|
|
|
|
|
| | | | | | | | |
| Operating income | | | | | | | | |
| Gain on Equity Investments, net (see Note 1) | () | | | () | | | | |
| Interest Expense, net | | | | | | | | |
| Income from Continuing Operations Before Income Taxes | | | | | | | | |
| Provision for Income Taxes from Continuing Operations | | | | | | | | |
| Net income from Continuing Operations | | | | | | | | |
| Less: Net loss attributable to noncontrolling interests | () | | | () | | | () | |
| Net income from Continuing Operations attributable to Aramark stockholders | | | | | | | | |
| Income from Discontinued Operations, net of tax | | | | | | | | |
| Net income attributable to Aramark stockholders | $ | | | | $ | | | | $ | | |
| | | | | |
| Basic earnings per share attributable to Aramark stockholders: | | | | | |
| Income from Continuing Operations | $ | | | | $ | | | | $ | | |
| Income from Discontinued Operations | $ | | | | $ | | | | $ | | |
| Basic earnings per share attributable to Aramark stockholders | $ | | | | $ | | | | $ | | |
| | | | | |
| Diluted earnings per share attributable to Aramark stockholders: | | | | | |
| Income from Continuing Operations | $ | | | | $ | | | | $ | | |
| Income from Discontinued Operations | $ | | | | $ | | | | $ | | |
| Diluted earnings per share attributable to Aramark stockholders | $ | | | | $ | | | | $ | | |
| | | | | |
| Weighted Average Shares Outstanding: | | | | | |
| Basic | | | | | | | | |
| Diluted | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FISCAL YEARS ENDED SEPTEMBER 27, 2024, SEPTEMBER 29, 2023 AND SEPTEMBER 30, 2022
(in thousands)
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| September 27, 2024 | | September 29, 2023 | | September 30, 2022 |
| Net income from Continuing Operations | $ | | | | $ | | | | $ | | |
| Income from Discontinued Operations, net of tax | | | | | | | | |
| Net income | | | | | | | | |
| Other comprehensive (loss) income, net of tax: | | | | | |
| Pension plan adjustments | () | | | () | | | | |
| Foreign currency translation adjustments | | | | | | | () | |
| Cash flow hedges: | | | | | |
| Unrealized (loss) gain arising during the period | () | | | | | | | |
| Reclassification adjustments | () | | | () | | | | |
| Share of equity investee's comprehensive income | | | | | | | | |
| Other comprehensive (loss) income, net of tax | () | | | | | | | |
| Comprehensive income | | | | | | | | |
| Less: Net loss attributable to noncontrolling interests | () | | | () | | | () | |
| Comprehensive income attributable to Aramark stockholders | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED SEPTEMBER 27, 2024, SEPTEMBER 29, 2023 AND SEPTEMBER 30, 2022
(in thousands)
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| September 27, 2024 | | September 29, 2023 | | September 30, 2022 |
| Cash flows from operating activities of Continuing Operations: | | | | | |
| Net income from Continuing Operations | $ | | | | $ | | | | $ | | |
| Adjustments to reconcile Net income from Continuing Operations to Net cash provided by operating activities of Continuing Operations: | | | | | |
| Depreciation and amortization | | | | | | | | |
| Asset write-downs | | | | | | | | |
| Reduction of contingent consideration liability (see Note 17) | () | | | () | | | () | |
| Gain on equity investments, net (see Note 1) | () | | | () | | | | |
| Deferred income taxes | () | | | | | | | |
| Share-based compensation expense | | | | | | | | |
|
| Changes in operating assets and liabilities: | | | | | |
| Receivables, net | () | | | () | | | () | |
| Inventories | () | | | () | | | () | |
| Prepayments and other current assets | () | | | () | | | () | |
| Accounts payable | | | | | | | | |
| Accrued expenses | | | | | | | | |
| Payments made to clients on contracts | () | | | () | | | () | |
| Changes in other noncurrent liabilities | () | | | | | | | |
| Changes in other assets | | | | | | | | |
| Other operating activities | | | | | | | | |
| Net cash provided by operating activities of Continuing Operations | | | | | | | | |
| Cash flows from investing activities of Continuing Operations: | | | | | |
| Purchases of property and equipment and other | () | | | () | | | () | |
| Disposals of property and equipment | | | | | | | | |
| Purchases of marketable securities | () | | | () | | | () | |
| Proceeds from marketable securities | | | | | | | | |
| Acquisition of certain businesses, net of cash acquired | () | | | () | | | () | |
| Acquisition of certain equity investments | () | | | () | | | () | |
| Proceeds from sale of equity investments | | | | | | | | |
| Other investing activities | () | | | | | | | |
| Net cash (used in) provided by investing activities of Continuing Operations | () | | | | | | () | |
| Cash flows from financing activities of Continuing Operations: | | | | | |
| Proceeds from long-term borrowings | | | | | | | | |
| Payments of long-term borrowings | () | | | () | | | () | |
| Net change in funding under the Receivables Facility | | | | () | | | | |
| Payments of dividends | () | | | () | | | () | |
| Distribution from Vestis | | | | | | | | |
| Proceeds from issuance of common stock | | | | | | | | |
|
| Other financing activities | () | | | () | | | () | |
| Net cash (used in) provided by financing activities of Continuing Operations | () | | | | | | () | |
| Discontinued Operations: | | | | | |
| Net cash provided by operating activities | | | | | | | | |
| Net cash used in investing activities | | | | () | | | () | |
| Net cash provided by (used in) financing activities | | | | | | | () | |
| Net cash provided by Discontinued Operations | | | | | | | | |
| Effect of foreign exchange rates on cash and cash equivalents and restricted cash | | | | | | | () | |
| (Decrease) increase in cash and cash equivalents and restricted cash | () | | | | | | () | |
Cash and cash equivalents and restricted cash, beginning of period(1) | | | | | | | | |
| Cash and cash equivalents and restricted cash, end of period | $ | | | | $ | | | | $ | | |
| | | | | |
| million. |
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated Balance Sheets:
| | | | | | | | | | | | | | | | | |
| Balance Sheet classification | | | | | |
| (in thousands) | September 27, 2024 | | September 29, 2023 | | September 30, 2022 |
| Cash and cash equivalents | $ | | | | $ | | | | $ | | |
| Restricted cash in Prepayments and other current assets | | | | | | | | |
| Cash and cash equivalents in Current assets of discontinued operations | | | | | | | | |
| Total cash and cash equivalents and restricted cash | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED SEPTEMBER 27, 2024, SEPTEMBER 29, 2023 AND SEPTEMBER 30, 2022
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Stockholders' Equity | | Common Stock | | Capital Surplus | | Retained Earnings | | Accumulated Other
Comprehensive Loss | | Treasury Stock |
| Balance, October 1, 2021 | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | |
|
| Net income attributable to Aramark stockholders | | | | | | | | | | | | | |
| Other comprehensive income | | | | | | | | | | | | | |
| Capital contributions from issuance of common stock | | | | | | | | | | | | | | |
|
Share-based compensation expense(1) | | | | | | | | | | | | | |
| Repurchases of common stock | () | | | | | | | | | | | () | |
Dividends declared ($ per share) | () | | | | | | | () | | | | | |
| Balance, September 30, 2022 | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | |
| Net income attributable to Aramark stockholders | | | | | | | | | | | | | |
| Other comprehensive income | | | | | | | | | | | | | |
| Capital contributions from issuance of common stock | | | | | | | | | | | | | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
)
% Senior Unsecured Notes due April 2025 | | | | | | |
% Senior Unsecured Notes (EUR) due April 2025 | | | | | | |
| Other: | | | | |
| Finance leases | | | | | | |
| Other | | | | | | |
| | | | | | |
| Less—current portion | | () | | | () | |
| | $ | | | | $ | | |
As of September 27, 2024, there were $ million of outstanding foreign currency borrowings.
As of September 27, 2024, the % Senior Notes due April 1, 2025 and % Senior Notes due April 1, 2025 mature within one year. The Company intends to repay, redeem or otherwise refinance the outstanding obligations related to these securities.
Senior Secured Credit Agreement
ASI, an indirect wholly owned subsidiary of the Company, and certain of its subsidiaries entered into a credit agreement on March 28, 2017 (as supplemented or otherwise modified from time to time, the "Credit Agreement"), which replaced the existing Amended and Restated Credit Agreement, originally dated January 26, 2007, and last amended on March 28, 2014 (the "Previous Credit Agreement").
The Credit Agreement includes senior secured term loan facilities consisting of the following as of September 27, 2024:
•A United States dollar denominated term loan to ASI in the amount of $ million, due 2027 ("United States Term B-4 Loans due 2027"), $ million, due 2028 ("United States Term B-7 Loans due 2028"), $ million, due 2030 ("United States Term B-8 Loans due 2030") and $ million, due 2029 ("United States Term A Loans due 2029");
•A Canadian dollar denominated term loan to Aramark Canada Ltd. in the amount of C$ million (approximately $ million), due 2029 (the "Canadian Term A-4 Loans due 2029");
•A euro denominated term loan to Aramark Investments Limited, a U.K. borrower, in an amount of € million (approximately $ million), due 2029 (the "Euro Term A-3 Loans due 2029");
•A pounds sterling denominated term loan to Aramark Limited, a U.K. borrower, in an amount of £ million (approximately $ million), due 2029 (the "GBP Term A Loans due 2029"); and
•A United States dollar denominated term loan to Aramark Investments Limited, a U.K. borrower, in an amount of $ million, due 2029 (the "AIL Term A-1 Loans due 2029").
The Credit Agreement also includes a revolving credit facility available for loans in United States dollars, Canadian dollars, euros and pounds sterling to ASI and certain foreign borrowers with aggregate commitments of approximately $ billion and has a final maturity date of August 2, 2029. As of September 27, 2024, there was $ million available for borrowing
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is not a guarantor under the senior secured credit facilities and is not subject to the covenants or obligations under the Credit Agreement.
The applicable margin on the United States Term B-4 Loans due 2027 is % with respect to Term Benchmark (Adjusted Term Secured Overnight Financing Rate ("SOFR")) borrowings, subject to a SOFR floor of %, and % with respect to base-rate borrowings, subject to a minimum base rate of %. The applicable margin on the United States Term B-7 Loans due 2028 and United States Term B-8 Loans due 2030 is % with respect to Term Benchmark (Adjusted Term SOFR) borrowings, subject to a SOFR floor of % and % with respect to base-rate borrowings, subject to a minimum base rate of %. The applicable margin spread for the United States Term A Loans due 2029, United States Term A-1 Loans due 2029, Canadian Term A-4 Loans due 2029, the Euro Term A-3 Loans due 2029, the GBP Term A Loans due 2029 and the senior secured revolving credit facility is % to % (as of September 27, 2024 - %) with respect to Term Benchmark (Adjusted Term SOFR, EURIBOR and Term CORRA) borrowings and letters of credit fees, subject to a floor of %, % to % (as of September 27, 2024 - %) with respect to United States and Canadian base rate borrowings, and % to % (as of September 27, 2024 - %) with respect to Sterling Overnight Index Average ("SONIA") rate borrowings, subject to a floor of %. The actual spreads within all ranges referred to above are based on a Consolidated Leverage Ratio, as defined in the Credit Agreement.
Fiscal 2024 Transactions
On August 2, 2024, the Company amended its existing Credit Agreement (“Amendment No. 15”), to provide for, among other things, the refinancing and replacement of the 2021 Tranche Revolving Facility, the Canadian Term A-3 Loans and the Euro Term A-2 Loans under the Credit Agreement through the establishment of Replacing Revolving Commitments, New Revolving Commitments, and borrowings of Refinancing Term Loans, under the Credit Agreement comprised of (i) new 2024 Tranche Revolving Commitments in an amount equal to $ billion, terminating in August 2029, (ii) new Canadian Term A-4 Loans in an amount equal to C$ million, due in August 2029, (iii) new Euro Term A-3 Loans in an amount equal to € million, due in August 2029, (iv) new United States Term A Loans in an amount equal to $ million, due in August 2029, (v) new United States Term A-1 Loans in an amount equal to $ million, due in August 2029 and (vi) new GBP Term A Loans in an amount equal to £ million, due in August 2029. The new Term A Loans were applied by the Company to refinance in full the Canadian Term A-3 Loans and Euro Term A-2 Loans and reduce borrowings outstanding under the existing revolving facility. The new Term A Loans are subject to customary springing maturity provisions (including customary thresholds) with respect to the United States Term B-7 Loans and the % Senior Notes due 2028, as further specified in Amendment No. 15.
The new 2024 Tranche Revolving Commitments bear interest at a rate equal to, at the Company’s option, depending on the currency of the loans borrowed under the new 2024 Tranche Revolving Commitments, either (a) a Term CORRA rate, (b) a Term SOFR rate, (c) a EURIBOR rate, (d) Canadian base rate determined by the higher of (1) prime rate of the administrative agent or (2) the Term CORRA rate plus %, (e) base rate determined by the highest of (1) the prime rate of the administrative agent, (2) the greater of the overnight rate and the federal funds rate, plus % or (3) the Term SOFR rate plus %, or (f) a SONIA rate plus an applicable margin set initially at % for borrowings based on the Term CORRA rate, Term SOFR rate and EURIBOR rate, % for borrowings based on the SONIA rate and % for borrowings based on the Canadian base rate or base rate, in each case, subject to a reduction upon the Company achieving improvement on the consolidated leverage ratio. Loans denominated in U.S. dollars that are outstanding under the 2024 Tranche Revolving Commitments are subject to a credit spread adjustment of % (as compared to the interest rate for the 2021 Tranche Revolving Facility, which were subject to a credit spread adjustment between % and % (depending on the selected interest period)). In addition to paying interest on outstanding principal under the 2024 Tranche Revolving Commitments, the Company is required to pay a commitment fee in respect of the unutilized commitments thereunder, initially set at %, subject to a reduction upon the Company achieving improvement in the consolidated leverage ratio.
The new Canadian Term A-4 Loans bear interest at a rate equal to, at the Company’s option, either (a) a Term CORRA rate or (b) a base rate or Canadian base rate determined by reference to the higher of (1) the prime rate of the administrative agent and (2) the Term CORRA rate plus % plus an applicable margin set initially at % for borrowings based on the Term CORRA rate and % for borrowings based on the Canadian base rate, in each case, subject to a reduction upon the Company achieving improvement in the consolidated leverage ratio.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The new United States Term A Loans and new United States Term A-1 Loans bear interest at a rate determined by reference to either (a) a Term SOFR rate or (b) a base rate determined by reference to the highest of (1) the prime rate of the administrative agent, (2) the greater of the overnight rate and the federal funds rate, plus % or (3) the Term SOFR rate plus %, plus an applicable margin set initially at %, subject to a reduction upon the Company achieving improvement in the consolidated leverage ratio. The United States Term A Loans and United States Term A-1 Loans are subject to a credit spread adjustment of %.
The new GBP Term A Loans bear interest at a rate equal to a SONIA rate plus an applicable margin set initially at %, subject to a reduction upon the Company achieving improvement in the consolidated leverage.
The Company capitalized $ million of transaction costs directly attributable to the refinancing in Amendment No. 15, of which $ million is included in "Other Assets" and $ million is included in "Long-Term Borrowings" on the Consolidated Balance Sheet as of September 27, 2024. Amounts paid for capitalized transaction costs are included within “Other financing activities” on the Consolidated Statement of Cash Flows for the fiscal year ended September 27, 2024. Additionally, the Company recorded $ million of charges to "Interest Expense, net" on the Consolidated Statements of Income for the fiscal year ended September 27, 2024, consisting of a $ million non-cash loss for the write-off of unamortized deferred financing costs on the revolving credit facility and foreign denominated term loans due 2026 and the payment of $ million of transactions costs related to the refinancing.
On March 27, 2024, the Company amended its existing Credit Agreement (“Amendment No. 14”), to provide for, among other things, the repricing of all the United States dollar denominated Term B-5 Loans previously outstanding under the Credit Agreement (“United States Term B-5 Loans due 2028”) and the repricing of all the United States dollar denominated Term B-6 Loans previously outstanding under the Credit Agreement (“United States. Term B-6 Loans due 2030”).
As a result of the Amendment No. 14, (i) United States Term B-5 Loans due 2028 previously outstanding under the Credit Agreement were replaced with new United States dollar denominated Term B-7 Loans in an amount equal to $ million due in April 2028 and (ii) United States Term B-6 Loans due 2030 previously outstanding under the Credit Agreement were replaced with the new United States dollar denominated Term B-8 Loans in an amount equal to $ million due in June 2030, each with an interest rate equal to the sum of (a) the Term SOFR Rate (as defined in the Credit Agreement) plus (b) an applicable margin of % plus (c) a credit spread adjustment of % (as compared to the interest rate for the United States Term B-5 Loans due 2028 and the United States Term B-6 Loans due 2030 equal to the sum of (a) the Term SOFR Rate plus (b) an applicable margin of % plus (c) a credit spread adjustment between % and % (depending on the selected interest period)).
The Company capitalized $ million of transaction costs directly attributable to the repricings in Amendment No. 14, which are included in “Long-Term Borrowings” on the Consolidated Balance Sheet as of September 27, 2024. Amounts paid for capitalized transaction costs are included within “Other financing activities” on the Consolidated Statement of Cash Flows for the fiscal year ended September 27, 2024. Additionally, the Company recorded $ million of charges to "Interest Expense, net" on the Consolidated Statements of Income for fiscal year ended September 27, 2024, consisting of a $ million non-cash loss for the write-off of unamortized deferred financing costs and discount on the United States Term B-5 Loans due 2028 and United States Term B-6 Loans due 2030 and the payment of $ million of transaction costs related to the repricings.
Fiscal 2023 Transactions
On June 29, 2023, ASI entered into Amendment No. 13 to the Credit Agreement, which provides for a transition of the underlying interest rate applicable to all term loans outstanding and revolving credit commitments and loans available and/or outstanding, in each case, under the Credit Agreement, from the London Interbank Offer Rate ("LIBOR") to a forward-looking term rate based on SOFR. All borrowings based on SOFR under the Credit Agreement are subject to a credit spread adjustment of (i) % for borrowings with interest periods of one month, (ii) % for borrowings with interest periods of three months and (iii) % for borrowings with interest periods of six months but the associated interest rate margins applicable to all such borrowings remain unchanged. Amendment No. 13 was entered into in preparation for the general cessation of LIBOR-based borrowings in the leverage lending industry as of June 30, 2023.
On June 22, 2023, ASI and certain of its subsidiaries entered into Amendment No. 12 to the Credit Agreement, which provides for, among other things, the extension of the maturity date applicable to all of the United States Term B-3 Loans due 2025 through the establishment of the United States Term B-6 Loans due 2030 in an amount equal to approximately $ billion. The new United States Term B-6 Loans due 2030 were funded in full on June 22, 2023 and were applied by the Company to refinance the remaining United States Term B-3 Loans due 2025.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company capitalized $ million of costs associated with the issuance of the United States Term B-6 Loans due 2030, which are amortized using the effective interest method over the term of the loans and presented on the Consolidated Balance Sheets as a direct deduction from the carrying value of the loans. Amounts paid for the capitalized third-party costs are included within "Other Financing activities" on the Consolidated Statements of Cash Flows for the fiscal year ended September 29, 2023. The Company also incurred an original issue discount of $ million upon the issuance of the United States Term B-6 Loans due 2030. The discount is included as an adjustment to the carrying value of the loans and is amortized using the effective interest method over the term of loans in accordance with the accounting literature.
In conjunction with Amendment No. 12 to the Credit Agreement and the borrowing repayments, the Company recorded a $ million non-cash loss for the write-off of unamortized deferred debt issuance costs to "Interest Expense, net" on the Consolidated Statements of Income during the fiscal year ended September 29, 2023.
On May 31, 2023, the Company repaid $ million of United States Term B-3 Loans due 2025.
On April 17, 2023, the Company repaid $ million of the United States Term B-3 Loans due 2025, and ¥ million ($ million) of yen denominated term loans due 2026.
Incremental Facilities
The Credit Agreement provides that the Company has the right at any time to request one or more incremental term loan facilities or increases under existing term loan facilities and/or additional revolving credit facilities or increases under the existing revolving credit facility in an amount up to $ million of incremental commitments in the aggregate plus an unlimited amount so long as the pro forma Consolidated Secured Debt to Covenant Adjusted EBITDA ratio (each as calculated in accordance with the Credit Agreement (the "Consolidated Secured Debt Ratio")) would not exceed to 1.00, plus any amount of loans and commitments optionally prepaid and terminated under the senior secured credit facilities. 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 customary conditions precedent.
Prepayments and Amortization
The Credit Agreement requires the Company to prepay outstanding term loans, subject to certain exceptions, with:
•% of ASI's annual excess cash flow (as defined in the Credit Agreement) with step-downs to % and % upon ASI reaching certain Consolidated Secured Debt Ratio thresholds; provided, further, that such prepayment shall only be required to the extent excess cash flow for the applicable year exceeds $ million;
•% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property subject to certain exceptions and customary reinvestment rights; provided, further, that such prepayment shall only be required to the extent net cash proceeds exceeds $ million; and
•% of the net cash proceeds of any incurrence of debt, but excluding proceeds from certain debt permitted under the Credit Agreement.
The foregoing mandatory prepayments will be applied to the term loan facilities on a pro rata basis and will reduce the obligations to make scheduled amortization payments on a dollar for dollar basis as directed by the Company. The Company may voluntarily repay outstanding loans under the Credit Agreement any time without premium or penalty, other than customary "breakage" costs with respect to SOFR loans. Prepaid term loans may not be reborrowed.
If a change of control as defined in the Credit Agreement occurs, this will cause an event of default under the Credit Agreement. Upon an event of default, the new 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 new senior secured credit facilities under the Credit Agreement.
The Canadian Term A-4 Loans due 2029 require the payment of installments in quarterly principal amounts of C$ million from June 30, 2025 through June 30, 2029 and C$ million at maturity.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The GBP Term A Loans due 2029 require the payment of installments in quarterly principal amounts of £ million from September 30, 2024 through June 30, 2029 and £ million at maturity.
The United States Term A Loans due 2029 require the payment of installments in quarterly principal amounts of $ million from September 30, 2024 through June 30, 2029 and $ million at maturity.
The United States Term A-1 Loans due 2029 require the payment of installments in quarterly principal amounts of $ million from September 30, 2024 through June 30, 2029 and $ million at maturity.
The United States Term B-7 Loans due 2028 do not require any quarterly repayments of the principal amount and require the payment of $ million at maturity. The United States Term B-8 Loans due 2030 require repayment of principal in quarterly installments of $ million from September 30, 2024 through March 31, 2030 and $ million at maturity.
Guarantees
All obligations under the Credit Agreement are unconditionally guaranteed by Aramark Intermediate HoldCo Corporation and, subject to certain exceptions, substantially all of ASI's existing and future wholly-owned domestic subsidiaries excluding certain immaterial subsidiaries, Receivables Facility subsidiaries, certain other customarily excluded subsidiaries and certain subsidiaries designated under the Credit Agreement as "unrestricted subsidiaries," referred to, collectively, as the United States Guarantors. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by (i) a pledge of % of the capital stock of ASI, (ii) pledges of % of the capital stock (or % of voting stock and % of non-voting stock, in the case of the stock of foreign subsidiaries) held by ASI, Aramark Intermediate HoldCo Corporation or any of the United States Guarantors and (iii) a security interest in, and mortgages on, substantially all tangible assets of Aramark Intermediate HoldCo Corporation, ASI or any of the United States Guarantors.
Certain Covenants
The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, ASI's ability and the ability of its restricted subsidiaries 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 subordinated debt, except as scheduled or at maturity; create restrictions on the payment of dividends or other amounts to ASI from its restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing ASI's subordinated debt (or any indebtedness that refinances its subordinated debt); and fundamentally change ASI's business. The Credit Agreement also contains certain customary affirmative covenants, such as financial and other reporting, and certain events of default. At September 27, 2024, ASI was in compliance with all of these covenants.
The Credit Agreement requires ASI to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Covenant Adjusted EBITDA, not to exceed x. Consolidated total indebtedness secured by a lien is defined in the Credit Agreement as total indebtedness consisting of debt for borrowed money, finance leases, debt in respect of sale-leaseback transactions, disqualified and preferred stock and advances under the Receivables Facility secured by a lien reduced by the amount of cash and cash equivalents in the consolidated balance sheets that is free and clear of any lien. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under the Credit Agreement, which, if ASI's lenders under the Credit Agreement (other than the lenders in respect of ASI’s United States Term B-4 Loans due 2027, United States Term B-7 Loans due 2028 and United States Term B-8 Loans due 2030 which lenders shall not benefit from the maximum Consolidated Secured Debt Ratio) failed to waive any such default, would also constitute a default under the indentures governing the senior notes. The actual ratio at September 27, 2024 was x.
The Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, as a condition for ASI and its restricted subsidiaries to incur additional indebtedness and to make certain restricted payments. Consolidated interest expense is defined in the Credit Agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and dispositions and for certain non-cash or nonrecurring interest expense. The minimum Interest Coverage Ratio is at least x for the term of the Credit Agreement. If ASI 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 Credit Agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. The actual ratio was x for the fiscal year ended September 27, 2024.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On April 27, 2020, ASI issued $ million aggregate principal amount of % 2025 Notes. The Company capitalized upon issuance third-party costs of $ million directly attributable to the % 2025 Notes. The % 2025 Notes were issued pursuant to an indenture, dated as of April 27, 2020, entered into by and among ASI, the Company and certain other Aramark entities, as guarantors, and the U.S. Bank National Association, as trustee. The % 2025 Notes were issued at par. Interest on the % 2025 Notes was payable on May 1 and November 1 of each year.
On October 2, 2023, the Company fully redeemed the $ million % 2025 Notes in conjunction with the separation and distribution of the Uniform segment (see Note 2). The Company recorded $ million of charges to "Interest Expense, net" in the Consolidated Statements of Income for the fiscal year ended September 27, 2024, consisting of the payment of a $ million call premium and a $ million non-cash loss for the write-off of unamortized deferred financing costs on the % 2025 Notes. The amount paid for the call premium is included within "Other financing activities" on the Consolidated Statements of Cash Flows for the fiscal year ended September 27, 2024.
% Senior Notes due 2028
On January 18, 2018, ASI issued $ million aggregate principal amount of % Senior Notes due February 1, 2028 (the "2028 Notes"). The net proceeds from the 2028 Notes were used to finance the AmeriPride acquisition that occurred in fiscal 2018, to pay down certain borrowings under the revolving credit facility and to pay fees related to the transaction. The Company capitalized third-party costs of $ million directly attributable to the 2028 Notes, which are included in "Long-Term Borrowings" on the Consolidated Balance Sheets and are being amortized over the debt period.
The 2028 Notes were issued pursuant to an indenture, dated as of January 18, 2018 (the "2028 Notes Indenture"), entered into by and among ASI, the Company and certain other Aramark entities, as guarantors, and the U.S. Bank National Association, as trustee. The 2028 Notes were issued at par.
The 2028 Notes are senior unsecured obligations of ASI. The 2028 Notes rank equal in right of payment to all of the Issuer's existing and future senior indebtedness and will rank senior in right of payment to the Issuer's future subordinated indebtedness. The 2028 Notes are guaranteed on a senior, unsecured basis by the Company and substantially all of the domestic subsidiaries of ASI. The guarantees of the 2028 Notes rank equal in right of payment to all of the senior obligations of such guarantor. The 2028 Notes are effectively subordinated to all of ASI's existing and future secured indebtedness, to the extent of the value of the assets securing that indebtedness, and structurally subordinated to all of the liabilities of any of ASI's subsidiaries that do not guarantee the 2028 Notes. Interest on the 2028 Notes is payable on February 1 and August 1 of each year.
The 2028 Notes Indenture contains covenants limiting ASI'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 ASI; enter into sale and leaseback transactions; merge, consolidate, sell or otherwise dispose of all or substantially all of ASI's and its restricted subsidiaries assets; and designate ASI's subsidiaries as unrestricted subsidiaries. The 2028 Notes 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 applicable series of 2028 Notes to become or to be declared due and payable. Further, a failure to pay any obligations under the 2028 Notes Indenture as they become due or any event causing amounts to become due prior to their stated maturity could result in a cross-default and potential acceleration of the Company’s other outstanding debt obligations, including the other senior notes and obligations under the Credit Agreement.
% Senior Notes due 2025 and % Senior Notes due 2025
On March 22, 2017, ASI issued $ million of % Senior Notes due April 1, 2025 (the "% 2025 Notes"). The % 2025 Notes were issued pursuant to an indenture (the "% 2025 Notes Indenture"), entered into by and among ASI, the Company and certain other Aramark entities, as guarantors, and The Bank of New York Mellon, as trustee. The % 2025 Notes were issued at par. On March 27, 2017, Aramark International Finance S.à.r.l. ("AIFS"), an indirect wholly owned subsidiary of the Company, issued € million of % Senior Notes due April 1, 2025 (the "% 2025 Notes" and, together with the % 2025 Notes, the "2025 Notes"). The % 2025 Notes were issued pursuant to an indenture (the "% 2025 Notes Indenture"), entered into by and among AIFS, the Company and certain other Aramark entities, as guarantors, The Bank of New York Mellon, as trustee and registrar, and The Bank of New York Mellon, London Branch, as paying agent and transfer agent. The % 2025 Notes were issued at par.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the event of certain types of changes of control, the holders of the 2025 Notes may require the applicable Issuer to purchase for cash all or a portion of their 2025 Notes at a purchase price equal to % of the principal amount of such 2025 Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. ASI has the option to redeem all or a portion of the % 2025 Notes at any time at the redemption prices set forth in the % 2025 Notes Indenture, plus accrued and unpaid interest. Beginning April 1, 2020, AIFS has the option to redeem all or a portion of the % 2025 Notes at any time at the redemption prices set forth in the % 2025 Notes Indenture, plus accrued and unpaid interest.
The % 2025 Notes Indenture and the % 2025 Notes Indenture contain covenants limiting ASI'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 ASI; enter into sale and leaseback transactions; merge, consolidate, sell or otherwise dispose of all or substantially all of ASI's and its restricted subsidiaries assets; and designate ASI's subsidiaries as unrestricted subsidiaries. The % 2025 Notes Indenture and the % 2025 Notes Indenture also provide for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the applicable series of 2025 Notes to become or to be declared due and payable. Further, a failure to pay any obligations under the % 2025 Notes Indenture or the % 2025 Notes Indenture as they become due or any event causing amounts to become due prior to their stated maturity could result in a cross-default and potential acceleration of the Company’s other outstanding debt obligations, including the other senior notes and obligations under the Credit Agreement.
During fiscal 2022, the Company made optional prepayments of $ million on the % 2025 Notes.
Receivables Facility
The Company has a Receivables Facility agreement with financial institutions where it sells on a continuous basis an undivided interest in all eligible trade accounts receivable, as defined in the Receivables Facility. Amounts borrowed under the Receivables Facility fluctuate monthly based on the Company's funding requirements and the level of qualified receivables available to collateralize the Receivables Facility. On July 19, 2023, the Company increased the purchase limit available under the Receivables Facility from $ million to $ million and extended the scheduled maturity date from June 2024 to July 2026. All other terms and conditions of the agreement remained largely unchanged.
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.
As of September 27, 2024, and September 29, 2023, there were outstanding borrowings under the Receivables Facility.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | |
| 2025 | $ | | |
| 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| Thereafter | | |
| | $ | | | | $ | | | | Interest income | | () | | | () | | | () | |
|
| Total | | $ | | | | $ | | | | $ | | |
NOTE 7.
billion notional amount of outstanding interest rate swap agreements as of September 27, 2024, which fix the rate on a like amount of variable rate borrowings with varying maturities through December of fiscal 2028. During fiscal 2024, the Company entered into $ million notional amount of interest rate swap agreements to hedge the cash flow risk of variability in interest payments on variable rate borrowings.During fiscal 2023, the Company entered into bilateral agreements with its swap counterparties to transition all of its interest rate swap agreements to use SOFR as the reference rate due to the discontinuance of LIBOR. There were no changes to interest rate swap parties, notional amounts or settlement dates as a result of these amendments. All of the Company's interest rate swap agreements are indexed to SOFR.
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 loss and reclassified into earnings as the underlying hedged item affects earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Cash flows from hedging transactions are classified in the same category as the cash flows from the respective hedged item. As of September 27, 2024 and September 29, 2023, $ million and $ million, respectively, of unrealized net of tax gains related to the interest rate swaps were included in "Accumulated other comprehensive loss."
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | $ | | | | $ | | | | | | | | |
| (1) | Change in the amounts driven by changes in forward interest rates. |
| | $ | | | | Interest rate swap agreements | | Other Assets | | | | | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ) | | $ | () | | | $ | | |
| | |
| | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | | | | |
| (1) | Includes $ million and $ million of long-term prepaid rent as of September 27, 2024 and September 29, 2023, respectively. |
| (2) | During fiscal 2023, the Company recorded impairment charges to its Operating Lease Right-of-use Assets (see Note 1). |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | $ | | | | $ | | |
Variable lease costs(2) | | Cost of services provided (exclusive of depreciation and amortization) | | | | | | | | | |
| Short-term lease costs | | Cost of services provided (exclusive of depreciation and amortization) | | | | | | | | | |
Finance lease cost(3): | | | | | | | | |
| Amortization of right-of-use-assets | | Depreciation and amortization | | | | | | | | | |
| Interest on lease liabilities | | Interest Expense, net | | | | | | | | | |
| Net lease cost | | | | $ | | | | $ | | | | $ | | |
| | | | | |
| (1) | Excludes sublease income, which is immaterial. |
| (2) | Includes $ million, $ million and $ million of costs related to leases associated with revenue contracts with customers for fiscal 2024, fiscal 2023 and fiscal 2022, respectively. These costs represent the rent the Company pays its clients to operate at their locations, typically based on a percentage of sales. |
| (3) | Excludes variable lease costs, which are immaterial. |
| | $ | | | | $ | | | | Operating cash flows from finance leases | | | | | | | | | |
| Financing cash flows from finance leases | | | | | | | | | |
| Lease assets obtained in exchange for lease obligations: | | | | | | |
| Operating leases | | $ | | | | $ | | | | $ | | |
| Finance leases | | | | | | | | | |
| | | | | |
| (1) | For fiscal 2024, excludes cash paid for variable and short-term lease costs of $ million and $ million, respectively, that are not included within the measurement of lease liabilities. For fiscal 2023, excludes cash paid for variable and short-term lease costs of $ million and $ million, respectively, that are not included within the measurement of lease liabilities. For fiscal 2022, excludes cash paid for variable and short-term lease costs of $ million and $ million, respectively, that are not included within the measurement of lease liabilities. |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | $ | | | | $ | | | | 2026 | | | | | | | | |
| 2027 | | | | | | | | |
| 2028 | | | | | | | | |
| 2029 | | | | | | | | |
| Thereafter | | | | | | | | |
| Total future minimum lease payments | $ | | | | $ | | | | $ | | |
| Less: Interest | () | | | () | | | () | |
| Present value of lease liabilities | $ | | | | $ | | | | $ | | |
NOTE 9.
performance obligation, which is satisfied over time. The Company primarily accounts for its performance obligations under the series guidance, using the as-invoiced practical expedient when applicable. The Company applies the right to invoice practical expedient to record revenue as the services are provided, given the nature of the services provided and the frequency of billing under the customer contracts. Under this practical expedient, the Company recognizes revenue in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date and for which the Company has the right to invoice the customer. Certain arrangements include performance obligations which include variable consideration (primarily per transaction fees). For these arrangements, the Company does not need to estimate the variable consideration for the contract and allocate to the entire performance obligation; therefore, the variable fees are recognized in the period they are earned.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | $ | | | | $ | | | | Education | | | | | | | | | |
Healthcare(1) | | | | | | | | | |
| Sports, Leisure & Corrections | | | | | | | | | |
Facilities & Other(1) | | | | | | | | | |
| Total FSS United States | | | | | | | | | |
| | | | | | |
| FSS International: | | | | | | |
| Europe | | | | | | | | | |
| Rest of World | | | | | | | | | |
| Total FSS International | | | | | | | | | |
| | | | | | |
| Total Revenue | | $ | | | | $ | | | | $ | | |
| | | | | |
| (1) | In fiscal 2024, management began reporting results for healthcare facility services within "Healthcare," whereas the results were previously reported within "Facilities & Other." As such, the "Healthcare" and "Facilities & Other" results for the fiscal years ended September 29, 2023 and September 30, 2022 were recast to reflect this change. |
Contract Balances
The Company defers sales commissions earned by its sales force that are considered to be incremental and recoverable costs of obtaining a contract tied to its food and facilities services. The deferred costs are amortized using the portfolio approach on a straight line basis over the average period of benefit, approximately years, and are assessed for impairment on a periodic basis. Determination of the amortization period and the subsequent assessment for impairment of the contract cost asset requires judgment. Employee sales commissions are recorded within "Other Assets" on the Consolidated Balance Sheets (see Note 1).
Leasehold improvements and costs to fulfill contracts include payments made by the Company to enhance the service resources used by the Company to satisfy its performance obligation. These amounts are amortized on a straight-line basis over the contract period. If a contract is terminated prior to its maturity date, the Company is typically reimbursed for the unamortized amount. As of September 27, 2024 and September 29, 2023, the Company had $ million and $ million of leasehold improvements capitalized in "Property and equipment, net" on the Consolidated Balance Sheets. Cost to fulfill - Client is recorded within "Other Assets" on the Consolidated Balance Sheets (see Note 1).
Long-term prepaid rent is amortized over the contract period. If a contract is terminated prior to its maturity date, the Company is typically reimbursed for the unamortized amount. Long-term prepaid rent is recorded within "Operating Lease Right-of use Assets" on the Consolidated Balance Sheets (see Note 8).
| | $ | | | | $ | | | | Leasehold improvements | | Depreciation and amortization | | | | | | | | | |
| Cost to fulfill - Client | | Depreciation and amortization | | | | | | | | | |
| Long-term prepaid rent | | Cost of services provided (exclusive of depreciation and amortization) | | | | | | | | | |
| | | Deferred income is recognized in "Accrued expenses and other current liabilities" and "Other Noncurrent Liabilities" on the Consolidated Balance Sheets when the Company has received consideration, or has the right to receive consideration, in
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | $ | | |
NOTE 10.
million, $ million and $ million, respectively. The Company also maintains similar contributory and non-contributory defined contribution retirement plans at several of its international operations, primarily in Canada and the United Kingdom. The total expense of these international plans for fiscal 2024, fiscal 2023 and fiscal 2022 was $ million, $ million and $ million, respectively. | | $ | | | | Benefit Obligation | | | | | | |
| Funded Status | | $ | | | | $ | | |
| | $ | | | | $ | — | | | $ | — | | | | |
| | |
| Investment funds: | | | | | | | | |
| Equity funds | | | | | — | | | | | | — | |
| Fixed income funds | | | | | — | | | | | | — | |
| Insurance contracts | | | | | — | | | — | | | | |
| | |
| Total | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | |
| | | September 29, 2023 | | Quoted prices in active markets
Level 1 | | Significant other observable inputs
Level 2 | | Significant unobservable inputs
Level 3 |
| Cash and cash equivalents | | $ | | | | $ | | | | $ | — | | | $ | — | |
| | |
| | |
| Investment funds: | | | | | | | | |
| Equity funds | | | | | — | | | | | | — | |
| Fixed income funds | | | | | — | | | | | | — | |
| Real estate | | | | | — | | | — | | | | |
| Total | | $ | | | | $ | | | | $ | | | | $ | | |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| $ | | | $ | | | No | 5/31/2024 - 9/30/2027 | | UNITE HERE Retirement Fund | 82-0994119/ 001 | Critical and Declining | Critical and Declining | Implemented | | | | | | | No | 12/31/2022 - 1/1/2026 |
| Local 1102 Retirement Trust | 13-1847329/ 001 | Critical and Declining | Critical and Declining | Implemented | | | | | | | No | 10/31/2024 |
Central States SE and SW Areas Pension Plan(1) | 36-6044243/ 001 | Critical | Critical | Implemented | | | | | | | No | 8/31/2025 - 1/31/2028 |
| Pension Plan for Hospital & Health Care Employees Philadelphia & Vicinity | 23-2627428/ 001 | Critical and Declining | Critical and Declining | Implemented | | | | | | | No | 1/31/2028 |
SEIU National Industry Pension Fund (2) | 52-6148540/ 001 | Critical | Critical | Implemented | | | | | | | No | 4/14/2025 - 6/30/2025 |
Retail Wholesale & Department Store International Union and Industry Pension Fund(3) | 63-0708442/ 001 | Critical and Declining | Critical and Declining | Implemented | | | | | | | No | 1/31/2025 - 6/30/2027 |
| Other funds | | | | | | | | | | | | |
| Total contributions | | | | | $ | | | $ | | | $ | | | | |
| | | | | | | | | | | | | | | | | | | | |
| (1) | Approximately % of the Company's participants in this fund are covered by a single CBA that expired on 7/7/2027. |
| (2) | Approximately % of the Company's participants in this fund are covered by a single CBA that expires on 4/14/2025. |
| (3) | Approximately % of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2027. |
The Company provided more than 5 percent of the total contributions for the following plan and plan years:
| | | | | | | | |
Pension
Fund | | Contributions to the plan exceeded more than 5% of total contributions (as of the plan's year-end) |
| Local 1102 Retirement Trust | | 12/31/2023, 12/31/2022, and 12/31/2021 |
At the date the Company's financial statements were issued, Forms 5500 were not available for the plan years ending in fiscal 2024.
NOTE 11.
| | $ | | | | $ | () | | Non-United States(2) | | | | | | | | | |
| | $ | | | | $ | | | | $ | | |
| | | | | |
| (1) | Fiscal 2024 includes gains from sale of equity investments (see Note 1). |
| (2) | Fiscal 2023 includes gains from sale of equity investments (see Note 1). |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | $ | () | | | $ | () | | | State and local | | | | | | | | () | |
| Non-United States | | | | | | | | | |
| | | | | | | | () | |
| Deferred: | | | | | | |
Federal(1) | | () | | | | | | | |
| State and local | | | | | | | | () | |
| Non-United States | | | | | | | | () | |
| | () | | | | | | | |
| | $ | | | | $ | | | | $ | | |
| | | | | |
| (1) | Fiscal 2023 increase in deferred tax expense is a result of the utilization of tax credit carryforward assets. |
Current taxes receivable of $ million and $ million at September 27, 2024 and September 29, 2023, respectively, are included in "Prepayments and other current assets" on the Consolidated Balance Sheets. Current income taxes payable of $ million and $ million at September 27, 2024 and September 29, 2023, respectively, are included in "Accrued expenses and other current liabilities" on the Consolidated Balance Sheets.
% | | | % | | | % | | Increase (decrease) in taxes, resulting from: | | | | | | |
| State income taxes, net of Federal tax benefit | | | | | | | | | |
| Foreign taxes | | | | | | | | | |
| Reduction of foreign valuation allowances | | () | | | () | | | () | |
| Permanent book/tax differences | | | | | () | | | | |
| Uncertain tax positions | | | | | | | | | |
| Foreign tax credit valuation allowance | | | | | () | | | () | |
Sale of investments(1) | | | | | () | | | | |
|
|
| Pennsylvania Rate Change Impact | | | | | | | | () | |
| Tax credits & other | | () | | | () | | | () | |
| Effective income tax rate | | | % | | | % | | | % |
|
| | | | | |
| (1) | Includes mainly capital tax gains related to the sale of the Company's equity investment in AIM Services Co., Ltd. offset by capital tax losses in certain investments in foreign entities. |
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 tax return positions. Reserves are established when positions are "more likely than not" to be challenged and not sustained. Reserves are adjusted at each financial statement date to reflect the impact of audit settlements, expiration of statutes of limitation, developments in tax law and ongoing discussions with tax authorities. Accrued interest and penalties associated with uncertain tax positions are recognized as part of the income tax provision.
As of each reporting date, the Company considers existing evidence, both positive and negative, that could impact the need for valuation allowances against DTAs. During fiscal 2024, fiscal 2023 and fiscal 2022, the Company recorded a benefit to the "Provision for Income Taxes from Continuing Operations" within the Consolidated Statements of Income of $ million, $ million and $ million, respectively, for the reversal of a valuation allowance at a subsidiary in the FSS International
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On July 8, 2022, Pennsylvania enacted a corporate net income tax rate reduction over a nine year period. The income tax rate for the 2022 and 2023 tax years are 9.99% and 8.99%, respectively. Starting with the 2024 tax year, the income tax rate is reduced by 0.50% annually until it reaches 4.99% for the 2031 tax year. The Company calculated the impact of the income tax rate reduction on the DTA and DTL balances at September 30, 2022 and recorded a net benefit of $ million to the "Provision for Income Taxes from Continuing Operations" within the Consolidated Statements of Income during fiscal 2022.
| | $ | | |
| Property and equipment | | | | | | |
| Investments | | | | | | |
| Other intangible assets, including goodwill | | | | | | |
| Inventory | | | | | | |
| Operating Lease Right-of-use Assets | | | | | | |
| | | |
| Computer software costs and other | | | | | | |
| Gross deferred tax liability | | | | | | |
| Deferred tax assets: | | | | |
| Investments | | | | | | |
| Inventory | | | | | | |
| Insurance | | | | | | |
| Property and Equipment | | | | | | |
| Employee compensation and benefits | | | | | | |
| Accruals and allowances | | | | | | |
| Operating lease liabilities | | | | | | |
| NOL/credit carryforwards and other | | | | | | |
| Gross deferred tax asset, before valuation allowances | | | | | | |
| Valuation allowances | | () | | | () | |
| Net deferred tax liability | | $ | | | | $ | | |
) | | $ | () | | Additions(1) | | () | | | | |
Subtractions(2) | | | | | | |
| Balance, end of year | | $ | () | | | $ | () | |
| | | | | |
| (1) | The Additions are mainly driven by a valuation allowance recorded related to pension assets in the FSS International segment. |
| (2) | The Subtractions are mainly driven by the reversal of a valuation allowance based on future taxable income expected due to acquisitions of businesses in the FSS International segment. |
DTLs of $ million and $ million as of September 27, 2024 and September 29, 2023, respectively, are included in "Deferred Income Taxes" on the Consolidated Balance Sheets. DTAs of $ million and $ million as of September 27, 2024 and September 29, 2023, respectively, are included in "Other Assets" on the Consolidated Balance Sheets.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 27, 2024, the Company has $ million of FTC carryforwards, which begin to expire in 2027, along with $ million of general business credits, which begin to expire in 2045, and $ million of interest restriction carryforwards, which do not expire. The Company has a valuation allowance of $ million on the DTAs related to FTC carryforwards as of September 27, 2024.
Undistributed earnings of certain foreign subsidiaries for which no DTL was recorded amounted to approximately $ million and $ million as of September 27, 2024 and September 29, 2023, respectively. The foreign withholding tax cost associated with remitting these earnings is $ million and $ million as of September 27, 2024 and September 29, 2023, respectively. Such amounts have not been accrued by the Company as it believes those foreign earnings are permanently reinvested.
The Company has $ million of total gross unrecognized tax benefits as of September 27, 2024, of which $ million, if recognized, would impact the effective tax rate and $ million would result in an adjustment to the DTL or payable.
| | $ | | | | Additions based on tax positions taken in the current year | | | | | |
| Additions for tax positions taken in prior years | | | | | |
Reductions for remeasurements, settlements and payments(1) | () | | | () | |
| Reductions due to statute expiration | () | | | () | |
| Balance, end of year | $ | | | | $ | | |
| | | | | |
| (1) | Fiscal 2023 includes a remeasurement of foreign tax credit assets that are available to reduce a position taken in prior years. |
The Company has $ million and $ million accrued for interest and penalties as of September 27, 2024 and September 29, 2023, respectively, on the Consolidated Balance Sheets and recorded $ million, $ million and $ million in interest and penalties during fiscal 2024, fiscal 2023 and fiscal 2022, respectively in the Consolidated Statements of Income. Interest and penalties related to unrecognized tax benefits are recorded in "Provision for Income Taxes from Continuing Operations" on the Consolidated Statements of Income. The Company has $ million of FTCs that will reduce the gross unrecognized tax benefit.
Unrecognized tax benefits are not expected to significantly change within the next 12 months.
Generally, a number of years may elapse before a tax reporting year is audited and finally resolved. With few exceptions, the Company is no longer subject to United States federal, state or local examinations by tax authorities before 2015. While it is often difficult to predict the final outcome or the timing of or resolution of a particular tax matter, the Company does not anticipate any adjustments resulting from United States federal, state or foreign tax audits that would result in a material change to the financial condition or results of operations. Adequate amounts are established for any adjustments that may result from examinations for tax years after 2015. However, an unfavorable settlement of a particular issue would require use of the Company's cash and cash equivalents.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12.
million of Aramark's outstanding common stock. The share repurchase program does not have a fixed expiration date. | | $ | | | | $ | | | On November 8, 2024, an $ dividend per share of common stock was declared, payable on December 12, 2024, to shareholders of record on the close of business on December 2, 2024.
The Company has million shares of preferred stock authorized, with a par value of $ per share. At September 27, 2024 and September 29, 2023, shares of preferred stock were issued or outstanding.
NOTE 13.
million. On January 29, 2020, the Company's stockholders approved the Second Amended and Restated 2013 Stock Incentive Plan, which amended and restated the 2013 Stock Plan. The Second Amended and Restated 2013 Stock Incentive Plan provides for up to million of new shares authorized for issuance to participants, in addition to the shares that remained available for issuance under the 2013 Stock Plan as of January 29, 2020 that are not subject to outstanding awards under the 2013 Stock Plan. On February 2, 2021, the Company's stockholders approved the Third Amended and Restated 2013 Stock Incentive Plan, which amended and restated the Company's 2013 Incentive Plan last amended on January 29, 2020. The Third Amended and Restated 2013 Stock Incentive Plan provides for up to million of new shares authorized for issuance to participants, in addition to the shares that remained available for issuance under the 2013 Stock Plan.On February 3, 2023, the stockholders of Aramark approved the Aramark 2023 Stock Incentive Plan (the "2023 Stock Plan") to replace the 2013 Stock Plan. The 2023 Stock Plan provides for up to million of new shares authorized for issuance to participants, in addition to the shares that remained available for issuance under the 2013 Stock Plan.
| | $ | | | | $ | | | | TBO-Rs | | | | | | | | | |
| RSUs | | | | | | | | | |
| PSUs | | | | | | | | | |
| Deferred Stock Units | | | | | | | | | |
ESPP(1) | | | | | | | | | |
| | $ | | | | $ | | | | $ | | |
| | | | | | |
| Taxes related to share-based compensation | | $ | | | | $ | | | | $ | | |
| Cash Received from Option Exercises/ESPP Purchases | | | | | | | | | |
Tax Benefit on Share Deliveries (2) | | | | | | | | | |
| | | | | |
| (1) | Share-based compensation expense related to the ESPP decreased during fiscal 2023 compared to fiscal 2022 as the Company suspended its ESPP beginning in the second quarter of fiscal 2023. |
| (2) | The tax benefit on option exercises, restricted stock unit and ESPP unit deliveries is included in "Accrued Expenses" on the Consolidated Statements of Cash Flows. |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | TBO-Rs | | | | | |
| RSUs | | | | | |
| PSU | | | | | |
| Total | | $ | | | | |
Stock Options
Time-Based Options
The Company's annual TBO grants for fiscal 2024, fiscal 2023 and fiscal 2022 were awarded in November 2023, November 2022 and November 2021, respectively. The fiscal 2024 and 2023 TBO grants vest solely based upon continued employment over a time period. The fiscal 2022 TBO grants vest solely based upon continued employment over a time period. All TBOs remain exercisable for years from the date of grant.
The fair value of the TBOs granted was estimated using the Black-Scholes option pricing model. The expected volatility is based on the historic volatility of the Company's stock 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 method providing a reasonable estimate in comparison to actual experience. 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. Compensation expense for TBOs is recognized on a straight-line basis over the vesting period during which employees perform related services.
% | % | | % | | Expected dividend yield | | % - % | | % - % | | % - % |
| Expected life (in years) | | | | | | |
| Risk-free interest rate | | % - % | | % - % | | % - % |
| Weighted-average grant-date fair value | | $ | | $ | | $ |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | $ | | | | | | | | Granted | | | | | $ | | | | | | |
| Exercised | | () | | | $ | | | | | | |
| Forfeited and expired | | () | | | $ | | | | | | |
Awards transferred to Vestis at spin-off (1) | | () | | | $ | | | | | | |
Adjustments to Aramark awards related to the spin-off of Vestis(2) | | | | | | | | $ | | | | $ | | | | |
| Exercisable at September 27, 2024 | | | | | $ | | | | $ | | | | |
| Expected to vest at September 27, 2024 | | | | | $ | | | | $ | | | | |
| | | | | |
| (1) | In connection with the spin-off of Vestis, all outstanding (vested and unvested) Aramark TBOs which had been granted to Uniform segment employees were converted into Vestis awards. These awards preserved the same intrinsic value, as well as general terms and conditions, of the original Aramark awards. |
| (2) | In connection with the spin-off of Vestis, all outstanding Aramark awards were adjusted to preserve the aggregate value of the awards as measured immediately prior to the spin-off. |
| | $ | | | | $ | | | | Total fair value that vested (in millions) | | | | | | | | | |
Retention Time-Based Options
In September 2020, the Board of Directors granted special stock option awards for fiscal 2021 to its key business leaders. The option awards have exercise prices that are in all cases materially above the trading price of the Company's common stock as of the date of grant. The options are awarded in tranches, with exercise prices that start at $ and increase in $ increments to a $ exercise price. All options remain exercisable for years from the date of grant. These awards will vest ratably on the third, fourth and fifth anniversaries of the grant date. The fair value of the TBO-Rs granted was estimated using the Black-Scholes option pricing model, following the same assumptions and methodology used to value the TBOs.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | $ | | | | | | | | | |
| Exercised | | () | | | $ | | | | | | |
| | |
| | |
Adjustments to Aramark awards related to the spin-off of Vestis(1) | | | | | | | | | |
| Outstanding at September 27, 2024 | | | | | $ | | | | $ | | | | |
| Exercisable at September 27, 2024 | | | | | $ | | | | $ | | | | |
| Expected to vest at September 27, 2024 | | | | | $ | | | | $ | | | | |
| | | | | |
| (1) | In connection with the spin-off of Vestis, all outstanding Aramark awards were adjusted to preserve the aggregate value of the awards as measured immediately prior to the spin-off. |
| | $ | | | | $ | | | | Total fair value that vested (in millions) | | | | | | | | | |
Time-Based Restricted Stock Units
The Company's annual RSU grants for fiscal 2024, fiscal 2023 and fiscal 2022 were awarded in November 2023, November 2022, and November 2021 respectively. For RSU grants awarded during or subsequent to November 2022 and prior to September 2020, the RSU agreement provides that % of each grant will vest and be settled in shares on each of the first four anniversaries of the grant date, subject to the participant's continued employment with the Company through each such anniversary. For RSU grants awarded between September 2020 and October 2022, the RSU agreement provides that % of each grant will vest and be settled in shares 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.
| $ | | | | Granted | | | | $ | | |
| Vested | | () | | $ | | |
| Forfeited | | () | | $ | | |
Awards transferred to Vestis at spin-off (1) | | () | | | $ | | |
Adjustments to Aramark awards related to the spin-off of Vestis(2) | | | | |
| Outstanding at September 27, 2024 | | | | | $ | | |
| | | | | |
| (1) | In connection with the spin-off of Vestis, all unvested Aramark RSUs which had been granted to Uniform segment employees were converted into Vestis awards. These awards preserved the same intrinsic value, as well as general terms and conditions, of the original Aramark awards. |
| (2) | In connection with the spin-off of Vestis, all unvested Aramark awards were adjusted to preserve the aggregate value of the awards as measured immediately prior to the spin-off. |
| | $ | | | | $ | | | Performance Stock Units
Under the 2013 Stock Plan and 2023 Stock Plan, the Company is authorized to grant 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. During fiscal 2024 and fiscal 2023, the
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On October 13, 2023, the Company's Compensation and Human Resources Committee of the Board of Directors (the "Committee"), pursuant to the terms of the Third Amended and Restated 2013 Stock Incentive Plan and to reflect the separation and distribution of the Company’s Uniform segment that occurred on September 30, 2023, approved amendments to the performance goals and performance periods for the Company’s outstanding PSUs. For the PSUs granted in fiscal 2022, which were subject to performance targets for the period ending September 27, 2024, two-thirds of these PSUs became subject to new adjusted performance targets and an adjusted performance period for the period ending September 29, 2023 and the remaining one-third of these PSUs became subject to new adjusted performance targets for the period ending September 27, 2024. The PSUs granted in fiscal 2023, which were subject to performance targets for the period ending October 3, 2025, were amended to be subject to adjusted performance targets primarily to reflect the Company on a post-spin off basis. The Committee also approved adjustments increasing the maximum aggregate number of shares authorized for awards under the 2023 Stock Plan by an additional million shares.
| $ | | | | Granted | | | | $ | | |
| | | |
| Forfeited | | () | | $ | | |
Awards transferred to Vestis at spin-off (1) | | () | | | $ | | |
Adjustments to Aramark awards related to the spin-off of Vestis(2) | | | | | | | $ | | |
| | | | | |
| (1) | In connection with the spin-off of Vestis, all unvested Aramark PSUs which had been granted to Uniform segment employees were converted into Vestis awards. These awards preserved the same intrinsic value, as well as general terms and conditions, of the original Aramark awards. |
| (2) | In connection with the spin-off of Vestis, all unvested Aramark awards were adjusted to preserve the aggregate value of the awards as measured immediately prior to the spin-off. |
Deferred Stock Units
Deferred Stock Units are issued only to non-employee members of the Board of Directors and represent the right to receive shares of the Company's common stock in the future. Each Deferred Stock Unit will be converted to share of the Company's common stock either on the first day of the seventh month after which such director ceases to serve as a member of the Board of Directors or at the director's election upon vesting. 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 on the day prior to the next annual meeting of stockholders (which is generally after grant). The Company granted Deferred Stock Units during fiscal 2024. In addition, directors may elect to defer their cash retainer into Deferred Stock Units which are fully vested upon issuance.
Employee Stock Purchase Plan
On February 2, 2021, the Company’s stockholders approved the Aramark 2021 ESPP. The ESPP allows eligible employees to contribute up to % of their eligible pay toward the quarterly purchase of the Company’s common stock, subject to an annual maximum dollar amount. The purchase price is % of the lesser of the i) fair market value per share of the Company’s common stock as determined on the purchase date or ii) fair market value per share of the Company’s common stock as determined on the first trading day of the quarterly offering period. Purchases under the ESPP are made in March, June, September, and December. The aggregate number of shares of common stock that may be issued under the ESPP may not exceed million shares. There were million and million shares purchased under the ESPP during the fiscal years
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14.
| | $ | | | | $ | | | | Income 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 attributable to Aramark stockholders: | | | | | | |
| Income from Continuing Operations | | $ | | | | $ | | | | $ | | |
| Income from Discontinued Operations | | | | | | | | | |
| Basic earnings per share attributable to Aramark stockholders | | $ | | | | $ | | | | $ | | |
| Diluted earnings per share attributable to Aramark stockholders: | | | | | | |
| Income from Continuing Operations | | $ | | | | $ | | | | $ | | |
| Income from Discontinued Operations | | | | | | | | | |
| Diluted earnings per share attributable to Aramark stockholders | | $ | | | | $ | | | | $ | | |
| | | | | | | PSUs(2) | | | | | | | | | |
| | | | | |
| (1) | Share-based awards were not included in the computation of diluted earnings per common share, as their effect would have been antidilutive. |
| (2) | PSUs were not included in the computation of diluted earnings per common share, as the performance targets were not yet met. |
NOTE 15.
million at September 27, 2024, primarily in connection with commitments for capital projects to help finance improvements or renovations at the facilities in which the Company operates.At September 27, 2024, the Company also has letters of credit outstanding in the amount of $ million.
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 actions by clients, customers, 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,
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 16.
reportable segments: FSS United States and FSS International. The Company defines its segments as those operations whose results the chief operating decision maker, identified as the Chief Executive Officer, regularly reviews to analyze performance and allocate resources. Approximately % of the global revenue is related to food services and % is related to facilities services. | | $ | | | | $ | | | | FSS International | | | | | | | | |
| $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | FSS International | | | | | | | | |
| Total Segment Operating Income | | | | | | | | |
Corporate(1) | () | | | () | | | () | |
| Total Operating Income | $ | | | | $ | | | | $ | | |
(1) Corporate includes general expenses not specifically allocated to an individual segment and share-based compensation expense (see Note 13).
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| Reconciliation to Income from Continuing Operations Before Income Taxes | September 27, 2024 | | September 29, 2023 | | September 30, 2022 |
| Total Operating Income | $ | | | | $ | | | | $ | | |
| Gain on Equity Investments, net | () | | | () | | | | |
| Interest Expense, net | | | | | | | | |
| Income from Continuing Operations Before Income Taxes | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | FSS International | | | | | | | | |
| Corporate | | | | | | | | |
| $ | | | | $ | | | | $ | | |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | $ | | | | $ | | | | FSS International | | | | | | | | |
| Corporate | | | | | | | | |
| $ | | | | $ | | | | $ | | |
* Includes amounts acquired in business combinations
| | $ | | | | FSS International | | | | | |
Corporate(1) | | | | | |
| Discontinued Operations | | | | | |
| $ | | | | $ | | |
| | | | | |
| (1) | In anticipation of the separation and distribution of Vestis, the Uniform legal entity executed a cash dividend to Aramark Corporate of approximately $ billion, resulting in an elevated level of identifiable assets within Corporate in fiscal 2023. |
| | $ | | | | $ | | | | Foreign | | | | | | | | |
| $ | | | | $ | | | | $ | | |
| | $ | | | | Foreign | | | | | |
| $ | | | | $ | | |
NOTE 17.
The fair value of the Company's debt at September 27, 2024 and September 29, 2023 was $ million and $ million, respectively. The carrying value of the Company's debt at September 27, 2024 and September 29, 2023 was $ million and $ million, respectively. The fair values were
million, which is comprised of the adjusted contingent consideration liability recorded as part of the acquisition and reversal of a portion of compensation expense previously recognized in the Consolidated Statements of Income since the acquisition. The income is included in "Cost of services provided (exclusive of depreciation and amortization)" on the Consolidated Statements of Income for the fiscal year ended September 29, 2023. During fiscal 2024, the Company adjusted the remaining contingent consideration liability resulting in income of $ million, which is included in "Cost of services provided (exclusive of depreciation and amortization)" on the Consolidated Statements of Income. The contingent consideration liability at September 27, 2024 and September 29, 2023 was and $ million, respectively.As part of the Next Level acquisition completed in fiscal 2021, the Company recorded a contingent consideration obligation based on the fair value of the expected payments. The Company performed a fair value assessment of the contingent consideration obligation based on the terms and conditions of the Next Level purchase agreement, as amended, using internal models. The inputs utilized in estimating the fair value of the contingent consideration have been classified as Level 3 in the fair value hierarchy levels and are subject to risk and uncertainty. During fiscal 2023, the Company adjusted the contingent consideration liability to the fair value of the future expected payment, resulting in income of $ million, which is included in "Cost of services provided (exclusive of depreciation and amortization)" on the Consolidated Statements of Income. During fiscal 2022, the Company paid $ million related to the contingent consideration liability, which was for the calendar 2021 performance period. In addition, the Company adjusted the contingent consideration liability to the fair value of future expected payments during fiscal 2022, resulting in income of $ million, which is included in "Cost of services provided (exclusive of depreciation and amortization)" on the Consolidated Statements of Income. The earnout period has ended and the fair value of the contingent consideration liability at September 27, 2024 and September 29, 2023 was .
| | $ | | | | $ | () | | | $ | | | | Fiscal Year 2023 | | | | | | | | |
| Allowance for credit losses | | $ | | | | $ | | | | $ | () | | | $ | | |
| Fiscal Year 2022 | | | | | | | | |
| Allowance for credit losses | | $ | | | | $ | () | | | $ | () | | | $ | | |
| | | | | |
| (1) | Represents an increase (or decrease) in the reserve for estimated future credit losses charged to expense. |
| (2) | Amounts determined not to be collectible and charged against the reserve and translation. These amounts do not impact the Consolidated Statements of Income. |
EXHIBIT INDEX
Copies of any of the following exhibits are available to Stockholders for the cost of reproduction upon written request to the Secretary, Aramark, 2400 Market Street, Philadelphia, PA 19103.
| | | | | | | | | | | |
| Exhibit No. | | Description | |
| | | |
| | | |
| | | |
| | | |
| | Indenture dated as of March 22, 2017, among Aramark Services, Inc., as issuer, Aramark, as parent guarantor, the subsidiary guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of Aramark's Current Report on Form 8-K filed with the SEC on March 28, 2017, pursuant to the Exchange Act (file number 001-36223)). | |
| | Indenture dated as of March 27, 2017, among Aramark International Finance S.à.r.l., as issuer, Aramark, as parent guarantor, Aramark Services, Inc., the other guarantors named therein and The Bank of New York Mellon, as trustee and registrar, and The Bank of New York Mellon, London Branch, as paying agent and transfer agent (incorporated by reference to Exhibit 4.2 of Aramark's Current Report on Form 8-K filed with the SEC on March 28, 2017, pursuant to the Exchange Act (file number 001-36223)). | |
| | Indenture, dated as of January 18, 2018, among Aramark Services, Inc., as issuer, Aramark, as parent guarantor, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Aramark’s Current Report on Form 8-K filed with the SEC on January 24, 2018 pursuant to the Exchange Act (file number 001-36223)). | |
| | Indenture, dated as of April 27, 2020, among Aramark Services, Inc., as issuer, Aramark Intermediate Holdco Corporation, as parent guarantor, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Aramark’s Current Report on Form 8-K filed with the SEC on April 28, 2020, pursuant to the Exchange Act (file number 001-36223)). | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | | | | | | | | | |
| | Credit Agreement, dated as of March 28, 2017, among Aramark Services, Inc., Aramark Intermediate HoldCo Corporation, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l., each subsidiary of the United States Borrower that from time to time becomes a party thereto, the financial institutions from time to time party thereto, the issuing banks named therein, JPMorgan Chase Bank, N.A., as administrative agent for the lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 of Aramark’s Current Report on Form 8-K/A filed with the SEC on March 29, 2017, pursuant to the Exchange Act (file number 001-36223)). | |
| | Incremental Amendment No. 1, dated as of September 20, 2017, among Aramark Services, Inc. (the “Company”) Aramark Intermediate HoldCo Corporation, ARAMARK Canada Ltd. (“Aramark Canada”), ARAMARK Investments Limited (“Aramark UK”), and certain wholly-owned subsidiaries of the Company, the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Aramark Intermediate HoldCo Corporation, Aramark Canada, Aramark UK, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (including the financial institutions party to the Incremental Amendment, the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark's Current Report on Form 8-K filed with the SEC on September 26, 2017, pursuant to the Exchange Act (file number 001-36223)). | |
| | Incremental Amendment No. 2, dated as of December 11, 2017, among Aramark Services, Inc., Aramark Intermediate HoldCo Corporation (“Holdings”) and certain wholly-owned subsidiaries of Aramark Services, Inc., the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among Aramark Services, Inc., Holdings, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of Aramark Services, Inc., the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on December 12, 2017 pursuant to the Exchange Act (file number 001-36223)). | |
| | Incremental Amendment No. 3, dated as of February 28, 2018, among Aramark Services, Inc., ARAMARK Canada Ltd., and Aramark Intermediate HoldCo Corporation (“Holdings”), the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among Aramark Services, Inc., Holdings, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of Aramark Services, Inc., the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2018, pursuant to the Exchange Act (file number 001-36223)). | |
| | Amendment No. 4, dated as of May 11, 2018, among Aramark Services, Inc. (the “Company”), Sumitomo Mitsui Banking Corp. (the “Yen Term C Lender”) and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Aramark Intermediate Holdco Corporation, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018, pursuant to the Exchange Act (file number 001-36223)). | |
| | | | | | | | | | | |
| | Amendment No. 5, dated as of May 24, 2018, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), certain wholly-owned subsidiaries of the Company, each Converting United States Term B-2 Lender (as defined therein), the Additional United States Term B-2 Lender (as defined therein), the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Holdings, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on May 31, 2018 pursuant to the Exchange Act (file number 001-36223)). | |
| | Amendment No. 6, dated as of June 12, 2018, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), certain wholly-owned subsidiaries of the Company, each Converting United States Term B-3 Lender (as defined therein), the Additional United States Term B-3 Lender (as defined therein), the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Holdings, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on June 18, 2018 pursuant to the Exchange Act (file number 001-36223)). | |
| | Amendment No. 7 (the “Amendment”), dated as of October 1, 2018, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), Aramark Intermediate HoldCo Corporation (“Holdings”), ARAMARK Canada Ltd. (the “Canadian Borrower”), ARAMARK Investments Limited, ARAMARK Limited (together with ARAMARK Investments Limited, the “UK Borrowers”), ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company (together with ARAMARK Ireland Holdings Limited, the “Irish Borrowers”), ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG, the “German Borrower”), Aramark International Finance S.à.r.l. (the “Luxembourg Borrower”), certain other wholly-owned subsidiaries of the Company, the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Holdings, the Canadian Borrower, the UK Borrower, the Irish Borrowers, the German Borrower, the Luxembourg Borrower and certain other wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on October 4, 2018 pursuant to the Exchange Act (file number 001-36223)). | |
| | Incremental Amendment No. 8 (the “Incremental Amendment”), dated as of January 15, 2020, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), certain wholly-owned subsidiaries of the Company, the United States Term B-4 Lenders (as defined therein) and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined therein) and collateral agent for the secured parties thereunder amending that certain credit agreement, dated March 28, 2017, among the Company, Holdings, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG), Aramark International Finance S.à.r.l. and certain other wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (including the financial institutions party to the Incremental Amendment, the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on January 16, 2020 pursuant to the Exchange Act (file number 001-36223)). | |
| | Amendment No. 9, dated as of April 22, 2020, among Aramark Services, Inc., as borrower, Aramark Intermediate Holdco Corporation, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG), Aramark International Finance S.à.r.l., each lender party thereto and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 of Aramark’s Current Report on Form 8-K filed with the SEC on April 28, 2020, pursuant to the Exchange Act (file number 001-36223)). | |
| | | | | | | | | | | |
| | Amendment No. 10, dated as of November 12, 2020, among Aramark Services, Inc., Aramark Intermediate HoldCo Corporation, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG), Aramark International Finance S.à.r.l., each lender party thereto and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.11 to Aramark’s Annual Report on Form 10-K filed with the SEC on November 24, 2020 pursuant to the Exchange Act (file number 001-36223)). | |
| | Amendment No. 11 (the “Amendment”), dated as of April 6, 2021, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), Aramark Intermediate HoldCo Corporation (“Holdings”), ARAMARK Canada Ltd. (the “Canadian Borrower”), ARAMARK Investments Limited, ARAMARK Limited (together with ARAMARK Investments Limited, the “UK Borrowers”), ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company (together with ARAMARK Ireland Holdings Limited, the “Irish Borrowers”), ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG, the “German Borrower”), Aramark International Finance S.à.r.l. (the “Luxembourg Borrower”), certain other wholly-owned subsidiaries of the Company, the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Holdings, the Canadian Borrower, the UK Borrower, the Irish Borrowers, the German Borrower, the Luxembourg Borrower and certain other wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (including the financial institutions party to the Amendment, the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark's Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021, pursuant to the Exchange Act (file number 001-36223)). | |
| | Amendment No. 12 (the “Amendment”), dated as of June 22, 2023, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), certain wholly-owned subsidiaries of the Company, the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the Credit Agreement, dated March 28, 2017, among the Company, Holdings, certain other borrowers party thereto, the financial institutions from time to time party thereto (including the financial institutions party to the Amendment, the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.2 to Aramark’s Current Report on Form 8-K filed with the SEC on June 27, 2023, pursuant to the Exchange Act (file number 001-36223)). | |
| | Amendment No. 13 (the “Amendment”), dated as of June 29, 2023, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”) and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the Credit Agreement, dated March 28, 2017, among the Company, Holdings, certain other borrowers party thereto, the financial institutions from time to time party thereto (including the financial institutions party to the Amendment, the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.2 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2023, pursuant to the Exchange Act (file number 001-36223)). | |
| | Amendment No. 14 (the “Amendment”), dated as of March 27, 2024, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), certain wholly-owned subsidiaries of the Company, the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the Credit Agreement, dated March 28, 2017, among the Company, Holdings, certain other borrowers party thereto, the financial institutions from time to time party thereto (including the financial institutions party to the Amendment, the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report filed with the SEC on March 27, 2024, pursuant to the Exchange Act (file number 001-36223)). | |
| | | | | | | | | | | |
| | Amendment No. 15 (the “Amendment”), dated as of August 2, 2024, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), ARAMARK Canada Ltd. (the “Canadian Borrower”), ARAMARK Investments Limited, ARAMARK Limited (together with ARAMARK Investments Limited, the “UK Borrowers”), ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company (together with ARAMARK Ireland Holdings Limited, the “Irish Borrowers”), ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG, the “German Borrower”), Aramark International Finance S.à r.l. (the “Luxembourg Borrower”), certain other wholly-owned subsidiaries of the Company, the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified), among the Company, Holdings, the Canadian Borrower, the UK Borrower, the Irish Borrowers, the German Borrower, the Luxembourg Borrower and certain other wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (including the financial institutions party to the Amendment, the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report filed with the SEC on August 6, 2024, pursuant to the Exchange Act (file number 001-36223)). | |
| | Amendment No. 16 to the Credit Agreement, dated as of August 23, 2024, by and among Aramark Services, Inc., a Delaware corporation, Aramark Intermediate HoldCo Corporation, a Delaware corporation, each of the other Borrowers party thereto, each of the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the Secured Parties. | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | | | | | | | | | |
| | The following financial information from Aramark's Annual Report on Form 10-K for the period ended September 27, 2024 formatted in inline XBRL: (i) Consolidated Balance Sheets as of September 27, 2024 and September 29, 2023; (ii) Consolidated Statements of Income for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022; (iii) Consolidated Statements of Comprehensive Income for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022; (iv) Consolidated Statements of Cash Flows for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022; (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022; (vi) Notes to Consolidated Financial Statements; and (vii) Schedule II-Valuation and Qualifying Accounts and Reserves for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022 | |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | | Inline XBRL for the cover page of this Annual Report on Form 10-K; included in Exhibit 101 Inline XBRL document set. | |
* Filed herewith.
† Identifies exhibits that consist of management contract or compensatory arrangement.
The XBRL instance document does not appear in the interactive data file because the XBRL tags are embedded within the inline XBRL document.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Similar companies
See also MCDONALDS CORP -
Annual report 2024 (10-K 2024-12-31)
Annual report 2025 (10-Q 2025-06-30)
See also CHIPOTLE MEXICAN GRILL INC -
Annual report 2022 (10-K 2022-12-31)
Annual report 2025 (10-Q 2025-06-30)
See also YUM BRANDS INC -
Annual report 2022 (10-K 2022-12-31)
Annual report 2025 (10-Q 2025-03-31)
See also Yum China Holdings, Inc. -
Annual report 2022 (10-K 2022-12-31)
Annual report 2023 (10-Q 2023-09-30)
See also Restaurant Brands International Inc. -
Annual report 2022 (10-K 2022-12-31)
Annual report 2023 (10-Q 2023-09-30)
Open main menu