDERS' EQUITY:
During the first quarter of fiscal 2014, the Company completed an IPO of 28.0 million shares of its common stock at a price of
$20.00 per share, raising approximately $524.1 million, net of costs directly related to the IPO. The Company used the net
proceeds to repay borrowings on the senior secured revolving credit facility and a portion of the principal on the senior secured
term loan facility. In addition, the Company paid cash bonuses and certain other expenses of approximately $5.0 million related
to the IPO which were included in the Consolidated Statements of Income for fiscal 2014.
During the fourth quarter of fiscal 2015, the Company completed a repurchase of 1.5 million shares of its common stock for
approximately $48.5 million.
During the fiscal years ended October 2, 2015 and October 3, 2014, the Company paid dividends of approximately $81.9
million and $52.2 million, respectively, to its stockholders. On November 17, 2015, the Company's Board declared a $0.095
dividend per share of common stock, payable on December 9, 2015, to shareholders of record on the close of business on
November 30, 2015.
NOTE 10. SHARE-BASED COMPENSATION:
On November 12, 2013, the Board of Directors (the "Board") approved, and the stockholders of Aramark adopted by written
consent, the Aramark 2013 Stock Incentive Plan (the “2013 Stock Plan”), which became effective on December 1, 2013. The
2013 Stock Plan provides that the total number of shares of common stock that may be issued under the 2013 Stock Plan is
25,500,000.
Share-based compensation expense charged to expense for fiscal 2015, fiscal 2014 and fiscal 2013 was approximately $66.4
million, before taxes of approximately $26.0 million, approximately $96.3 million, before taxes of approximately $37.6 million,
and approximately $19.4 million, before taxes of approximately $7.6 million, respectively. The compensation expense
recognized is classified as "Selling and general corporate expenses" in the Consolidated Statements of Income. No
compensation expense was capitalized.
Cash received from option exercises during fiscal 2015, fiscal 2014 and fiscal 2013 was $39.9 million, $4.4 million and $5.6
million, respectively. For fiscal 2015, fiscal 2014 and fiscal 2013, the amount of tax benefit on option exercises and restricted
stock unit deliveries included in “Other financing activities” in the Consolidated Statements of Cash Flows was $66.3 million,
$40.5 million and $4.8 million, respectively.
Stock Options
Time-Based Options
The fair value of the Time-Based Options granted was estimated using the Black-Scholes option pricing model and the
weighted-average assumptions noted in the table below. The expected volatility is based on an average of the historical
volatility of the Company’s competitors’ stocks over the expected term of the stock options. The expected life represents the
period of time that options granted are expected to be outstanding and is calculated using the simplified method as permitted
under Securities and Exchange Commission (“SEC”) rules and regulations due to the lack of history of our equity incentive
plan. The simplified method uses the midpoint between an option's vesting date and contractual term. The risk-free rate is based
on the United States Treasury security with terms equal to the expected life of the option as of the grant date.
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Expected volatility
Expected dividend yield
Expected life (in years)
Risk-free interest rate
October 2, 2015
30%
1.05% - 1.20%
6.25
1.60% - 2.07%
Fiscal Year Ended
October 3, 2014
30%
1.5%
6.25
2.06% - 2.33%
September 27, 2013
30%
0%
6.25
1.02% - 2.36%
The weighted-average grant-date fair value of Time-Based Options granted during fiscal 2015, fiscal 2014 and fiscal 2013 was
$8.34, $6.72 and $5.41 per option, respectively.
Compensation expense for Time-Based Options is recognized on a straight-line basis over the vesting period during which
employees perform related services. Approximately $16.4 million, $12.9 million and $9.3 million was charged to expense
during fiscal 2015, fiscal 2014 and fiscal 2013 for Time-Based Options, respectively. The Company has applied a forfeiture
assumption of 8.7% per annum in the calculation of such expense.
As of October 2, 2015, there was approximately $30.8 million of unrecognized compensation expense related to nonvested
Time-Based Options, which is expected to be recognized over a weighted-average period of approximately 2.53 years.
A summary of Time-Based Options activity is presented below:
Options
Outstanding at October 3, 2014
Granted
Exercised
Forfeited and expired
Outstanding at October 2, 2015
Exercisable at October 2, 2015
Expected to vest at October 2, 2015
Shares
(000s)
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value ($000s)
Weighted-
Average
Remaining
Term (Years)
15,749
2,857
$
$
(4,840) $
(500) $
13,266
6,176
5,874
$
$
$
13.37
28.85
8.65
18.29
18.24
13.37
22.85
$
$
$
167,226
107,838
47,035
7.1
5.9
8.3
The total intrinsic value of Time-Based Options exercised during fiscal 2015, fiscal 2014 and fiscal 2013 was $107.8 million,
$79.9 million and $17.2 million, respectively. The total fair value of Time-Based Options that vested during fiscal 2015, fiscal
2014 and fiscal 2013 was $13.7 million, $13.2 million and $3.9 million, respectively.
Performance-Based Options
The fair value of the Performance-Based Options was estimated using the Black-Scholes option pricing model and the
weighted-average assumptions noted in the table below. The expected volatility is based on an average of the historical
volatility of the Company’s competitors’ stocks over the expected term of the stock options. The expected life represents the
period of time that options granted are expected to be outstanding and is calculated using the simplified method as permitted
under SEC rules and regulations due to the lack of history of our equity incentive plan. The simplified method uses the
midpoint between an option's vesting date and contractual term. The risk-free rate is based on the United States Treasury
security with terms equal to the expected life of the option as of the grant date.
Expected volatility
Expected dividend yield
Expected life (in years)
Risk-free interest rate
October 2, 2015
25%
1.09% - 1.20%
4.0 - 4.5
1.53% - 1.63%
Fiscal Year Ended
October 3, 2014
30%
1.5%
4.0 - 5.0
0.65% - 1.47%
September 27, 2013
30%
0%
4.5 - 5.5
0.61% - 0.85%
The weighted-average grant-date fair value of the Performance-Based Options granted during fiscal 2015, fiscal 2014 and fiscal
2013 was $15.01, $9.20 and $4.54 per option, respectively.
During the first quarter of fiscal 2014, the Compensation Committee approved an amendment to all outstanding 2007
Management Stock Incentive Plan (the "2007 MSIP") Option Agreements (the “Performance Option Amendment”) modifying
the vesting provisions relating to outstanding performance-based options granted under the 2007 MSIP. The Performance
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Option Amendment provided that in the event of an initial public offering of Aramark, subject to continued employment on
such date, 50% of any then-unvested performance-based options that did not meet applicable performance thresholds in prior
years (the “Missed Year Options”) would become vested if the initial public offering price for the common stock of Aramark
equals or exceeds $20.00 per share. In addition, during the 18 month period following the initial public offering, if the closing
trading price for common stock of Aramark equals or exceeds $25.00 per share over any consecutive twenty day trading period,
100% of the Missed Year Options will become vested. There were a total of approximately 5.0 million Missed Year Options
which fully vested by the second quarter of fiscal 2014 as all performance targets were met.
Compensation expense for Performance-Based Options is recognized principally on a straight-line basis over the requisite
performance and service periods. During fiscal 2015, fiscal 2014 and fiscal 2013, $10.8 million, $58.5 million, which includes
approximately $50.9 million related to the missed year options that were modified, and $6.4 million was charged to expense for
Performance-Based Options, respectively. The Company has applied a forfeiture assumption of 8.7% per annum in the
calculation of such expense.
During the third quarter of fiscal 2015, all unvested performance-based options granted under the 2007 MSIP vested due to the
sponsors of the Company's 2007 going-private transaction achieving the required rate of return on their sales of the Company's
stock to constitute a return-based event under the original terms of such options related to approximately 0.7 million shares.
A summary of Performance-Based Options activity is presented below:
Options
Outstanding at October 3, 2014
Granted
Exercised
Forfeited and expired
Outstanding at October 2, 2015
Exercisable at October 2, 2015
Expected to vest at October 2, 2015
Shares
(000s)
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value ($000s)
Weighted-
Average
Remaining
Term (Years)
9,330
$
— $
(4,460) $
(85) $
$
$
— $
4,785
4,785
9.36
—
7.82
12.19
10.74
10.74
$
$
— $
96,123
96,123
—
4.8
4.8
—
The total intrinsic value of Performance-Based Options exercised during fiscal 2015, fiscal 2014 and fiscal 2013 was $102.9
million, $74.6 million and $8.5 million, respectively. The total fair value of Performance-Based Options that vested during
fiscal 2015, fiscal 2014 and fiscal 2013 was $16.4 million, $58.8 million and $0.2 million, respectively.
Deferred Stock Units
Deferred stock units are issued only to non-employee members of the Board of Directors of the Company and represent the
right to receive shares of the Company’s common stock in the future. Each deferred stock unit will be converted to one share of
the Company’s common stock six months and one day after the date on which such director ceases to serve as a member of the
Board of Directors. The grant-date fair value of deferred stock units is based on the fair value of the Company’s common stock.
The deferred stock units vest at the time of the next annual meeting of stockholders (which is generally one year after grant).
The Company granted 35,163 deferred stock units during fiscal 2015. The compensation cost charged to expense during fiscal
2015, fiscal 2014 and fiscal 2013 for deferred stock units was approximately $0.6 million, $1.5 million and $0.6 million,
respectively.
Time-Based Restricted Stock Units
The Restricted Stock Unit Agreement provides for grants of restricted stock units ("RSUs"), 25% of which will vest and be
settled in shares on each of the first four anniversaries of the date of grant, subject to the participant's continued employment
with the Company through each such anniversary. The RSU grant in connection with the IPO and certain other grants vest and
settle in shares generally on each of the first three anniversaries of the date of grant, subject to the participant's continued
employment with the Company through each such anniversary. The grant-date fair value of RSUs is based on the fair value of
the Company’s common stock. Participants holding RSUs will receive the benefit of any dividends paid on shares in the form
of additional RSUs. The unvested units are subject to forfeiture if employment is terminated other than due to death, disability
or retirement, and the units are nontransferable while subject to forfeiture.
S-30
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Stock Units
Outstanding at October 3, 2014
Granted
Vested
Forfeited
Outstanding at October 2, 2015
Units
(000s)
Weighted Average
Grant Date Fair
Value
2,770
520
(867)
(141)
2,282
$19.22
$29.48
$19.16
$19.02
$21.61
The compensation cost charged to expense during fiscal 2015, fiscal 2014 and fiscal 2013 for RSUs was approximately $19.5
million, $14.2 million and $1.3 million, respectively. As of October 2, 2015, there was approximately $30.2 million of
unrecognized compensation expense related to nonvested RSUs, which is expected to be recognized over a weighted-average
period of approximately 2.12 years.
Performance Stock Units
Under the 2013 Stock Plan, the Company is authorized to grant Performance Stock Units ("PSUs") to its employees. A
participant is eligible to become vested in a number of PSUs equal to a percentage, higher or lower, of the target number of
PSUs granted based on the level of the Company’s achievement of the performance condition. The first 33% of the award will
vest on the first anniversary of the grant date if and to the extent the Company achieves these performance conditions while the
remaining 67% will generally vest ratably over the next two anniversaries of the date of grant, subject to the achievement of the
performance condition in the first year of grant and the participant's continued employment with the Company through each
such anniversary. The grant-date fair value of the PSUs is based on the fair value of the Company's common stock.
Performance Stock Units
Outstanding at October 3, 2014
Granted
Vested
Forfeited
Outstanding at October 2, 2015
Units
(000s)
Weighted
Average Grant
Date Fair Value
711
826
(222)
(45)
1,270
$24.21
$28.85
$24.10
$25.77
$27.20
The compensation cost charged to expense during fiscal 2015 and fiscal 2014 for PSUs was approximately $17.4 million and
$7.2 million, respectively. As of October 2, 2015, there was approximately $11.5 million of unrecognized compensation
expense related to nonvested PSUs, which is expected to be recognized over a weighted-average period of approximately 1.43
years.
NOTE 11. EARNINGS PER SHARE:
Basic earnings per share is computed using the weighted average number of common shares outstanding during the periods
presented. Diluted earnings per share is computed using the weighted average number of common shares outstanding adjusted
to include the potentially dilutive effect of stock awards.
S-31
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the computation of basic and diluted earnings per share attributable to the Company's
stockholders (in thousands, except per share data):
Earnings:
Income from Continuing Operations attributable to
Aramark stockholders
Loss from Discontinued Operations, net of tax
Net income attributable to Aramark stockholders
Shares:
Basic weighted-average shares outstanding
Effect of dilutive securities
Diluted weighted-average shares outstanding
Basic Earnings Per Share:
Income from Continuing Operations
Loss from Discontinued Operations
Diluted Earnings Per Share:
Income from Continuing Operations
Loss from Discontinued Operations
Fiscal Year Ended
October 2, 2015
October 3, 2014
September 27, 2013
$235,946
—
$235,946
237,616
9,000
246,616
$0.99
—
$0.99
$0.96
—
$0.96
$148,956
—
$148,956
225,866
11,585
237,451
$0.66
—
$0.66
$0.63
—
$0.63
$70,386
(1,030)
$69,356
201,916
7,454
209,370
$0.35
(0.01)
$0.34
$0.34
(0.01)
$0.33
Share-based awards to purchase 2.5 million, 1.5 million and 6.0 million shares were outstanding at October 2, 2015, October 3,
2014 and September 27, 2013, respectively, but were not included in the computation of diluted earnings per common share, as
their effect would have been antidilutive. In addition, performance-based options and performance stock units of approximately
0.8 million and 7.8 million shares were outstanding at October 3, 2014 and September 27, 2013, respectively, but were not
included in the computation of diluted earnings per common share, as the performance targets were not yet met.
NOTE 12. ACCOUNTS RECEIVABLE SECURITIZATION:
The Company has an agreement (the "Receivables Facility") with two financial institutions where we sell on a continuous basis
an undivided interest in all eligible trade accounts receivable, as defined in the Receivables Facility. The maximum amount
available under the Receivables Facility is $350.0 million and the Receivables Facility expires in May 2017. In addition, the
Receivables Facility includes a seasonal tranche which increases the capacity of the Receivables Facility by $25.0 million from
November to March. Pursuant to the Receivables Facility, the Company formed ARAMARK Receivables, LLC, a wholly-
owned, consolidated, bankruptcy-remote subsidiary. ARAMARK Receivables, LLC was formed for the sole purpose of buying
and selling receivables generated by certain subsidiaries of the Company. Under the Receivables Facility, the Company and
certain of its subsidiaries transfer without recourse all of their accounts receivable to ARAMARK Receivables, LLC. As
collections reduce previously transferred interests, interests in new, eligible receivables are transferred to ARAMARK
Receivables, LLC, subject to meeting certain conditions. At both October 2, 2015 and October 3, 2014, the amount of
outstanding borrowings under the Receivables Facility was $350.0 million and is included in “Long-Term Borrowings."
NOTE 13. COMMITMENTS AND CONTINGENCIES:
The Company has capital and other purchase commitments of approximately $458.4 million at October 2, 2015, primarily in
connection with commitments for capital projects and client contract investments. At October 2, 2015, the Company also has
letters of credit outstanding in the amount of $63.7 million.
Certain of the Company’s lease arrangements, primarily vehicle leases, with terms of one to eight years, contain provisions
related to residual value guarantees. The maximum potential liability to the Company under such arrangements was
S-32
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Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
approximately $124.3 million at October 2, 2015 if the terminal fair value of vehicles coming off lease was zero. Consistent
with past experience, management does not expect any significant payments will be required pursuant to these arrangements.
No amounts have been accrued for guarantee arrangements at October 2, 2015.
Rental expense for all operating leases was $181.8 million, $188.0 million and $179.3 million for fiscal 2015, fiscal 2014 and
fiscal 2013, respectively. Following is a schedule of the future minimum rental and similar commitments under all
noncancelable operating leases as of October 2, 2015 (in thousands):
2016
2017
2018
2019
2020
2021-Thereafter
Total minimum rental obligations
$
$
221,521
85,947
72,232
44,721
33,208
75,359
532,988
From time to time, the Company and its subsidiaries are a party to various legal actions, proceedings and investigations
involving claims incidental to the conduct of their business, including actions by clients, consumers, employees, government
entities and third parties, including under federal, state, international, national, provincial and local employment laws, wage and
hour laws, discrimination laws, immigration laws, human health and safety laws, import and export controls and customs laws,
environmental laws, false claims or whistleblower statutes, minority, women and disadvantaged business enterprise statutes, tax
codes, antitrust and competition laws, consumer protection statutes, procurement regulations, intellectual property laws, food
safety and sanitation laws, cost and accounting principles, the Foreign Corrupt Practices Act, the U.K. Bribery Act, other anti-
corruption laws, lobbying laws, motor carrier safety laws, data privacy and security laws and alcohol licensing and service
laws, or alleging negligence and/or breaches of contractual and other obligations. Based on information currently available,
advice of counsel, available insurance coverage, established reserves and other resources, the Company does not believe that
any such actions are likely to be, individually or in the aggregate, material to its business, financial condition, results of
operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of
these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial
condition, results of operations or cash flows.
S-33
S-33
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14. QUARTERLY RESULTS (Unaudited):
The following tables summarize the Company's unaudited quarterly results for fiscal 2015 and fiscal 2014 (in thousands):
Quarter Ended
Sales
$
3,702,353
$
3,594,627
$
3,486,203
$
3,545,952
Cost of services provided
3,287,281
3,239,214
3,164,700
3,189,230
January 2, 2015
April 3, 2015
July 3, 2015
October 2, 2015
Income from Continuing Operations
Net income attributable to Aramark
stockholders
Earnings per share:
85,620
85,497
60,105
59,823
34,038
33,761
Basic
Diluted
$
$
0.36
0.35
$
0.25
0.24
$
0.14
0.14
57,213
56,865
0.24
0.23
Dividends declared per common share
0.08625
0.08625
0.08625
0.08625
Quarter Ended
December 27,
2013
March 28, 2014
June 27, 2014
October 3, 2014
Sales
$
3,763,081
$
3,502,007
$
3,620,057
$
3,947,768
Cost of services provided
3,354,819
3,159,808
3,275,409
3,573,882
Income from Continuing Operations
Net income attributable to Aramark
stockholders
Earnings per share:
Basic
Diluted
Dividends declared per common share
44,916
44,762
13,117
12,916
46,916
46,873
$
$
0.22
0.21
—
$
0.06
0.05
0.075
$
0.20
0.19
0.075
44,510
44,405
0.19
0.18
0.075
NOTE 15. BUSINESS SEGMENTS:
The Company reports its operating results in three reportable segments: FSS North America, FSS International and Uniform.
Corporate includes general expenses and assets not specifically allocated to an individual segment and share-based
compensation expense (see Note 10). Financial information by segment follows (in millions):
Sales
Fiscal Year Ended
October 2, 2015
October 3, 2014
9,950.3
$
2,858.2
1,520.6
10,232.8
3,111.2
1,488.9
14,329.1
$
14,832.9
$
September 27, 2013
9,594.2
$
2,940.2
1,411.3
13,945.7
FSS North America
FSS International
Uniform
S-34
$
$
S-34
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FSS North America
FSS International
Uniform
Corporate
Operating Income
Interest and Other Financing Costs, net
Income from Continuing Operations Before Income
Taxes
$
Operating Income
Fiscal Year Ended
October 2, 2015
October 3, 2014
$
494.5
95.3
191.8
781.6
(153.7)
627.9
(285.9)
501.3
106.2
172.1
779.6
(215.0)
564.6
(334.9)
$
September 27, 2013
403.2
68.1
117.3
588.6
(74.2)
514.4
(423.8)
$
342.0
$
229.7
$
90.6
Depreciation and Amortization
Fiscal Year Ended
$
$
$
$
FSS North America
FSS International
Uniform
Corporate
FSS North America
FSS International
Uniform
Corporate
* Includes amounts acquired in business combinations
FSS North America
FSS International
Uniform
Corporate
October 2, 2015
October 3, 2014
385.2
$
47.1
70.2
1.5
381.0
59.2
79.6
1.8
September 27, 2013
374.2
$
504.0
$
521.6
$
Capital Expenditures and
Client Contract Investments and Other*
October 2, 2015
October 3, 2014
Fiscal Year Ended
395.3
$
49.1
72.6
7.4
431.3
48.4
53.8
18.4
September 27, 2013
283.3
$
64.0
102.0
1.9
542.1
63.0
46.7
0.1
393.1
524.4
$
551.9
$
Identifiable Assets
October 2, 2015
October 3, 2014
$
$
6,955.9
$
1,369.9
1,751.7
146.6
7,072.9
1,485.3
1,695.7
201.8
10,224.1
$
10,455.7
S-35
S-35
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following geographic data include sales generated by subsidiaries within that geographic area and net property &
equipment based on physical location (in millions):
United States
Foreign
$
$
10,727.8
3,601.3
14,329.1
$
$
10,798.5
4,034.4
14,832.9
$
September 27, 2013
10,025.0
$
3,920.7
13,945.7
Sales
Fiscal Year Ended
October 2, 2015
October 3, 2014
United States
Foreign
Property and Equipment, net
October 2, 2015
October 3, 2014
$
$
817.0
142.3
959.3
$
$
834.4
162.9
997.3
NOTE 16. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Assets and liabilities recorded at fair value are classified based upon the
level of judgment associated with the inputs used to measure their fair value. The hierarchical levels related to the subjectivity
of the valuation inputs are defined as follows:
•
•
•
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
Recurring Fair Value Measurements
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable,
borrowings and derivatives. Management believes that the carrying value of cash and cash equivalents, accounts receivable and
accounts payable are representative of their respective fair values. In conjunction with the fair value measurement of the
derivative instruments, the Company made an accounting policy election to measure the credit risk of its derivative instruments
that are subject to master netting agreements on a net basis by counterparty portfolio, the gross values would not be materially
different. The fair value of the Company’s debt at October 2, 2015 and October 3, 2014 was $5,341.3 million and $5,441.5
million, respectively. The carrying value of the Company’s debt at October 2, 2015 and October 3, 2014 was $5,293.7 million
and $5,445.6 million, respectively. The fair values were computed using market quotes, if available, or based on discounted
cash flows using market interest rates as of the end of the respective periods. The inputs utilized in estimating the fair value of
the Company's debt has been classified as level 2 in the fair value hierarchy levels.
NOTE 17. RELATED PARTY TRANSACTIONS:
Net payments in fiscal 2015, fiscal 2014 and fiscal 2013 to entities affiliated with GS Capital Partners pursuant to interest rate
swap transactions were approximately $6.1 million, $7.9 million and $3.1 million, respectively. The net payments in fiscal
2015, fiscal 2014 and fiscal 2013 to entities affiliated with J.P. Morgan Partners pursuant to interest rate swap transactions were
approximately $4.0 million, $6.9 million and $5.5 million, respectively. In August 2015, these companies sold their remaining
shares of Aramark common stock and are no longer viewed as related parties.
S-36
S-36
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18. SUBSEQUENT EVENTS
During the first quarter of fiscal 2016, the Company repaid a U.S. dollar denominated term loan of a Canadian subsidiary in the
amount of $74.1 million using borrowings available under its senior secured revolving credit facility. As a result of this
repayment, the Company terminated its $74.1 million of outstanding amortizing cross currency swaps agreements previously
designated as cash flow hedges. The termination of these agreements resulted in the Company receiving $5.7 million of
proceeds.
NOTE 19. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF ARAMARK AND SUBSIDIARIES:
The following condensed consolidating financial statements of the Company have been prepared pursuant to Rule 3-10 of
Regulation S-X.
These condensed consolidating financial statements have been prepared from the Company’s financial information on the same
basis of accounting as the consolidated financial statements. Interest expense and certain other costs are partially allocated to all
of the subsidiaries of the Company. Goodwill and other intangible assets have been allocated to the subsidiaries based on
management’s estimates. The 5.75% Senior Notes are an obligation of the Company's wholly-owned subsidiary, Aramark
Services, Inc., and are jointly and severally guaranteed on a senior unsecured basis by the Company and substantially all of the
Company’s existing and future domestic subsidiaries (excluding the Receivables Facility subsidiary) (“Guarantors”). Each of
the Guarantors is wholly-owned, directly or indirectly, by the Company. All other subsidiaries of the Company, either direct or
indirect, do not guarantee the Senior Notes (“Non-Guarantors”). The Guarantors also guarantee certain other debt.
S-37
S-37
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATING BALANCE SHEETS
October 2, 2015
(in millions)
Aramark
Services,
Inc.
(Issuer)
Aramark
(Parent)
Guarantors
Non
Guarantors
Eliminations
Consolidated
ASSETS
Current Assets:
Cash and cash equivalents
$
— $
31.8
$
42.8
$
47.8
$
— $
122.4
3.7
295.6
1,145.3
16.0
59.7
111.2
20.7
173.1
487.6
74.4
900.4
785.2
3,982.8
479.5
985.5
919.8
71.7
102.8
1,367.6
153.4
403.1
16.1
96.8
229.0
1,883.5
5,586.0
—
—
29.7
67.8
$
1,883.5
$ 5,988.5
$ 8,053.2
$ 2,266.0
$
Receivables
Inventories, at lower of cost or
market
Prepayments and other current assets
Total current assets
Property and Equipment, net
Goodwill
Investment in and Advances to
Subsidiaries
Other Intangible Assets
Other Assets
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term
borrowings
Accounts payable
Accrued expenses and other
liabilities
Total current liabilities
Long-term Borrowings
Deferred Income Taxes and Other
Noncurrent Liabilities
Intercompany Payable
Common Stock Subject to Repurchase and
Other
Total Stockholders' Equity
—
—
—
—
—
—
—
0.1
0.1
—
—
—
—
$
— $
21.9
$
13.0
$
46.5
$
— $
152.8
419.3
278.0
135.5
310.2
4,394.0
415.3
—
—
818.6
1,250.9
44.5
500.6
5,096.8
10.1
295.2
619.7
773.8
21.4
1,075.8
—
(6,172.6)
1,883.4
869.0
1,150.3
$
1,883.5
$ 5,988.5
$ 8,053.2
—
(224.7)
$ 2,266.0
$
10.1
—
(1,794.6)
1,883.4
(7,967.1) $ 10,224.1
(7,965.1)
—
(2.0)
1,214.6
(7,967.1) $ 10,224.1
—
—
—
—
—
—
—
0.1
0.1
—
1,444.6
575.3
236.9
2,379.2
959.3
4,559.0
—
1,112.0
81.4
850.1
1,249.5
2,181.0
5,212.3
937.3
—
S-38
S-38
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATING BALANCE SHEETS
October 3, 2014
(in millions)
Aramark
Services,
Inc.
(Issuer)
Aramark
(Parent)
Guarantors
Non
Guarantors
Eliminations
Consolidated
ASSETS
Current Assets:
Cash and cash equivalents
$
— $
26.3
$
41.6
$
43.8
$
— $
111.7
0.2
265.4
1,316.9
—
—
—
—
—
—
15.4
73.5
115.4
24.9
173.1
1,718.8
5,677.4
—
—
29.7
70.1
458.7
67.4
833.1
796.5
3,982.8
433.0
1,101.3
821.4
79.7
76.1
1,516.5
175.9
433.8
65.7
121.7
261.5
—
—
—
—
—
—
(7,894.9)
—
(2.0)
$ 1,718.8
$ 6,090.6
$
7,968.1
$ 2,575.1
1,151.0
$ (7,896.9) $ 10,455.7
$
— $
22.0
$
13.0
$
54.8
$
— $
—
0.8
0.8
—
—
—
—
189.8
140.8
352.6
4,503.7
372.3
—
—
577.4
861.1
1,451.5
41.3
535.5
4,968.2
9.9
961.7
219.0
300.1
573.9
810.8
—
0.1
0.1
—
85.3
1,291.5
—
(6,259.7)
Total Stockholders' Equity
1,718.0
862.0
$ 1,718.8
$ 6,090.6
$
7,968.1
—
(186.4)
$ 2,575.1
—
(1,637.3)
1,718.0
$ (7,896.9) $ 10,455.7
Receivables
Inventories, at lower of cost or
market
Prepayments and other current assets
Total current assets
Property and Equipment, net
Goodwill
Investment in and Advances to Subsidiaries
Other Intangible Assets
Other Assets
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current Liabilities:
Current maturities of long-term
borrowings
Accounts payable
Accrued expenses and other liabilities
Total current liabilities
Long-term Borrowings
Deferred Income Taxes and Other
Noncurrent Liabilities
Intercompany Payable
Common Stock Subject to Repurchase and
Other
1,582.5
553.8
217.0
2,465.0
997.3
4,589.7
—
1,252.7
89.8
986.2
1,302.9
2,378.9
5,355.8
993.1
—
9.9
S-39
S-39
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the year ended October 2, 2015
(in millions)
Sales
Costs and Expenses:
Cost of services provided
Depreciation and amortization
Selling and general corporate
expenses
Interest and other financing costs, net
Expense allocations
Income before Income Taxes
Provision for Income Taxes
Equity in Net Income of Subsidiaries
Net income
Less: Net income attributable to
noncontrolling interest
Net income attributable to Aramark
stockholders
Other comprehensive loss, net of tax
Comprehensive income (loss)
attributable to Aramark
stockholders
Aramark
(Parent)
$
— $
Aramark
Services,
Inc.
(Issuer)
1,014.8
Guarantors
Non
Guarantors
Eliminations
Consolidated
$
9,517.3
$ 3,797.0
$
— $ 14,329.1
—
—
2.2
—
(2.2)
—
—
—
236.0
236.0
—
900.1
11.4
162.4
255.8
(334.8)
994.9
19.9
6.0
—
13.9
—
8,438.8
415.9
135.4
(2.4)
306.9
3,541.5
76.7
16.8
32.5
30.1
9,294.6
3,697.6
222.7
70.0
—
152.7
1.0
99.4
29.0
—
70.4
—
70.4
236.0
13.9
151.7
—
—
—
—
—
—
—
—
(236.0)
(236.0)
—
12,880.4
504.0
316.8
285.9
—
13,987.1
342.0
105.0
—
237.0
1.0
(236.0)
236.0
(60.3)
(12.9)
(3.0)
(78.9)
94.8
(60.3)
$
175.7
$
1.0
$
148.7
$
(8.5) $
(141.2) $
175.7
S-40
S-40
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the year ended October 3, 2014
(in millions)
Sales
Costs and Expenses:
Cost of services provided
Depreciation and amortization
Selling and general corporate
expenses
Interest and other financing costs
Expense allocations
Income (Loss) from Continuing
Operations before Income Taxes
Provision (Benefit) for Income Taxes
Equity in Net Income of Subsidiaries
Net income (loss)
Less: Net income attributable to
noncontrolling interest
Net income (loss) attributable to
Aramark stockholders
Other comprehensive income (loss),
net of tax
Comprehensive income (loss)
attributable to Aramark
stockholders
Aramark
(Parent)
Aramark
Services,
Inc.
(Issuer)
Guarantors
Non
Guarantors
Eliminations
Consolidated
$
— $
1,047.4
$
9,544.7
$ 4,240.8
$
— $ 14,832.9
929.1
13.7
8,506.4
412.1
—
—
7.8
—
(7.8)
—
—
—
149.0
149.0
—
216.6
302.9
(376.9)
1,085.4
(38.0)
(15.6)
—
(22.4)
—
149.0
(22.4)
3,928.4
95.8
19.2
33.2
42.4
139.2
(1.2)
342.3
9,398.8
4,119.0
145.9
62.9
—
83.0
0.5
82.5
121.8
32.9
—
88.9
—
88.9
—
—
—
—
—
—
—
—
(149.0)
(149.0)
—
13,363.9
521.6
382.8
334.9
—
14,603.2
229.7
80.2
—
149.5
0.5
(149.0)
149.0
(47.1)
12.1
(0.6)
(82.6)
71.1
(47.1)
$
101.9
$
(10.3) $
81.9
$
6.3
$
(77.9) $
101.9
S-41
S-41
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the year ended September 27, 2013
(in millions)
Sales
Costs and Expenses:
Cost of services provided
Depreciation and amortization
Selling and general corporate
expenses
Interest and other financing costs, net
Expense allocations
Income (Loss) from Continuing
Operations before Income Taxes
Provision (Benefit) for Income Taxes
Equity in Net Income of Subsidiaries
Income (Loss) from Continuing
Operations
Loss from Discontinued Operations,
net of tax
Net income (loss)
Less: Net income attributable to
noncontrolling interests
Net income (loss) attributable to
Aramark stockholders
Other comprehensive income (loss),
net of tax
Comprehensive income attributable to
Aramark stockholders
Aramark
(Parent)
Aramark
Services,
Inc.
(Issuer)
Guarantors
Non
Guarantors
Eliminations
Consolidated
$
— $
1,034.0
$
8,792.8
$ 4,118.8
$
— $ 13,945.6
—
—
0.9
51.0
—
51.9
(51.9)
(19.2)
102.1
69.4
—
69.4
—
69.4
14.5
996.6
21.0
7,811.8
418.9
3,852.8
102.2
82.5
342.4
(362.8)
1,079.7
125.7
(2.7)
326.1
18.8
33.1
36.7
8,679.8
4,043.6
(45.7)
(31.9)
—
(13.8)
—
(13.8)
—
(13.8)
34.8
113.0
52.3
—
60.7
(1.0)
59.7
0.8
58.9
0.6
75.2
18.0
—
57.2
—
57.2
0.2
57.0
—
—
—
—
—
—
—
—
(102.1)
(102.1)
—
(102.1)
—
(102.1)
12,661.2
542.1
227.9
423.8
—
13,855.0
90.6
19.2
—
71.4
(1.0)
70.4
1.0
69.4
14.5
83.9
$
83.9
$
21.0
$
59.5
$
37.8
$
(118.3) $
(19.2)
(16.2)
S-42
S-42
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the year ended October 2, 2015
(in millions)
Aramark
(Parent)
Aramark
Services,
Inc.
(Issuer)
Guarantors
Non
Guarantors
Eliminations
Consolidated
$
(0.7) $
51.0
$
319.0
$
318.6
$
(4.9) $
683.0
Net cash provided by (used in) operating
activities
Cash flows from investing activities:
Purchases of property and equipment,
client contract investments and
other
Disposals of property and equipment
Acquisitions of businesses, net of cash
acquired
Other investing activities
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term borrowings
Payments of long-term borrowings
Payments of dividends
Proceeds from issuance of common
stock
Repurchase of common stock
Other financing activities
Change in intercompany, net
Net cash provided by (used in) financing
activities
Increase in cash and cash equivalents
Cash and cash equivalents, beginning of
period
Cash and cash equivalents, end of period
$
— $
—
—
—
—
—
—
—
—
—
—
—
0.7
0.7
—
—
(13.9)
0.5
—
(1.0)
(14.4)
70.0
(178.9)
(81.9)
39.9
(50.2)
66.4
103.6
(31.1)
5.5
(445.0)
8.9
(3.4)
(0.7)
(440.2)
—
(14.7)
—
—
—
(3.9)
141.0
122.4
1.2
(65.5)
9.7
—
6.1
(49.7)
1.9
(16.0)
—
—
—
(0.6)
(250.2)
(264.9)
4.0
26.3
31.8
$
41.6
42.8
$
43.8
47.8
$
—
—
—
—
—
—
—
—
—
—
—
4.9
4.9
—
—
— $
(524.4)
19.1
(3.4)
4.4
(504.3)
71.9
(209.6)
(81.9)
39.9
(50.2)
61.9
—
(168.0)
10.7
111.7
122.4
S-43
S-43
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the year ended October 3, 2014
(in millions)
Aramark
Services,
Inc.
(Issuer)
Aramark
(Parent)
Guarantors
Non
Guarantors
Eliminations
Consolidated
$
0.5
$
65.6
$
470.5
$
(105.4) $
(33.1) $
398.1
Net cash provided by (used in) operating
activities
Cash flows from investing activities:
Purchases of property and equipment,
client contract investments and
other
Disposals of property and equipment
Proceeds from divestitures
Acquisitions of businesses, net of cash
acquired
Other investing activities
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term borrowings
Payments of long-term borrowings
Net change in funding under the
Receivables Facility
Payments of dividends
Proceeds from initial public offering,
net
Proceeds from issuance of common
stock
Repurchase of common stock
Other financing activities
Change in intercompany, net
Net cash provided by (used in) financing
activities
Increase (decrease) in cash and cash
equivalents
Cash and cash equivalents, beginning of
period
—
—
—
—
—
—
—
—
—
524.1
—
—
—
(20.2)
8.4
—
—
0.3
(11.5)
1,293.7
(1,877.4)
—
(52.2)
—
4.4
(4.7)
4.4
(524.6)
581.0
(456.7)
6.2
24.0
(13.2)
14.0
(425.7)
—
(14.5)
—
—
—
—
—
(6.4)
(22.8)
(68.3)
13.9
—
(8.2)
(5.4)
(68.0)
277.1
(86.7)
50.0
—
—
—
—
(4.0)
(66.7)
(0.5)
(50.8)
(43.7)
169.7
—
—
3.3
23.0
26.3
$
1.1
40.5
41.6
(3.7)
47.5
43.8
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
33.1
33.1
—
—
— $
(545.2)
28.5
24.0
(21.4)
8.9
(505.2)
1,570.8
(1,978.6)
50.0
(52.2)
524.1
4.4
(4.7)
(6.0)
—
107.8
0.7
111.0
111.7
Cash and cash equivalents, end of period
$
— $
S-44
S-44
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the year ended September 27, 2013
(in millions)
Aramark
Services,
Inc.
(Issuer)
Aramark
(Parent)
Non
Guarantor
s
Guarantors
Elimination
s
Consolidated
$
599.9
$
97.7
$
585.5
$
64.0
$
(651.2) $
695.9
Net cash provided by (used in) operating
activities
Cash flows from investing activities:
Purchases of property and
equipment, client contract
investments and other
Disposals of property and equipment
Proceeds from divestitures
Acquisitions of businesses, net of
cash acquired
Other investing activities
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from long-term borrowings
—
—
—
—
—
—
—
Payments of long-term borrowings
(600.0)
Net change in funding under the
Receivables Facility
Proceeds from issuance of common
stock
Repurchase of common stock
Distribution in connection with spin-
off of Seamless
Other financing activities
Change in intercompany, net
—
—
—
—
—
—
Net cash provided by (used in) financing
activities
Decrease in cash and cash equivalents
Cash and cash equivalents, beginning of
period
(600.0)
(0.1)
0.1
Cash and cash equivalents, end of period
$
— $
(14.3)
—
—
—
(1.4)
(15.7)
(292.4)
5.4
0.9
(22.6)
27.4
(281.3)
(86.2)
5.9
—
—
(8.1)
(88.4)
3,071.4
(2,521.2)
—
(13.7)
9.1
(180.0)
—
5.6
(42.4)
(47.4)
(50.3)
(502.1)
(86.4)
(4.4)
—
—
—
—
(2.7)
(289.0)
(305.4)
(1.2)
36.2
—
—
—
(0.9)
139.9
4.3
(20.1)
27.4
23.0
$
41.7
40.5
$
67.6
47.5
—
—
—
—
—
—
—
—
—
—
—
—
—
—
651.2
651.2
—
—
$
— $
(392.9)
11.3
0.9
(22.6)
17.9
(385.4)
3,080.5
(3,314.9)
36.2
5.6
(42.4)
(47.4)
(53.9)
—
(336.3)
(25.8)
136.8
111.0
S-45
S-45
Aramark 2015 Form 10-K ARAMARK AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
Balance,
Beginning of
Period
Additions
Charged to
Income
Reductions
Deductions
from
Reserves
(1)
Balance,
End of
Period
Description
Fiscal Year 2015
Reserve for doubtful accounts, advances & current
notes receivable
Fiscal Year 2014
Reserve for doubtful accounts, advances & current
notes receivable
Fiscal Year 2013
Reserve for doubtful accounts, advances & current
notes receivable
$
$
$
37,381 $
16,220 $
14,578 $
39,023
34,676 $
15,037 $
12,332 $
37,381
41,212 $
11,297 $
17,833 $
34,676
(1) Amounts determined not to be collectible and charged against the reserve and translation.
S-46
S-46
Aramark 2015 Form 10-K Copies of any of the following exhibits are available to Stockholders for the cost of reproduction upon written request from the
Secretary, Aramark, 1101 Market Street, Philadelphia, PA 19107.
Exhibit No.
Description
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation of Aramark (incorporated by reference to Exhibit 3.1 to
Aramark’s Current Report on Form 8-K filed with the SEC on December 16, 2013, pursuant to the Exchange Act
(file number 001-36223)).
3.2 Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.1 to Aramark’s Current Report on
Form 8-K filed with the SEC on May 15, 2014, pursuant to the Exchange Act (file number 001-36223)).
3.3 Amended and Restated By-laws of Aramark (incorporated by reference to Exhibit 3.2 to Aramark’s Current
Report on Form 8-K filed with the SEC on May 15, 2014, pursuant to the Exchange Act
(file number 001-36223)).
4.1
Indenture, dated as of March 7, 2013, among Aramark Services, Inc., the guarantors named therein and The Bank
of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Aramark Services, Inc.’s Current
Report on Form 8-K filed with the SEC on March 7, 2013 pursuant to the Exchange Act
(file number 001-04762)).
4.3 First Supplemental Indenture, dated as of December 17, 2013, among ARAMARK Holdings Corporation and The
Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 to Aramark’s Form S-4 filed with
the SEC on December 17, 2013 (file number 333-192907)).
4.4 Second Supplemental Indenture, dated as of December 17, 2013, among the entities listed in Schedule I thereto
and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 to Aramark’s Form S-4
filed with the SEC on December 17, 2013 (file number 333-192907)).
10.1 Amendment Agreement, dated as of February 24, 2014 (the “2014 Amendment Agreement”), to the Credit
Agreement, dated as of January 26, 2007, as amended and restated as of March 26, 2010, as further amended and
supplemented prior to the date of the Amendment Agreement by and among Aramark Services, Inc., ARAMARK
Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings
GMBH & Co. KG, ARAMARK GMBH, ARAMARK Intermediate Holdco Corporation, the Guarantors (as
defined therein) party thereto, the Lenders (as defined therein) and JPMorgan Chase Bank, N.A., as administrative
agent, collateral agent, issuing bank and as LC facility issuing bank and the other parties thereto from time to time
(incorporated by reference to Exhibit 10.67 to Aramark’s Form S-1/A filed with the SEC on February 26, 2014
(file number 333-194077)) .
10.2 Amendment Agreement No. 1, dated as of March 28, 2014, to the Amendment Agreement, dated as of
February 24, 2014, to the Credit Agreement, dated as of January 26, 2007, as amended and restated as of
March 26, 2010, as further amended and supplemented prior to the date of the Amendment Agreement by and
among Aramark Services, Inc., ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland
Holdings Limited, ARAMARK Holdings GMBH & Co. KG, ARAMARK GMBH, ARAMARK Intermediate
Holdco Corporation, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein) and
JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, issuing bank and as LC facility issuing
bank and the other parties thereto from time to time (incorporated by reference to Exhibit 10.1 to Aramark’s
Quarterly Report on Form 10-Q filed with the SEC on May 8, 2014, pursuant to the Exchange Act
(file number 001-36223))
10.3 Assumption Agreement, dated as of March 30, 2007, relating to the Credit Agreement dated as of January 26,
2007 among Aramark Services, Inc., the other Borrowers and Loan Guarantors party thereto, the Lenders party
thereto, Citibank, N.A., as administrative agent and collateral agent for the Lenders, and the other parties thereto
from time to time (incorporated by reference to Exhibit 99.2 to Aramark Services, Inc.’s Current Report on Form
8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-04762)).
10.4
Joinder Agreement, dated as of December 17, 2013, between each New Subsidiary listed on Schedule I thereto
and JPMorgan Chase Bank, N.A., as agent (incorporated by reference to Exhibit 10.64 to Aramark’s Form S-4
filed with the SEC on December 17, 2013 (file number 333-192907)).
10.5 U.S. Pledge and Security Agreement, dated as of January 26, 2007, among ARAMARK Intermediate Holdco
Corporation, RMK Acquisition Corporation, Aramark Services, Inc., the Subsidiary Parties from time to time
party thereto and Citibank, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to Aramark
Services, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange
Act (file number 001-04762)).
10.6 Amended and Restated Registration Rights and Coordination Committee Agreement, dated as of December 10,
2013, among Aramark and the other parties thereto (incorporated by reference to Exhibit 10.2 to Aramark’s
Current Report on Form 8-K filed with the SEC on December 16, 2013, pursuant to the Exchange Act
(file number 001-36223)).
10.7† Letter Agreement dated May 7, 2012 between Aramark Services, Inc. and Eric Foss (incorporated by reference to
Exhibit 10.4 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012,
pursuant to the Exchange Act (file number 001-04762)).
S-47
S-47
Aramark 2015 Form 10-K 10.8† Agreement Relating to Employment and Post-Employment Competition dated May 7, 2012 between Aramark
Services, Inc. and Eric Foss (incorporated by reference to Exhibit 10.5 to Aramark Services, Inc.’s Quarterly
Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act
(file number 001-04762)).
10.9† Amendment, effective as of June 25, 2013, to the Letter Agreement dated May 7, 2012 between Aramark
Services, Inc. and Eric Foss (incorporated by reference to Exhibit 10.6 to Aramark Services, Inc.’s Current Report
on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 001-04762)).
10.10† Form of Agreement Relating to Employment and Post-Employment Competition and Schedule 1 listing each
Executive Officer who is a party to such Agreement (incorporated by reference to Exhibit 10.1 to Aramark
Services, Inc.’s Current Report on Form 8-K filed with the SEC on July 19, 2007, pursuant to the Exchange Act
(file number 001-04762)).
10.11† Form of Amendment to Agreement Relating to Employment and Post-Employment Competition (incorporated by
reference to Exhibit 10.8 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on
December 15, 2008, pursuant to the Exchange Act (file number 001-04762)).
10.12† Agreement Relating to Employment and Post-Employment Competition dated November 14, 2007 between
Aramark Services, Inc. and Joseph Munnelly (incorporated by reference to Exhibit 10.2 to Aramark Services,
Inc.’s Quarterly Report on Form 10-Q filed with the SEC on February 6, 2008, pursuant to the Exchange Act
(file number 001-04762)).
10.13† Offer Letter dated July 20, 2012 between Aramark Services, Inc. and Stephen R. Reynolds (incorporated by
reference to Exhibit 10.12 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on
December 20, 2012, pursuant to the Exchange Act (file number 001-04762)).
10.14† Agreement Relating to Employment and Post-Employment Competition dated December 6, 2012 between
Aramark Services, Inc. and Stephen R. Reynolds (incorporated by reference to Exhibit 10.13 to Aramark
Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 20, 2012, pursuant to the
Exchange Act (file number 001-04762)).
10.15† Agreement Relating to Employment and Post-Employment Competition dated July 1, 2013 between Aramark
Services, Inc. and Christina Takoudes Morrison (incorporated by reference to Exhibit 10.1 to Aramark Services,
Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2013, pursuant to the Exchange Act
(file number 001-04762)).
10.16† Offer Letter dated March 12, 2015, between Aramark and Stephen P. Bramlage, Jr. (incorporated by reference to
Exhibit 10.1 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015, pursuant to the
Exchange Act (file number 001-36223)).
10.17† Agreement Relating to Employment and Post-Employment Competition dated March 12, 2015 between Aramark
and Stephen P. Bramlage, Jr. (incorporated by reference to Exhibit 10.2 to Aramark’s Quarterly Report on Form
10-Q filed with the SEC on May 13, 2015, pursuant to the Exchange Act (file number 001-36223)).
10.18† Form of Indemnification Agreement and attached schedule (incorporated by reference to Exhibit 10.4 to Aramark
Services, Inc.’s Current Report on Form 8-K filed with the SEC on August 10, 2005, pursuant to the Exchange
Act (file number 001-04762)).
10.19†
10.20†
10.21†
10.22†
10.23†
10.24†
10.25†
Indemnification Agreement dated May 7, 2012 between Eric Foss and Aramark Services, Inc. (incorporated by
reference to Exhibit 10.6 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on
May 9, 2012, pursuant to the Exchange Act (file number 001-04762)).
Indemnification Agreement dated December 15, 2011 between Joseph Munnelly and Aramark Services, Inc.
(incorporated by reference to Exhibit 10.13 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with
the SEC on December 15, 2011, pursuant to the Exchange Act (file number 001-04762)).
Indemnification Agreement dated December 12, 2012 between Stephen R. Reynolds and Aramark Services, Inc.
(incorporated by reference to Exhibit 10.22 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with
the SEC on December 20, 2012, pursuant to the Exchange Act (file number 001-04762)).
Indemnification Agreement dated February 4, 2014 between Daniel J. Heinrich and Aramark (incorporated by
reference to Exhibit 10.1 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014,
pursuant to the Exchange Act (file number 001-36223)).
Indemnification Agreement dated February 4, 2014 between Stephen Sadove and Aramark (incorporated by
reference to Exhibit 10.2 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014,
pursuant to the Exchange Act (file number 001-36223)).
Indemnification Agreement dated February 4, 2014 between Christina Morrison and Aramark (incorporated by
reference to Exhibit 10.3 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014,
pursuant to the Exchange Act (file number 001-36223)).
Indemnification Agreement dated April 6, 2015, between Stephen P. Bramlage, Jr. and Aramark (incorporated by
reference to Exhibit 10.3 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015,
pursuant to the Exchange Act (file number 001-36223)).
S-48
S-48
Aramark 2015 Form 10-K 10.26† Aramark 2001 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Aramark Services,
Inc.’s Registration Statement on Form S-8 filed with the SEC on May 24, 2002 (file number 333-89120)).
10.27† Amended and Restated Aramark 2001 Stock Unit Retirement Plan (incorporated by reference to Exhibit 10.22 to
Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 19, 2003, pursuant to the
Exchange Act (file number 001-04762)).
10.28† Second Amended and Restated Aramark Savings Incentive Retirement Plan (incorporated by reference to Exhibit
10.45 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013, (file number 333-191057)).
10.29† Amended Survivor Income Protection Plan (incorporated by reference to Exhibit 10.5 to Aramark Services, Inc.’s
Quarterly Report on Form 10-Q filed with the SEC on August 8, 2007, pursuant to the Exchange Act
(file number 001-04762)).
10.30† Second Amended and Restated Aramark 2005 Deferred Compensation Plan (incorporated by reference to Exhibit
10.48 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
10.31† Amended and Restated Aramark Senior Executive Performance Bonus Plan (incorporated by reference to Exhibit
10.49 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
10.32† Amended and Restated Executive Leadership Council Management Incentive Bonus Plan (2014) (incorporated by
reference to Exhibit 10.50 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013
(file number 333-191057)).
10.33† Aramark 2005 Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 10.67 to
Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
10.34† Fifth Amended and Restated Aramark 2007 Management Stock Incentive Plan (incorporated by reference to
Exhibit 10.22 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
10.35† Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.70 to Aramark’s Form S-1/A filed
with the SEC on November 19, 2013 (file number 333-191057)).
10.36† Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.5 to Aramark Services,
Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act
(file number 001-04762)).
10.37† Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services,
Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2007, pursuant to the Exchange Act
(file number 001-04762)).
10.38† Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services,
Inc.’s Current Report on Form 8-K filed with the SEC on November 16, 2007, pursuant to the Exchange Act
(file number 001-04762)).
10.39† Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services,
Inc.’s Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the Exchange Act
(file number 001-04762)).
10.40† Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services,
Inc.’s Current Report on Form 8-K filed with the SEC on June 22, 2011, pursuant to the Exchange Act
(file number 001-04762)).
10.41† Amendment to Outstanding Non-Qualified Stock Option Agreements dated March 1, 2010 (incorporated by
reference to Exhibit 10.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 1,
2010, pursuant to the Exchange Act (file number 001-04762)).
10.42† Form of Amendment to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to
Exhibit 10.4 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 22, 2011,
pursuant to the Exchange Act (file number 001-04762)).
10.43† Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services,
Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act
(file number 001-04762)).
10.44† Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to Aramark
Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act
(file number 001-04762)).
10.45† Form of Time-Based Restricted Stock Unit Award Agreement with Aramark (incorporated by reference to Exhibit
10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the
Exchange Act (file number 00104762)).
10.46† Form of Restricted Stock Award Agreement with Aramark (incorporated by reference to Exhibit 10.4 to Aramark
Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act
(file number 001-04762)).
10.47† Form of Replacement Stock Option Award Agreement with Aramark (incorporated by reference to Exhibit 10.5 to
Aramark Services, Inc.’s Current Report on Form 8K filed with the SEC on June 26, 2013, pursuant to the
Exchange Act (file number 001-04762)).
S-49
S-49
Aramark 2015 Form 10-K 10.48† Schedule 1s to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.18
to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 15, 2009, pursuant to
the Exchange Act (file number 001-04762)).
10.49† Schedules 1 to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.2 to
Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the
Exchange Act (file number 001-04762)).
10.50† New Schedule 1 to Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to
Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 18, 2011, pursuant to the
Exchange Act (file number 001-04762)).
10.51† Revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements (incorporated by reference to
Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 18, 2011,
pursuant to the Exchange Act (file number 001-04762)).
10.52† New Schedule 1 to Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.1 to
Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the
Exchange Act (file number 001-04762)).
10.53† Revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements (incorporated by reference to
Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 19, 2012,
pursuant to the Exchange Act (file number 001-04762)).
10.54† Revised Schedule 1s to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to
Exhibit 10.68 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
10.55† Form of Amendment to Outstanding Non-Qualified Stock Option Agreement (incorporated by reference to
Exhibit 10.69 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
10.56† Form of Non-Qualified Stock Option Award under the Aramark 2013 Stock Incentive Plan (incorporated by
reference to Exhibit 10.71 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number
333-191057)).
10.57† Form of Restricted Stock Unit Award under the Aramark 2013 Stock Incentive Plan (incorporated by reference to
Exhibit 10.72 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
10.58† Form of Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to Aramark’s
Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014, pursuant to the Exchange Act
(file number 001-36223)).
10.59† Form of Performance Stock Unit Award Agreement (Revised) (incorporated by reference to Exhibit 10.26 to
Aramark’s Annual Report on Form 10-K filed with the SEC on December 3, 2014, pursuant to the Exchange Act
(file number 001-36223)).
10.60† Form of Performance Stock Unit Award Agreement (Revised) (incorporated by reference to Exhibit 10.2 to
Aramark’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2015, pursuant to the Exchange Act
(file number 001-36223)).
10.61*† Form of Performance Restricted Stock Award
10.62*† Form of Non-Qualified Stock Option Award Agreement (Relative TSR Vesting)
10.63*† Form of Restricted Stock Unit Award Agreement (Relative TSR Vesting)
10.64*† Form of Performance Restricted Stock Award Agreement (Relative TSR Vesting)
10.65† Form of Deferred Stock Unit Award Agreement under the Fifth Amended and Restated Aramark 2007
Management Stock Incentive Plan (incorporated by reference to Exhibit 10.46 to Aramark’s Form S-1/A filed
with the SEC on November 19, 2013 (file number 333-191057)).
10.66† Form of Deferred Stock Unit Award under the Aramark 2013 Stock Incentive Plan (incorporated by reference to
Exhibit 10.73 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)).
10.67† Form of Deferred Stock Unit Award Agreement under the Aramark 2013 Stock Incentive Plan (Revised)
(incorporated by reference to Exhibit 10.77 to Aramark’s Annual Report on Form 10-K filed with the SEC on
December 3, 2014, pursuant to the Exchange Act
(file number 001-36223)).
10.68† Form of Deferred Stock Unit Agreement under the Aramark 2013 Stock Incentive Plan (incorporated by reference
to Exhibit 10.4 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015, pursuant to the
Exchange Act (file number 001-36223)).
10.69*† Form of Aircraft Timesharing Agreement
10.70 Amended and Restated Master Distribution Agreement effective as of March 5, 2011 between SYSCO
Corporation and ARAMARK Food and Support Services Group, Inc. (incorporated by reference to Exhibit 10.1
to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2011, pursuant to the
Exchange Act (file number 001-04762)) (portions omitted pursuant to a grant of confidential treatment).
S-50
S-50
Aramark 2015 Form 10-K 10.71 Amendment Agreement, dated February 26, 2014, to the Master Distribution Agreement dated as of November
25, 2006, between SYSCO Corporation and ARAMARK Food and Support Services Group, Inc., as amended and
restated effective as of March 5, 2011 (incorporated by reference to Exhibit 10.71 to Aramark’s Form S-1/A filed
with the SEC on February 26, 2014 (file number 333-194077)) (portions omitted pursuant to a grant of
confidential treatment).
12.1* Ratio of Earnings to Fixed Charges.
21.1* List of subsidiaries of Aramark.
23.1* Consent of Independent Registered Public Accounting Firm-KPMG LLP.
23.2* Consent of Independent Auditors-Deloitte Touche Tohmatsu LLC.
31.1* Certification of Eric Foss, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Stephen P. Bramlage, Jr., Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1* Certification of Eric Foss, Chief Executive Officer, and Stephen P. Bramlage, Jr., Chief Financial Officer,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1* Audited Financial Statements of AIM Services Co., Ltd.
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
*
†
Filed herewith.
Identifies exhibits that consist of management contract or compensatory arrangement.
S-51
S-51
Aramark 2015 Form 10-K Reconciliation of GAAP and Non-GAAP Information
Adjusted Sales (Organic)
Management believes that presentation of sales growth, adjusted to eliminate the effects of acquisitions
and divestitures, the impact of currency translation and the estimated impact of the 53rd week, provides
useful information to investors because it enhances comparability between the current year and prior year
reporting periods. Elimination of the currency translation effect provides constant currency comparisons
without the distortion of currency rate fluctuations.
Adjusted Operating Income
Adjusted operating income represents operating income adjusted to eliminate the change in amortization
of acquisition-related customer relationship intangible assets and depreciation of property and equipment
resulting from the going-private transaction in 2007 (the "Transaction"); the impact of the change in fair
value related to the gasoline and diesel agreements; severance and other charges; share-based
compensation; the effects of acquisitions and divestitures and the impact of currency translation and other
items impacting comparability.
Adjusted EBITDA
Adjusted EBITDA represents Adjusted Operating Income further adjusted to exclude the impact of all other
depreciation and amortization expense.
Adjusted Net Income
Adjusted Net Income represents net income attributable to Aramark stockholders adjusted to eliminate the
impact of discontinued operations; the change in amortization of acquisition-related customer relationship
intangible assets and depreciation of property and equipment resulting from the Transaction; the impact of
changes in the fair value related to the gasoline and diesel agreements; severance and other charges;
share-based compensation; the effects of acquisitions and divestitures and the impact of currency
translation and other items impacting comparability, less the tax impact of these adjustments. Management
believes that presentation of net income as adjusted is useful information to investors because we use such
information when evaluating net income to better evaluate the underlying operating performance of the
company.
We use Adjusted Sales, Adjusted Operating Income, Adjusted EBITDA and Adjusted Net Income as
supplemental measures of our operating profitability and to operate and control our cash operating costs
to evaluate our performance. These financial metrics are not measurements of financial performance under
generally accepted accounting principles in the United States, or U.S. GAAP. We believe the presentation
of these metrics is appropriate to provide additional information to investors about our operating
performance. Our presentation of these metrics has limitations as an analytical tool, and should not be
considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. You
should not consider these measures as alternatives to sales, operating income or net income, determined
in accordance with U.S. GAAP. Adjusted Sales, Adjusted Operating Income, Adjusted EBITDA and
Adjusted Net Income, as presented by us, may not be comparable to other similarly titled measures of other
companies because not all companies use identical calculations.
ARAMARK AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
ADJUSTED CONSOLIDATED OPERATING INCOME MARGIN
(Unaudited)
(In thousands)
Sales (as reported)
Operating Income (as reported)
Fiscal 2015
Fiscal 2014
$
14,329,135
$
14,832,913
$
627,938
$
564,563
Operating Income Margin (as reported)
4.4%
3.8%
Sales (as reported)
Effect of Currency Translation
Effect of Acquisitions and Divestitures
Adjusted Sales
Estimated Impact of 53rd Week
Adjusted Sales (Organic)
Adjusted Sales Growth (Organic)
$
14,329,135
$
14,832,913
-
(9,377)
(470,565)
(3,774)
$
14,319,758
$
14,358,574
-
(257,963)
$
14,319,758
1.6%
$
14,100,611
Operating Income (as reported)
$
627,938
$
564,563
Amortization of Acquisition-Related Customer
Relationship Intangible Assets and Depreciation of
Property and Equipment Resulting from the Transaction
Share-Based Compensation
Effect of Currency Translation
Severance and Other Charges
Effect of Acquisitions and Divestitures
Branding
Initial Public Offering-Related Expenses, including share-
based compensation
Gains, Losses and Settlements impacting comparability
Adjusted Operating Income
110,080
72,800
-
66,545
(421)
-
129,505
47,522
(27,955)
53,554
(71)
26,910
-
3,793
880,735
$
56,133
1,911
852,072
$
Adjusted Operating Income Margin
6.2%
5.9%
Sales (as reported)
Operating Income (as reported)
Fiscal 2014
Fiscal 2013
$
14,832,913
$
13,945,657
$
564,563
$
514,474
Operating Income Margin (as reported)
3.8%
3.7%
Sales (as reported)
Effect of Currency Translation
Effect of Acquisitions and Divestitures
Adjusted Sales
Estimated Impact of 53rd Week
Adjusted Sales (Organic)
Adjusted Sales Growth (Organic)
$
14,832,913
$
13,945,657
-
(15,637)
(106,188)
(25,477)
$
14,817,276
$
13,813,992
(257,963)
-
$
14,559,313
5.4%
$
13,813,992
Operating Income (as reported)
$
564,563
$
514,474
Amortization of Acquisition-Related Customer
Relationship Intangible Assets and Depreciation of
Property and Equipment Resulting from the Transaction
Share-Based Compensation
Effect of Currency Translation
Severance and Other Charges
Effect of Acquisitions and Divestitures
Branding
Initial Public Offering-Related Expenses, including share-
based compensation
Gains, Losses and Settlements impacting comparability
Adjusted Operating Income
129,505
47,522
-
53,554
(2,441)
26,910
155,443
19,417
(6,063)
113,464
(5,992)
968
56,133
1,911
877,657
$
-
(10,251)
781,460
$
Adjusted Operating Income Margin
5.9%
5.7%
Sales (as reported)
Operating Income (as reported)
Fiscal 2013
Fiscal 2012
$
13,945,657
$
13,505,426
$
514,474
$
581,775
Operating Income Margin (as reported)
3.7%
4.3%
Sales (as reported)
Effect of Currency Translation
Effect of Acquisitions and Divestitures
Adjusted Sales (Organic)
Adjusted Sales Growth (Organic)
$
13,945,657
$
13,505,426
-
(19,622)
(1,262)
(133,242)
$
13,926,035
4.2%
$
13,370,922
Operating Income (as reported)
$
514,474
$
581,775
Amortization of Acquisition-Related Customer
Relationship Intangible Assets and Depreciation of
Property and Equipment Resulting from the Transaction
Share-Based Compensation
Effect of Currency Translation
Severance and Other Charges
Effect of Acquisitions and Divestitures
Branding
Initial Public Offering-Related Expenses, including share-
based compensation
Gains, Losses and Settlements impacting comparability
Adjusted Operating Income
155,443
19,417
-
113,464
-
968
152,751
15,678
-
5,360
-
-
-
(10,251)
793,515
$
-
(9,477)
746,087
$
Adjusted Operating Income Margin
5.7%
5.6%
ARAMARK AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
ADJUSTED NET INCOME, ADJUSTED OPERATING INCOME, ADJUSTED EBITDA & ADJUSTED EPS
(Unaudited)
(In thousands, except per share amounts)
Net Income (as reported)
Adjustment:
Twelve Months Ended
October 2, 2015
Twelve Months Ended
October 3, 2014
Twelve Months Ended
September 27, 2013
Twelve Months Ended
September 28, 2012
$
236,976
$
149,459
$
70,366
$
107,199
Loss from Discontinued Operations, net of tax
-
-
1,030
(297)
Amortization of Acquisition-Related Customer
Relationship Intangible Assets and Depreciation of
Property and Equipment Resulting from the
Transaction
Share-Based Compensation
Effect of Currency Translation
Severance and Other Charges
Effects of Acquisitions and Divestitures
Branding
Initial Public Offering-Related Expenses,
including share-based compensation
Gains, Losses and Settlements impacting
comparability
Effects of Refinancings on Interest and Other
Financing Costs, net
Tax Impact of Adjustments to Adjusted Net
Income
Adjusted Net Income
Adjustment:
Tax Impact of Adjustments to Adjusted Net
Income and Interest Adjustments
Provision for Income Taxes
Interest and Other Financing Costs, net
Adjusted Operating Income
Adjustment:
Amortization of Acquisition-Related Customer
Relationship Intangible Assets and Depreciation of
Property and Equipment Resulting from the
Transaction
Depreciation and Amortization
Adjusted EBITDA
Adjusted Earnings Per Share
Adjusted Net Income
Net Income Attributable to Noncontrolling Interest
Adjusted Net Income Attributable to Aramark
Stockholders
Diluted Weighted Average Shares Outstanding
110,080
72,800
-
66,545
(421)
-
-
3,793
-
129,505
47,522
(27,955)
53,554
(71)
26,910
56,133
1,911
25,705
155,443
19,417
(6,063)
113,464
(5,992)
968
-
(10,251)
39,830
152,751
15,678
-
5,360
-
-
-
(9,477)
-
$
(102,485)
387,288
$
(118,658)
344,015
$
(116,572)
261,640
$
(64,903)
206,311
102,485
105,020
285,942
880,735
$
92,953
80,218
334,886
852,072
$
76,742
19,233
423,845
781,460
$
64,903
18,066
456,807
746,087
$
(110,080)
504,033
1,274,688
$
(129,505)
521,581
1,244,148
$
(155,443)
542,136
1,168,153
$
(152,751)
529,213
1,122,549
$
$
387,288
(1,030)
$
344,015
(503)
$
261,640
(1,010)
$
206,311
(3,648)
$
$
$
$
386,258
246,616
1.57
343,512
237,451
1.45
260,630
209,370
1.24
202,663
209,707
0.97
$
$
$
$
ARAMARK AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
DEBT TO ADJUSTED EBITDA
(Unaudited)
(In thousands)
Net Income (as reported)
Adjustment:
Loss from Discontinued Operations, net of tax
Amortization of Acquisition-Related Customer
Relationship Intangible Assets and Depreciation of
Property and Equipment Resulting from the
Transaction
Share-Based Compensation
Effect of Currency Translation
Severance and Other Charges
Effects of Acquisitions and Divestitures
Branding
Initial Public Offering-Related Expenses,
including share-based compensation
Gains, Losses and Settlements impacting
comparability
Effects of refinancings on Interest and Other
Financing Costs, net
Tax Impact of Adjustments to Adjusted Net
Income
Adjusted Net Income
Adjustment:
Tax Impact of Adjustments to Adjusted Net
Income and Interest Adjustments
Provision for Income Taxes
Interest and Other Financing Costs, net
Adjusted Operating Income
Adjustment:
Amortization of Acquisition-Related Customer
Relationship Intangible Assets and Depreciation of
Property and Equipment Resulting from the
Transaction
Depreciation and Amortization
Adjusted EBITDA
Debt to Adjusted EBITDA
Total Long-Term Borrowings
Adjusted EBITDA
Debt/Adjusted EBITDA
Twelve Months Ended
October 2, 2015
Twelve Months Ended
October 3, 2014
$
236,976
149,459
Twelve Months Ended
September 27, 2013
70,366
Twelve Months Ended
September 28, 2012
$
107,199
-
-
1,030
(297)
110,080
72,800
-
66,545
(421)
-
-
3,793
-
(102,485)
387,288
102,485
105,020
285,942
880,735
(110,080)
504,033
1,274,688
5,293,717
1,274,688
4.15
$
$
$
$
$
129,505
47,522
(27,955)
53,554
(71)
26,910
56,133
1,911
25,705
(118,658)
344,015
92,953
80,218
334,886
852,072
(129,505)
521,581
1,244,148
5,445,594
1,244,148
4.4
155,443
19,417
(6,063)
113,464
(5,992)
968
-
(10,251)
39,830
(116,572)
261,640
76,742
19,233
423,845
781,460
(155,443)
542,136
1,168,153
5,824,070
1,168,153
4.99
$
$
$
$
$
152,751
15,678
-
5,360
-
-
-
(9,477)
-
(64,903)
206,311
64,903
18,066
456,807
746,087
(152,751)
529,213
1,122,549
6,008,767
1,122,549
5.35
Special Note About Forward-Looking Statements
This Annual Report includes “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 that reflect our current views as to future events and our financial performance including,
without limitation, statements relating to improvements in our operating performance. These statements can be
identified by the fact that they do not relate strictly to historical or current facts. They use words such as “out-
look,” “goal,” “aim,” “anticipate,” “are confident,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,”
“project,” “intend,” “plan,” “believe,” “see,” “look to” and other words and terms of similar meaning or the neg-
ative versions of such words. Forward-looking statements speak only as of the date made. All statements we
make relating to our estimated and projected earnings, costs, expenditures, cash flows, growth rates and financial
results are forward-looking statements. These forward-looking statements are subject to risks and uncertainties
that may change at any time, and, therefore, our actual results may differ materially from those that we expected.
We derive many of our forward-looking statements from our operating budgets and forecasts, which are based
upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is
very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors
that could affect our actual results. These risks and uncertainties include, but are not limited to, those described
under the headings Item 1A “Risk Factors,” Item 3 “Legal Proceedings” and Item 7 “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and other sections of our Annual Report on Form 10-K
included herewith. These factors should not be construed as exhaustive and should be read in conjunction with
the other cautionary statements that are included in this Annual Report and in our filings with the SEC. As a result
of these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking state-
ments included herein or that may be made elsewhere from time to time by, or on behalf of, us. We undertake no
obligation to publicly update or review any forward-looking statement, whether as a result of new information,
future developments, changes in our expectations, or otherwise, except as required by law.
Corporate Information
TRANSFER AGENT
Computershare
480 Washington Blvd.
Jersey City, NJ 07310
CORPORATE
HEADQUARTERS
1101 Market Street
Philadelphia, PA 19107
215-238-3000
WEBSITE
www.aramark.com
INVESTOR RELATIONS
DEPARTMENT
215-409-7287
investorrelations@aramark.com
AUDITOR
KPMG LLP
Philadelphia, PA
SENIOR MANAGEMENT
BOARD OF DIRECTORS
Eric J. Foss
Chairman,Presidentand
ChiefExecutiveOfficer
Stephen Bramlage, Jr.
ExecutiveVicePresident
andChiefFinancialOfficer
Lynn B. McKee
ExecutiveVicePresident,
HumanResources
Joseph Munnelly
SeniorVicePresident,
ControllerandChief
AccountingOfficer
Stephen R. Reynolds
ExecutiveVicePresident,
GeneralCounseland
Secretary
Eric J. Foss
Chairman,Presidentand
ChiefExecutiveOfficer
Aramark
Sanjeev Mehra
ManagingDirector,
Goldman,Sachs&Co.
LeadDirector
Todd M. Abbrecht
ManagingDirector,
ThomasH.LeePartners,L.P.
Lawrence T. Babbio, Jr.
FormerViceChairman
andPresident,
VerizonCommunications,Inc.
David A. Barr
ManagingDirector,
WarburgPincus
Leonard S. Coleman, Jr.
FormerPresident,
NationalLeague,
MajorLeagueBaseball
Irene Esteves
FormerChiefFinancialOfficer,
TimeWarnerCableInc.
Daniel J. Heinrich
FormerExecutive
VicePresidentand
ChiefFinancialOfficer,
TheCloroxCompany
Stephen Sadove
FormerChairmanand
ChiefExecutiveOfficer,
SaksIncorporated
Pierre-Olivier Beckers-Vieujant
FormerPresidentand
ChiefExecutiveOfficer,
DelhaizeGroup
Aramark
1101 Market Street
Philadelphia, PA 19107
www.aramark.com