Aramark
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
20-8236097
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
Aramark Tower
1101 Market Street
Philadelphia, Pennsylvania
|
19107
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
Emerging growth company
|
o
|
TABLE OF CONTENTS
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Page
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March 31, 2017
|
|
September 30, 2016
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
145,484
|
|
|
$
|
152,580
|
|
Receivables (less allowances: 2017 - $45,346; 2016 - $48,058)
|
1,508,016
|
|
|
1,476,349
|
|
||
Inventories
|
571,561
|
|
|
587,155
|
|
||
Prepayments and other current assets
|
169,520
|
|
|
276,487
|
|
||
Total current assets
|
2,394,581
|
|
|
2,492,571
|
|
||
Property and Equipment, net
|
1,004,586
|
|
|
1,023,083
|
|
||
Goodwill
|
4,640,174
|
|
|
4,628,881
|
|
||
Other Intangible Assets
|
1,108,524
|
|
|
1,111,883
|
|
||
Other Assets
|
1,347,478
|
|
|
1,325,654
|
|
||
|
$
|
10,495,343
|
|
|
$
|
10,582,072
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
79,568
|
|
|
$
|
46,522
|
|
Accounts payable
|
804,667
|
|
|
847,588
|
|
||
Accrued expenses and other current liabilities
|
1,167,637
|
|
|
1,290,635
|
|
||
Total current liabilities
|
2,051,872
|
|
|
2,184,745
|
|
||
Long-Term Borrowings
|
5,214,759
|
|
|
5,223,514
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
978,159
|
|
|
1,003,013
|
|
||
Redeemable Noncontrolling Interest
|
9,840
|
|
|
9,794
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2017—275,430,258 shares and 2016—272,565,923 shares;
and outstanding: 2017—244,099,508 shares and 2016—244,713,580 shares)
|
2,754
|
|
|
2,726
|
|
||
Capital surplus
|
2,966,133
|
|
|
2,921,725
|
|
||
Retained earnings/(Accumulated deficit)
|
119,726
|
|
|
(33,778
|
)
|
||
Accumulated other comprehensive loss
|
(173,647
|
)
|
|
(180,783
|
)
|
||
Treasury stock (shares held in treasury: 2017—31,330,750 shares and 2016—27,852,343 shares)
|
(674,253
|
)
|
|
(548,884
|
)
|
||
Total stockholders' equity
|
2,240,713
|
|
|
2,161,006
|
|
||
|
$
|
10,495,343
|
|
|
$
|
10,582,072
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
Sales
|
$
|
3,621,628
|
|
|
$
|
3,574,822
|
|
Costs and Expenses:
|
|
|
|
||||
Cost of services provided
|
3,226,196
|
|
|
3,209,710
|
|
||
Depreciation and amortization
|
125,292
|
|
|
120,291
|
|
||
Selling and general corporate expenses
|
78,720
|
|
|
72,707
|
|
||
|
3,430,208
|
|
|
3,402,708
|
|
||
Operating income
|
191,420
|
|
|
172,114
|
|
||
Interest and Other Financing Costs, net
|
97,631
|
|
|
71,751
|
|
||
Income Before Income Taxes
|
93,789
|
|
|
100,363
|
|
||
Provision for Income Taxes
|
23,558
|
|
|
33,866
|
|
||
Net income
|
70,231
|
|
|
66,497
|
|
||
Less: Net income attributable to noncontrolling interest
|
80
|
|
|
143
|
|
||
Net income attributable to Aramark stockholders
|
$
|
70,151
|
|
|
$
|
66,354
|
|
|
|
|
|
||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
||||
Basic
|
$
|
0.29
|
|
|
$
|
0.27
|
|
Diluted
|
$
|
0.28
|
|
|
$
|
0.27
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic
|
245,077
|
|
|
241,901
|
|
||
Diluted
|
251,723
|
|
|
248,270
|
|
|
Six Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
Sales
|
$
|
7,357,011
|
|
|
$
|
7,285,097
|
|
Costs and Expenses:
|
|
|
|
||||
Cost of services provided
|
6,525,526
|
|
|
6,504,233
|
|
||
Depreciation and amortization
|
251,818
|
|
|
247,809
|
|
||
Selling and general corporate expenses
|
144,192
|
|
|
146,848
|
|
||
|
6,921,536
|
|
|
6,898,890
|
|
||
Operating income
|
435,475
|
|
|
386,207
|
|
||
Interest and Other Financing Costs, net
|
163,308
|
|
|
143,071
|
|
||
Income Before Income Taxes
|
272,167
|
|
|
243,136
|
|
||
Provision for Income Taxes
|
76,502
|
|
|
83,203
|
|
||
Net income
|
195,665
|
|
|
159,933
|
|
||
Less: Net income attributable to noncontrolling interest
|
175
|
|
|
236
|
|
||
Net income attributable to Aramark stockholders
|
$
|
195,490
|
|
|
$
|
159,697
|
|
|
|
|
|
||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
||||
Basic
|
$
|
0.80
|
|
|
$
|
0.66
|
|
Diluted
|
$
|
0.78
|
|
|
$
|
0.64
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic
|
244,690
|
|
|
241,205
|
|
||
Diluted
|
251,937
|
|
|
248,013
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
Net income
|
$
|
70,231
|
|
|
$
|
66,497
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
13,628
|
|
|
16,332
|
|
||
Fair value of cash flow hedges
|
18,190
|
|
|
(7,864
|
)
|
||
Other comprehensive income (loss), net of tax
|
31,818
|
|
|
8,468
|
|
||
Comprehensive income
|
102,049
|
|
|
74,965
|
|
||
Less: Net income attributable to noncontrolling interest
|
80
|
|
|
143
|
|
||
Comprehensive income attributable to Aramark stockholders
|
$
|
101,969
|
|
|
$
|
74,822
|
|
|
Six Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
Net income
|
$
|
195,665
|
|
|
$
|
159,933
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
(21,252
|
)
|
|
5,760
|
|
||
Fair value of cash flow hedges
|
28,388
|
|
|
7,710
|
|
||
Other comprehensive income (loss), net of tax
|
7,136
|
|
|
13,470
|
|
||
Comprehensive income
|
202,801
|
|
|
173,403
|
|
||
Less: Net income attributable to noncontrolling interest
|
175
|
|
|
236
|
|
||
Comprehensive income attributable to Aramark stockholders
|
$
|
202,626
|
|
|
$
|
173,167
|
|
|
Six Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
195,665
|
|
|
$
|
159,933
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization
|
251,818
|
|
|
247,809
|
|
||
Deferred income taxes
|
(10,635
|
)
|
|
29,832
|
|
||
Share-based compensation expense
|
34,683
|
|
|
29,373
|
|
||
Changes in operating assets and liabilities
|
(77,879
|
)
|
|
(218,563
|
)
|
||
Other operating activities
|
34,552
|
|
|
3,083
|
|
||
Net cash provided by operating activities
|
428,204
|
|
|
251,467
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment, client contract investments and other
|
(215,137
|
)
|
|
(237,833
|
)
|
||
Disposals of property and equipment
|
5,131
|
|
|
4,000
|
|
||
Acquisition of certain businesses, net of cash acquired
|
(67,517
|
)
|
|
(58,096
|
)
|
||
Other investing activities
|
1,522
|
|
|
2,595
|
|
||
Net cash used in investing activities
|
(276,001
|
)
|
|
(289,334
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
3,555,072
|
|
|
394,528
|
|
||
Payments of long-term borrowings
|
(3,538,681
|
)
|
|
(271,375
|
)
|
||
Net change in funding under the Receivables Facility
|
32,000
|
|
|
—
|
|
||
Payments of dividends
|
(50,378
|
)
|
|
(45,795
|
)
|
||
Proceeds from issuance of common stock
|
11,319
|
|
|
16,524
|
|
||
Repurchase of stock
|
(100,000
|
)
|
|
—
|
|
||
Other financing activities
|
(68,631
|
)
|
|
(30,707
|
)
|
||
Net cash provided by (used in) financing activities
|
(159,299
|
)
|
|
63,175
|
|
||
Increase (decrease) in cash and cash equivalents
|
(7,096
|
)
|
|
25,308
|
|
||
Cash and cash equivalents, beginning of period
|
152,580
|
|
|
122,416
|
|
||
Cash and cash equivalents, end of period
|
$
|
145,484
|
|
|
$
|
147,724
|
|
|
|
Six Months Ended
|
||||||
(dollars in millions)
|
|
March 31, 2017
|
|
April 1, 2016
|
||||
Interest paid
|
|
$
|
104.8
|
|
|
$
|
127.5
|
|
Income taxes paid
|
|
$
|
42.7
|
|
|
$
|
16.1
|
|
|
Three Months Ended
|
||||||||||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||||||||||
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
||||||||
Net income
|
|
|
$
|
70,231
|
|
|
|
|
$
|
66,497
|
|
||||
Foreign currency translation adjustments
|
17,690
|
|
(4,062
|
)
|
13,628
|
|
|
23,611
|
|
(7,279
|
)
|
16,332
|
|
||
Fair value of cash flow hedges
|
29,820
|
|
(11,630
|
)
|
18,190
|
|
|
(12,998
|
)
|
5,134
|
|
(7,864
|
)
|
||
Other comprehensive income (loss)
|
47,510
|
|
(15,692
|
)
|
31,818
|
|
|
10,613
|
|
(2,145
|
)
|
8,468
|
|
||
Comprehensive income
|
|
|
102,049
|
|
|
|
|
74,965
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
|
|
80
|
|
|
|
|
143
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
101,969
|
|
|
|
|
$
|
74,822
|
|
|
Six Months Ended
|
||||||||||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||||||||||
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
||||||||
Net income
|
|
|
$
|
195,665
|
|
|
|
|
$
|
159,933
|
|
||||
Foreign currency translation adjustments
|
(25,958
|
)
|
4,706
|
|
(21,252
|
)
|
|
13,048
|
|
(7,288
|
)
|
5,760
|
|
||
Fair value of cash flow hedges
|
46,538
|
|
(18,150
|
)
|
28,388
|
|
|
3,081
|
|
4,629
|
|
7,710
|
|
||
Other comprehensive income (loss)
|
20,580
|
|
(13,444
|
)
|
7,136
|
|
|
16,129
|
|
(2,659
|
)
|
13,470
|
|
||
Comprehensive income
|
|
|
202,801
|
|
|
|
|
173,403
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
|
|
175
|
|
|
|
|
236
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
202,626
|
|
|
|
|
$
|
173,167
|
|
|
March 31, 2017
|
|
September 30, 2016
|
||||
Pension plan adjustments
|
$
|
(65,267
|
)
|
|
$
|
(65,267
|
)
|
Foreign currency translation adjustments
|
(89,713
|
)
|
|
(68,461
|
)
|
||
Cash flow hedges
|
(7,985
|
)
|
|
(36,373
|
)
|
||
Share of equity investee's accumulated other comprehensive loss
|
(10,682
|
)
|
|
(10,682
|
)
|
||
|
$
|
(173,647
|
)
|
|
$
|
(180,783
|
)
|
Segment
|
September 30, 2016
|
|
Acquisition
|
|
Translation
|
|
March 31, 2017
|
||||||||
FSS North America
|
$
|
3,635,614
|
|
|
$
|
27,220
|
|
|
$
|
(25
|
)
|
|
$
|
3,662,809
|
|
FSS International
|
418,488
|
|
|
—
|
|
|
(15,902
|
)
|
|
402,586
|
|
||||
Uniform
|
574,779
|
|
|
—
|
|
|
—
|
|
|
574,779
|
|
||||
|
$
|
4,628,881
|
|
|
$
|
27,220
|
|
|
$
|
(15,927
|
)
|
|
$
|
4,640,174
|
|
|
March 31, 2017
|
|
September 30, 2016
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
1,332,632
|
|
|
$
|
(1,011,915
|
)
|
|
$
|
320,717
|
|
|
$
|
1,793,739
|
|
|
$
|
(1,462,058
|
)
|
|
$
|
331,681
|
|
Trade names
|
787,807
|
|
|
—
|
|
|
787,807
|
|
|
781,835
|
|
|
(1,633
|
)
|
|
780,202
|
|
||||||
|
$
|
2,120,439
|
|
|
$
|
(1,011,915
|
)
|
|
$
|
1,108,524
|
|
|
$
|
2,575,574
|
|
|
$
|
(1,463,691
|
)
|
|
$
|
1,111,883
|
|
|
|
March 31, 2017
|
|
September 30, 2016
|
||||
Senior secured revolving credit facility, due March 2022
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior secured term loan facility, due September 2019
|
|
—
|
|
|
840,305
|
|
||
Senior secured term loan facility, due February 2021
|
|
—
|
|
|
2,450,749
|
|
||
Senior secured term loan facility, due March 2022
|
|
843,041
|
|
|
—
|
|
||
Senior secured term loan facility, due March 2024
|
|
1,740,473
|
|
|
—
|
|
||
5.750% senior notes, due March 2020
|
|
—
|
|
|
227,032
|
|
||
5.125% senior notes, due January 2024
|
|
904,374
|
|
|
905,095
|
|
||
4.750% senior notes, due June 2026
|
|
493,175
|
|
|
492,886
|
|
||
5.000% senior notes, due April 2025
|
|
589,166
|
|
|
—
|
|
||
3.125% senior notes, due April 2025
|
|
341,859
|
|
|
—
|
|
||
Receivables Facility, due May 2019
|
|
300,000
|
|
|
268,000
|
|
||
Capital leases
|
|
72,211
|
|
|
78,615
|
|
||
Other
|
|
10,028
|
|
|
7,354
|
|
||
|
|
5,294,327
|
|
|
5,270,036
|
|
||
Less—current portion
|
|
(79,568
|
)
|
|
(46,522
|
)
|
||
|
|
$
|
5,214,759
|
|
|
$
|
5,223,514
|
|
•
|
A U.S. dollar denominated term loan to
ASI
in the amount of
$650.0 million
, due
2022
, ("
U.S. Term Loan A
") and
$1,750.0 million
, due
2024
("
U.S. Term Loan B
");
|
•
|
A Canadian dollar denominated term loan to Aramark Canada Ltd. in the amount of CAD
133.4 million
(approximately
$100.2 million
, due
2022
) ("
Canadian Term Loan
");
|
•
|
A yen denominated term loan to
ASI
in the amount of ¥
11,107.0 million
(approximately
$99.7 million
, due
2022
) ("
Yen Term Loan
"); and
|
•
|
a revolving credit facility available for loans in U.S. dollars, Canadian dollars, euros and pounds sterling to ASI and certain foreign borrowers with aggregate commitments under the Credit Agreement of
$1,000.0 million
and a final maturity date of March 28,
2022
.
|
•
|
50%
of
ASI
's annual excess cash flow (as defined in the Credit Agreement) with stepdowns to
25%
and
0%
upon
ASI
's reaching certain Consolidated Secured Debt Ratio thresholds; provided, further, that such prepayment shall only be required to the extent excess cash flow for the applicable year exceeds
$10.0 million
;
|
•
|
100%
of the net cash proceeds of all nonordinary course asset sales or other dispositions of property subject to certain exceptions and customary reinvestment rights; provided, further, that such prepayment shall only be required to the extent net cash proceeds exceeds
$100.0 million
; and
|
•
|
100%
of the net cash proceeds of any incurrence of debt, but excluding proceeds from certain debt permitted under the Credit Agreement.
|
2017
|
$
|
45,619
|
|
2018
|
75,756
|
|
|
2019
|
362,265
|
|
|
2020
|
115,047
|
|
|
2021
|
121,897
|
|
|
2022
|
607,779
|
|
|
Thereafter
|
3,999,937
|
|
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
Interest rate swap agreements
|
$
|
25,237
|
|
|
$
|
(22,086
|
)
|
|
Six Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
Interest rate swap agreements
|
$
|
35,982
|
|
|
$
|
(14,969
|
)
|
Cross currency swap agreements
|
—
|
|
|
(2,116
|
)
|
||
|
$
|
35,982
|
|
|
$
|
(17,085
|
)
|
|
|
|
|
Three Months Ended
|
||||||
|
|
Income Statement Location
|
|
March 31, 2017
|
|
April 1, 2016
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Interest expense
|
|
$
|
4,583
|
|
|
$
|
9,088
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Gasoline and diesel fuel agreements
|
|
Costs of services provided / Selling and general corporate expenses
|
|
$
|
5,067
|
|
|
$
|
4,571
|
|
Foreign currency forward exchange contracts
|
|
Interest expense
|
|
2,597
|
|
|
4,315
|
|
||
|
|
|
|
7,664
|
|
|
8,886
|
|
||
|
|
|
|
$
|
12,247
|
|
|
$
|
17,974
|
|
|
|
|
|
Six Months Ended
|
||||||
|
|
Income Statement Location
|
|
March 31, 2017
|
|
April 1, 2016
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Interest Expense
|
|
$
|
10,556
|
|
|
$
|
18,105
|
|
Cross currency swap agreements
|
|
Interest Expense
|
|
—
|
|
|
2,061
|
|
||
|
|
|
|
10,556
|
|
|
20,166
|
|
||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Gasoline and diesel fuel agreements
|
|
Costs of services provided / Selling and general corporate expenses
|
|
$
|
383
|
|
|
$
|
7,076
|
|
Foreign currency forward exchange contracts
|
|
Interest Expense
|
|
(4,808
|
)
|
|
(775
|
)
|
||
|
|
|
|
(4,425
|
)
|
|
6,301
|
|
||
|
|
|
|
$
|
6,131
|
|
|
$
|
26,467
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
March 31, 2017
|
|
April 1, 2016
|
|
March 31, 2017
|
|
April 1, 2016
|
||||||||
TBOs
|
|
$
|
5.2
|
|
|
$
|
4.8
|
|
|
$
|
10.5
|
|
|
$
|
9.7
|
|
RSUs
|
|
5.0
|
|
|
5.4
|
|
|
11.4
|
|
|
11.1
|
|
||||
PSUs
|
|
7.8
|
|
|
3.3
|
|
|
11.4
|
|
|
7.3
|
|
||||
Deferred Stock and Other Units
|
|
0.5
|
|
|
0.6
|
|
|
1.4
|
|
|
1.3
|
|
||||
|
|
$
|
18.5
|
|
|
$
|
14.1
|
|
|
$
|
34.7
|
|
|
$
|
29.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
Taxes related to share-based compensation
|
|
$
|
6.9
|
|
|
$
|
5.5
|
|
|
$
|
12.9
|
|
|
$
|
11.5
|
|
|
|
Shares Granted (in millions)
|
|
Weighted-Average Grant-Date Fair Value (dollars per share)
|
|||
TBOs
|
|
2.6
|
|
|
$
|
8.46
|
|
RSUs
|
|
1.4
|
|
|
$
|
34.08
|
|
PSUs
|
|
0.4
|
|
|
$
|
34.08
|
|
|
|
4.4
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 31, 2017
|
|
April 1, 2016
|
|
March 31, 2017
|
|
April 1, 2016
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Aramark stockholders
|
$
|
70,151
|
|
|
$
|
66,354
|
|
|
$
|
195,490
|
|
|
$
|
159,697
|
|
Shares:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
245,077
|
|
|
241,901
|
|
|
244,690
|
|
|
241,205
|
|
||||
Effect of dilutive securities
|
6,646
|
|
|
6,369
|
|
|
7,247
|
|
|
6,808
|
|
||||
Diluted weighted-average shares outstanding
|
251,723
|
|
|
248,270
|
|
|
251,937
|
|
|
248,013
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Aramark stockholders
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.80
|
|
|
$
|
0.66
|
|
Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Aramark stockholders
|
$
|
0.28
|
|
|
$
|
0.27
|
|
|
$
|
0.78
|
|
|
$
|
0.64
|
|
|
Sales
|
||||||
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
FSS North America
|
$
|
2,559.5
|
|
|
$
|
2,520.2
|
|
FSS International
|
674.4
|
|
|
664.0
|
|
||
Uniform
|
387.7
|
|
|
390.6
|
|
||
|
$
|
3,621.6
|
|
|
$
|
3,574.8
|
|
|
Operating Income
|
||||||
|
Three Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
FSS North America
|
$
|
152.0
|
|
|
$
|
137.2
|
|
FSS International
|
31.0
|
|
|
24.6
|
|
||
Uniform
|
45.5
|
|
|
43.7
|
|
||
|
228.5
|
|
|
205.5
|
|
||
Corporate
|
(37.1
|
)
|
|
(33.4
|
)
|
||
Operating Income
|
191.4
|
|
|
172.1
|
|
||
Interest and Other Financing Costs, net
|
(97.6
|
)
|
|
(71.7
|
)
|
||
Income Before Income Taxes
|
$
|
93.8
|
|
|
$
|
100.4
|
|
|
Sales
|
||||||
|
Six Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
FSS North America
|
$
|
5,222.3
|
|
|
$
|
5,142.9
|
|
FSS International
|
1,351.6
|
|
|
1,358.9
|
|
||
Uniform
|
783.1
|
|
|
783.3
|
|
||
|
$
|
7,357.0
|
|
|
$
|
7,285.1
|
|
|
Operating Income
|
||||||
|
Six Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
FSS North America
|
$
|
337.2
|
|
|
$
|
305.5
|
|
FSS International
|
62.8
|
|
|
54.6
|
|
||
Uniform
|
99.2
|
|
|
94.1
|
|
||
|
499.2
|
|
|
454.2
|
|
||
Corporate
|
(63.7
|
)
|
|
(68.0
|
)
|
||
Operating Income
|
435.5
|
|
|
386.2
|
|
||
Interest and Other Financing Costs, net
|
(163.3
|
)
|
|
(143.1
|
)
|
||
Income Before Income Taxes
|
$
|
272.2
|
|
|
$
|
243.1
|
|
•
|
Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets
|
•
|
Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument
|
•
|
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
38,422
|
|
|
$
|
27,821
|
|
|
$
|
79,236
|
|
|
$
|
—
|
|
|
$
|
145,484
|
|
Receivables
|
—
|
|
|
409
|
|
|
311,186
|
|
|
1,196,421
|
|
|
—
|
|
|
1,508,016
|
|
||||||
Inventories
|
—
|
|
|
15,678
|
|
|
481,380
|
|
|
74,503
|
|
|
—
|
|
|
571,561
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
10,309
|
|
|
66,204
|
|
|
93,007
|
|
|
—
|
|
|
169,520
|
|
||||||
Total current assets
|
5
|
|
|
64,818
|
|
|
886,591
|
|
|
1,443,167
|
|
|
—
|
|
|
2,394,581
|
|
||||||
Property and Equipment, net
|
—
|
|
|
29,641
|
|
|
759,603
|
|
|
215,342
|
|
|
—
|
|
|
1,004,586
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
4,062,203
|
|
|
404,867
|
|
|
—
|
|
|
4,640,174
|
|
||||||
Investment in and Advances to Subsidiaries
|
2,240,708
|
|
|
5,596,636
|
|
|
456,310
|
|
|
795,139
|
|
|
(9,088,793
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,729
|
|
|
979,812
|
|
|
98,983
|
|
|
—
|
|
|
1,108,524
|
|
||||||
Other Assets
|
—
|
|
|
81,207
|
|
|
1,005,613
|
|
|
262,660
|
|
|
(2,002
|
)
|
|
1,347,478
|
|
||||||
|
$
|
2,240,713
|
|
|
$
|
5,975,135
|
|
|
$
|
8,150,132
|
|
|
$
|
3,220,158
|
|
|
$
|
(9,090,795
|
)
|
|
$
|
10,495,343
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
50,997
|
|
|
$
|
15,166
|
|
|
$
|
13,405
|
|
|
$
|
—
|
|
|
$
|
79,568
|
|
Accounts payable
|
—
|
|
|
145,341
|
|
|
386,441
|
|
|
272,885
|
|
|
—
|
|
|
804,667
|
|
||||||
Accrued expenses and other current liabilities
|
—
|
|
|
176,960
|
|
|
713,160
|
|
|
277,428
|
|
|
89
|
|
|
1,167,637
|
|
||||||
Total current liabilities
|
—
|
|
|
373,298
|
|
|
1,114,767
|
|
|
563,718
|
|
|
89
|
|
|
2,051,872
|
|
||||||
Long-term Borrowings
|
—
|
|
|
4,760,926
|
|
|
56,862
|
|
|
396,971
|
|
|
—
|
|
|
5,214,759
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
419,812
|
|
|
508,390
|
|
|
49,957
|
|
|
—
|
|
|
978,159
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
5,054,986
|
|
|
1,032,348
|
|
|
(6,087,334
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
9,840
|
|
|
—
|
|
|
—
|
|
|
9,840
|
|
||||||
Total Stockholders' Equity
|
2,240,713
|
|
|
421,099
|
|
|
1,405,287
|
|
|
1,177,164
|
|
|
(3,003,550
|
)
|
|
2,240,713
|
|
||||||
|
$
|
2,240,713
|
|
|
$
|
5,975,135
|
|
|
$
|
8,150,132
|
|
|
$
|
3,220,158
|
|
|
$
|
(9,090,795
|
)
|
|
$
|
10,495,343
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
47,850
|
|
|
$
|
31,344
|
|
|
$
|
73,381
|
|
|
$
|
—
|
|
|
$
|
152,580
|
|
Receivables
|
—
|
|
|
167
|
|
|
265,124
|
|
|
1,211,058
|
|
|
—
|
|
|
1,476,349
|
|
||||||
Inventories
|
—
|
|
|
15,284
|
|
|
492,855
|
|
|
79,016
|
|
|
—
|
|
|
587,155
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
69,033
|
|
|
98,779
|
|
|
108,675
|
|
|
—
|
|
|
276,487
|
|
||||||
Total current assets
|
5
|
|
|
132,334
|
|
|
888,102
|
|
|
1,472,130
|
|
|
—
|
|
|
2,492,571
|
|
||||||
Property and Equipment, net
|
—
|
|
|
30,201
|
|
|
782,347
|
|
|
210,535
|
|
|
—
|
|
|
1,023,083
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
3,982,737
|
|
|
473,040
|
|
|
—
|
|
|
4,628,881
|
|
||||||
Investment in and Advances to Subsidiaries
|
2,161,101
|
|
|
5,450,692
|
|
|
598,759
|
|
|
230,488
|
|
|
(8,441,040
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,729
|
|
|
894,274
|
|
|
187,880
|
|
|
—
|
|
|
1,111,883
|
|
||||||
Other Assets
|
—
|
|
|
56,850
|
|
|
1,028,887
|
|
|
241,919
|
|
|
(2,002
|
)
|
|
1,325,654
|
|
||||||
|
$
|
2,161,106
|
|
|
$
|
5,872,910
|
|
|
$
|
8,175,106
|
|
|
$
|
2,815,992
|
|
|
$
|
(8,443,042
|
)
|
|
$
|
10,582,072
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
21,998
|
|
|
$
|
15,598
|
|
|
$
|
8,926
|
|
|
$
|
—
|
|
|
$
|
46,522
|
|
Accounts payable
|
—
|
|
|
156,471
|
|
|
415,481
|
|
|
275,636
|
|
|
—
|
|
|
847,588
|
|
||||||
Accrued expenses and other current liabilities
|
100
|
|
|
145,314
|
|
|
827,213
|
|
|
319,447
|
|
|
(1,439
|
)
|
|
1,290,635
|
|
||||||
Total current liabilities
|
100
|
|
|
323,783
|
|
|
1,258,292
|
|
|
604,009
|
|
|
(1,439
|
)
|
|
2,184,745
|
|
||||||
Long-term Borrowings
|
—
|
|
|
4,570,931
|
|
|
62,892
|
|
|
589,691
|
|
|
—
|
|
|
5,223,514
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
440,839
|
|
|
510,254
|
|
|
51,920
|
|
|
—
|
|
|
1,003,013
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
4,619,489
|
|
|
1,400,741
|
|
|
(6,020,230
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
9,794
|
|
|
—
|
|
|
—
|
|
|
9,794
|
|
||||||
Total Stockholders' Equity
|
2,161,006
|
|
|
537,357
|
|
|
1,714,385
|
|
|
169,631
|
|
|
(2,421,373
|
)
|
|
2,161,006
|
|
||||||
|
$
|
2,161,106
|
|
|
$
|
5,872,910
|
|
|
$
|
8,175,106
|
|
|
$
|
2,815,992
|
|
|
$
|
(8,443,042
|
)
|
|
$
|
10,582,072
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
259,026
|
|
|
$
|
2,435,422
|
|
|
$
|
927,180
|
|
|
$
|
—
|
|
|
$
|
3,621,628
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
237,137
|
|
|
2,124,643
|
|
|
864,416
|
|
|
—
|
|
|
3,226,196
|
|
||||||
Depreciation and amortization
|
—
|
|
|
4,182
|
|
|
106,774
|
|
|
14,336
|
|
|
—
|
|
|
125,292
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
38,947
|
|
|
35,308
|
|
|
4,465
|
|
|
—
|
|
|
78,720
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
92,467
|
|
|
(728
|
)
|
|
5,892
|
|
|
—
|
|
|
97,631
|
|
||||||
Expense allocations
|
—
|
|
|
(66,808
|
)
|
|
64,460
|
|
|
2,348
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
305,925
|
|
|
2,330,457
|
|
|
891,457
|
|
|
—
|
|
|
3,527,839
|
|
||||||
Income (Loss) before Income Tax
|
—
|
|
|
(46,899
|
)
|
|
104,965
|
|
|
35,723
|
|
|
—
|
|
|
93,789
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(9,387
|
)
|
|
30,922
|
|
|
2,023
|
|
|
—
|
|
|
23,558
|
|
||||||
Equity in Net Income of Subsidiaries
|
70,151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,151
|
)
|
|
—
|
|
||||||
Net income (loss)
|
70,151
|
|
|
(37,512
|
)
|
|
74,043
|
|
|
33,700
|
|
|
(70,151
|
)
|
|
70,231
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
80
|
|
||||||
Net income (loss) attributable to Aramark shareholder
|
70,151
|
|
|
(37,512
|
)
|
|
73,963
|
|
|
33,700
|
|
|
(70,151
|
)
|
|
70,151
|
|
||||||
Other comprehensive income, net of tax
|
31,818
|
|
|
12,568
|
|
|
604
|
|
|
24,681
|
|
|
(37,853
|
)
|
|
31,818
|
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
101,969
|
|
|
$
|
(24,944
|
)
|
|
$
|
74,567
|
|
|
$
|
58,381
|
|
|
$
|
(108,004
|
)
|
|
$
|
101,969
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
511,405
|
|
|
$
|
4,963,878
|
|
|
$
|
1,881,728
|
|
|
$
|
—
|
|
|
$
|
7,357,011
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
465,949
|
|
|
4,322,293
|
|
|
1,737,284
|
|
|
—
|
|
|
6,525,526
|
|
||||||
Depreciation and amortization
|
—
|
|
|
8,563
|
|
|
208,956
|
|
|
34,299
|
|
|
—
|
|
|
251,818
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
67,314
|
|
|
67,789
|
|
|
9,089
|
|
|
—
|
|
|
144,192
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
153,820
|
|
|
(1,360
|
)
|
|
10,848
|
|
|
—
|
|
|
163,308
|
|
||||||
Expense allocations
|
—
|
|
|
(142,827
|
)
|
|
138,332
|
|
|
4,495
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
552,819
|
|
|
4,736,010
|
|
|
1,796,015
|
|
|
—
|
|
|
7,084,844
|
|
||||||
Income (Loss) before Income Tax
|
—
|
|
|
(41,414
|
)
|
|
227,868
|
|
|
85,713
|
|
|
—
|
|
|
272,167
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(7,910
|
)
|
|
67,239
|
|
|
17,173
|
|
|
—
|
|
|
76,502
|
|
||||||
Equity in Net Income of Subsidiaries
|
195,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(195,490
|
)
|
|
—
|
|
||||||
Net income (loss)
|
195,490
|
|
|
(33,504
|
)
|
|
160,629
|
|
|
68,540
|
|
|
(195,490
|
)
|
|
195,665
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
175
|
|
||||||
Net income (loss) attributable to Aramark shareholder
|
195,490
|
|
|
(33,504
|
)
|
|
160,454
|
|
|
68,540
|
|
|
(195,490
|
)
|
|
195,490
|
|
||||||
Other comprehensive income (loss), net of tax
|
7,136
|
|
|
38,035
|
|
|
(1,323
|
)
|
|
(43,667
|
)
|
|
6,955
|
|
|
7,136
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
$
|
202,626
|
|
|
$
|
4,531
|
|
|
$
|
159,131
|
|
|
$
|
24,873
|
|
|
$
|
(188,535
|
)
|
|
$
|
202,626
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
253,674
|
|
|
$
|
2,433,802
|
|
|
$
|
887,346
|
|
|
$
|
—
|
|
|
$
|
3,574,822
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
235,755
|
|
|
2,133,606
|
|
|
840,349
|
|
|
—
|
|
|
3,209,710
|
|
||||||
Depreciation and amortization
|
—
|
|
|
4,405
|
|
|
99,303
|
|
|
16,583
|
|
|
—
|
|
|
120,291
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
35,583
|
|
|
32,483
|
|
|
4,641
|
|
|
—
|
|
|
72,707
|
|
||||||
Interest and other financing costs
|
—
|
|
|
66,881
|
|
|
(711
|
)
|
|
5,581
|
|
|
—
|
|
|
71,751
|
|
||||||
Expense allocations
|
|
|
|
(61,435
|
)
|
|
44,928
|
|
|
16,507
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
281,189
|
|
|
2,309,609
|
|
|
883,661
|
|
|
—
|
|
|
3,474,459
|
|
||||||
Income (Loss) before Income Tax
|
—
|
|
|
(27,515
|
)
|
|
124,193
|
|
|
3,685
|
|
|
—
|
|
|
100,363
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(9,753
|
)
|
|
42,545
|
|
|
1,074
|
|
|
—
|
|
|
33,866
|
|
||||||
Equity in Net Income of Subsidiaries
|
66,354
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,354
|
)
|
|
—
|
|
||||||
Net income (loss)
|
66,354
|
|
|
(17,762
|
)
|
|
81,648
|
|
|
2,611
|
|
|
(66,354
|
)
|
|
66,497
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
143
|
|
||||||
Net income (loss) attributable to Aramark shareholder
|
66,354
|
|
|
(17,762
|
)
|
|
81,505
|
|
|
2,611
|
|
|
(66,354
|
)
|
|
66,354
|
|
||||||
Other comprehensive income (loss), net of tax
|
8,468
|
|
|
(18,326
|
)
|
|
(1,720
|
)
|
|
43,895
|
|
|
(23,849
|
)
|
|
8,468
|
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
74,822
|
|
|
$
|
(36,088
|
)
|
|
$
|
79,785
|
|
|
$
|
46,506
|
|
|
$
|
(90,203
|
)
|
|
$
|
74,822
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
510,417
|
|
|
$
|
4,950,869
|
|
|
$
|
1,823,811
|
|
|
$
|
—
|
|
|
$
|
7,285,097
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
470,729
|
|
|
4,333,350
|
|
|
1,700,154
|
|
|
—
|
|
|
6,504,233
|
|
||||||
Depreciation and amortization
|
—
|
|
|
7,868
|
|
|
205,580
|
|
|
34,361
|
|
|
—
|
|
|
247,809
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
72,429
|
|
|
64,976
|
|
|
9,443
|
|
|
—
|
|
|
146,848
|
|
||||||
Interest and other financing costs
|
—
|
|
|
130,464
|
|
|
(1,160
|
)
|
|
13,767
|
|
|
—
|
|
|
143,071
|
|
||||||
Expense allocations
|
—
|
|
|
(155,485
|
)
|
|
142,479
|
|
|
13,006
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
526,005
|
|
|
4,745,225
|
|
|
1,770,731
|
|
|
—
|
|
|
7,041,961
|
|
||||||
Income (Loss) before Income Tax
|
—
|
|
|
(15,588
|
)
|
|
205,644
|
|
|
53,080
|
|
|
—
|
|
|
243,136
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(4,924
|
)
|
|
69,319
|
|
|
18,808
|
|
|
—
|
|
|
83,203
|
|
||||||
Equity in Net Income of Subsidiaries
|
159,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(159,697
|
)
|
|
—
|
|
||||||
Net income (loss)
|
159,697
|
|
|
(10,664
|
)
|
|
136,325
|
|
|
34,272
|
|
|
(159,697
|
)
|
|
159,933
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
236
|
|
||||||
Net income (loss) attributable to Aramark shareholder
|
159,697
|
|
|
(10,664
|
)
|
|
136,089
|
|
|
34,272
|
|
|
(159,697
|
)
|
|
159,697
|
|
||||||
Other comprehensive income (loss), net of tax
|
13,470
|
|
|
(8,441
|
)
|
|
(3,282
|
)
|
|
29,930
|
|
|
(18,207
|
)
|
|
13,470
|
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
173,167
|
|
|
$
|
(19,105
|
)
|
|
$
|
132,807
|
|
|
$
|
64,202
|
|
|
$
|
(177,904
|
)
|
|
$
|
173,167
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
123,008
|
|
|
$
|
309,568
|
|
|
$
|
41,646
|
|
|
$
|
(46,018
|
)
|
|
$
|
428,204
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(11,198
|
)
|
|
(170,314
|
)
|
|
(33,625
|
)
|
|
—
|
|
|
(215,137
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
80
|
|
|
3,675
|
|
|
1,376
|
|
|
—
|
|
|
5,131
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(66,692
|
)
|
|
(825
|
)
|
|
—
|
|
|
(67,517
|
)
|
||||||
Other investing activities
|
—
|
|
|
(83,935
|
)
|
|
1,280
|
|
|
84,177
|
|
|
—
|
|
|
1,522
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(95,053
|
)
|
|
(232,051
|
)
|
|
51,103
|
|
|
—
|
|
|
(276,001
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
3,099,709
|
|
|
—
|
|
|
455,363
|
|
|
—
|
|
|
3,555,072
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(3,216,149
|
)
|
|
(9,432
|
)
|
|
(313,100
|
)
|
|
—
|
|
|
(3,538,681
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
32,000
|
|
|
—
|
|
|
32,000
|
|
||||||
Payments of dividends
|
—
|
|
|
(50,378
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,378
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
11,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,319
|
|
||||||
Repurchase of stock
|
—
|
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
||||||
Other financing activities
|
—
|
|
|
(61,591
|
)
|
|
(2,517
|
)
|
|
(4,523
|
)
|
|
—
|
|
|
(68,631
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
279,707
|
|
|
(69,091
|
)
|
|
(256,634
|
)
|
|
46,018
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(37,383
|
)
|
|
(81,040
|
)
|
|
(86,894
|
)
|
|
46,018
|
|
|
(159,299
|
)
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
(9,428
|
)
|
|
(3,523
|
)
|
|
5,855
|
|
|
—
|
|
|
(7,096
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
47,850
|
|
|
31,344
|
|
|
73,381
|
|
|
—
|
|
|
152,580
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
38,422
|
|
|
$
|
27,821
|
|
|
$
|
79,236
|
|
|
$
|
—
|
|
|
$
|
145,484
|
|
|
Aramark (Parent)
|
|
Aramark Services, Inc.
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
29,134
|
|
|
$
|
218,921
|
|
|
$
|
(102,295
|
)
|
|
$
|
105,707
|
|
|
$
|
251,467
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(10,715
|
)
|
|
(198,294
|
)
|
|
(28,824
|
)
|
|
—
|
|
|
(237,833
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(232
|
)
|
|
(57,864
|
)
|
|
—
|
|
|
(58,096
|
)
|
||||||
Other investing activities
|
—
|
|
|
(1,266
|
)
|
|
3,620
|
|
|
241
|
|
|
—
|
|
|
2,595
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(11,981
|
)
|
|
(190,906
|
)
|
|
(86,447
|
)
|
|
—
|
|
|
(289,334
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
393,969
|
|
|
—
|
|
|
559
|
|
|
—
|
|
|
394,528
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(122,818
|
)
|
|
(7,589
|
)
|
|
(140,968
|
)
|
|
—
|
|
|
(271,375
|
)
|
||||||
Payments of dividends
|
—
|
|
|
(45,795
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,795
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
16,524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,524
|
|
||||||
Other financing activities
|
—
|
|
|
(28,262
|
)
|
|
(2,087
|
)
|
|
(358
|
)
|
|
—
|
|
|
(30,707
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
(224,992
|
)
|
|
(28,880
|
)
|
|
359,579
|
|
|
(105,707
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(11,374
|
)
|
|
(38,556
|
)
|
|
218,812
|
|
|
(105,707
|
)
|
|
63,175
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
5,779
|
|
|
(10,541
|
)
|
|
30,070
|
|
|
—
|
|
|
25,308
|
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
31,792
|
|
|
42,811
|
|
|
47,808
|
|
|
—
|
|
|
122,416
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
37,571
|
|
|
$
|
32,270
|
|
|
$
|
77,878
|
|
|
$
|
—
|
|
|
$
|
147,724
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
March 31, 2017
|
|
April 1, 2016
|
|
$
|
|
%
|
|||||||
Sales
|
$
|
3,621.6
|
|
|
$
|
3,574.8
|
|
|
$
|
46.8
|
|
|
1
|
%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
3,226.2
|
|
|
3,209.7
|
|
|
16.5
|
|
|
1
|
%
|
|||
Other operating expenses
|
204.0
|
|
|
193.0
|
|
|
11.0
|
|
|
6
|
%
|
|||
|
3,430.2
|
|
|
3,402.7
|
|
|
27.5
|
|
|
1
|
%
|
|||
Operating income
|
191.4
|
|
|
172.1
|
|
|
19.3
|
|
|
11
|
%
|
|||
Interest and Other Financing Costs, net
|
97.6
|
|
|
71.7
|
|
|
25.9
|
|
|
36
|
%
|
|||
Income Before Income Taxes
|
93.8
|
|
|
100.4
|
|
|
(6.6
|
)
|
|
(7
|
)%
|
|||
Provision for Income Taxes
|
23.6
|
|
|
33.9
|
|
|
(10.3
|
)
|
|
(30
|
)%
|
|||
Net income
|
$
|
70.2
|
|
|
$
|
66.5
|
|
|
$
|
3.7
|
|
|
6
|
%
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
Sales by Segment
(1)
|
|
March 31, 2017
|
|
April 1, 2016
|
|
$
|
|
%
|
|||||||
FSS North America
|
|
$
|
2,559.5
|
|
|
$
|
2,520.2
|
|
|
$
|
39.3
|
|
|
2
|
%
|
FSS International
|
|
674.4
|
|
|
664.0
|
|
|
10.4
|
|
|
2
|
%
|
|||
Uniform
|
|
387.7
|
|
|
390.6
|
|
|
(2.9
|
)
|
|
(1
|
)%
|
|||
|
|
$
|
3,621.6
|
|
|
$
|
3,574.8
|
|
|
$
|
46.8
|
|
|
1
|
%
|
|
|
|
|||||||||||||
|
|
Three Months Ended
|
|
Change
|
|||||||||||
Operating Income by Segment
|
|
March 31, 2017
|
|
April 1, 2016
|
|
$
|
|
%
|
|||||||
FSS North America
|
|
$
|
152.0
|
|
|
$
|
137.2
|
|
|
14.8
|
|
|
11
|
%
|
|
FSS International
|
|
31.0
|
|
|
24.6
|
|
|
6.4
|
|
|
27
|
%
|
|||
Uniform
|
|
45.5
|
|
|
43.7
|
|
|
1.8
|
|
|
4
|
%
|
|||
Corporate
|
|
(37.1
|
)
|
|
(33.4
|
)
|
|
(3.7
|
)
|
|
11
|
%
|
|||
|
|
$
|
191.4
|
|
|
$
|
172.1
|
|
|
$
|
19.3
|
|
|
11
|
%
|
|
Six Months Ended
|
|
Change
|
|||||||||||
|
March 31, 2017
|
|
April 1, 2016
|
|
$
|
|
%
|
|||||||
Sales
|
$
|
7,357.0
|
|
|
$
|
7,285.1
|
|
|
$
|
71.9
|
|
|
1
|
%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
6,525.5
|
|
|
6,504.2
|
|
|
21.3
|
|
|
—
|
%
|
|||
Other operating expenses
|
396.0
|
|
|
394.7
|
|
|
1.3
|
|
|
—
|
%
|
|||
|
6,921.5
|
|
|
6,898.9
|
|
|
22.6
|
|
|
—
|
%
|
|||
Operating income
|
435.5
|
|
|
386.2
|
|
|
49.3
|
|
|
13
|
%
|
|||
Interest and Other Financing Costs, net
|
163.3
|
|
|
143.1
|
|
|
20.2
|
|
|
14
|
%
|
|||
Income Before Income Taxes
|
272.2
|
|
|
243.1
|
|
|
29.1
|
|
|
12
|
%
|
|||
Provision for Income Taxes
|
76.5
|
|
|
83.2
|
|
|
(6.7
|
)
|
|
(8
|
)%
|
|||
Net income
|
$
|
195.7
|
|
|
$
|
159.9
|
|
|
$
|
35.8
|
|
|
22
|
%
|
|
|
Six Months Ended
|
|
Change
|
|||||||||||
Sales by Segment
(1)
|
|
March 31, 2017
|
|
April 1, 2016
|
|
$
|
|
%
|
|||||||
FSS North America
|
|
$
|
5,222.3
|
|
|
$
|
5,142.9
|
|
|
$
|
79.4
|
|
|
2
|
%
|
FSS International
|
|
1,351.6
|
|
|
1,358.9
|
|
|
(7.3
|
)
|
|
(1
|
)%
|
|||
Uniform
|
|
783.1
|
|
|
783.3
|
|
|
(0.2
|
)
|
|
—
|
%
|
|||
|
|
$
|
7,357.0
|
|
|
$
|
7,285.1
|
|
|
$
|
71.9
|
|
|
1
|
%
|
|
|
|
|||||||||||||
|
|
Six Months Ended
|
|
Change
|
|||||||||||
Operating Income by Segment
|
|
March 31, 2017
|
|
April 1, 2016
|
|
$
|
|
%
|
|||||||
FSS North America
|
|
$
|
337.2
|
|
|
$
|
305.5
|
|
|
$
|
31.7
|
|
|
10
|
%
|
FSS International
|
|
62.8
|
|
|
54.6
|
|
|
8.2
|
|
|
15
|
%
|
|||
Uniform
|
|
99.2
|
|
|
94.1
|
|
|
5.1
|
|
|
5
|
%
|
|||
Corporate
|
|
(63.7
|
)
|
|
(68.0
|
)
|
|
4.3
|
|
|
(6
|
)%
|
|||
|
|
$
|
435.5
|
|
|
$
|
386.2
|
|
|
$
|
49.3
|
|
|
13
|
%
|
•
|
growth in the Sports, Leisure & Corrections sector offset by a decrease in the Healthcare sector in the FSS North America segment; and
|
•
|
the negative impact of foreign currency translation (approximately $22 million and $64 million or -1% in both the consolidated results in each period, respectively).
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
Cost of services provided components
|
|
March 31, 2017
|
|
April 1, 2016
|
|
March 31, 2017
|
|
April 1, 2016
|
||||
Food and support service costs
|
|
26
|
%
|
|
27
|
%
|
|
26
|
%
|
|
28
|
%
|
Personnel costs
|
|
48
|
%
|
|
47
|
%
|
|
47
|
%
|
|
46
|
%
|
Other direct costs
|
|
26
|
%
|
|
26
|
%
|
|
27
|
%
|
|
26
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
a decrease in acquisition-related amortization expense in the FSS North America segment (approximately $4.8 million and $15.1 million, respectively); and
|
•
|
a decrease in severance related costs (approximately $8.0 million and $7.1 million, respectively); which more than offset
|
•
|
an increase in share-based compensation (approximately $4.4 million and $5.3 million respectively).
|
•
|
a decrease in acquisition-related amortization expense (approximately $4.8 million and $15.1 million, respectively); and
|
•
|
productivity improvements in base business, specifically in our Business & Industry, Education and Sports, Leisure & Corrections sectors; partially offset by
|
•
|
a profit decline in our Healthcare and Facilities & Other sectors.
|
•
|
sales growth in Ireland, Germany and Korea partially offset by a sales decline in the U.K.; and
|
•
|
the negative impact of foreign currency translation (approximately $28 million or -4%).
|
•
|
the negative impact of foreign currency translation (approximately $70 million or -5%); and
|
•
|
a sales decline in the U.K. and South America; which was partially offset by
|
•
|
sales growth in Ireland, Germany and Korea.
|
•
|
productivity gains in base business, specifically in South America and China; and
|
•
|
a decrease in severance related costs (approximately $3.9 million and $3.0 million, respectively); which more than offset
|
•
|
the negative impact of foreign currency translation (approximately -5% and -2%, respectively).
|
•
|
a year-over-year increase in the loss related to the change in the fair value of certain gasoline and diesel agreements (approximately $3.6 million); and
|
•
|
an increase in share-based compensation expense (approximately $4.4 million); partially offset by
|
•
|
the prior year consulting costs related to our transformation initiatives (approximately $3.1 million).
|
•
|
the prior year consulting costs related to our transformation initiatives (approximately $6.5 million); and
|
•
|
a year-over-year decrease in the loss related to the change in the fair value of certain gasoline and diesel agreements (approximately $1.8 million); partially offset by
|
•
|
an increase in share-based compensation expense (approximately $5.3 million).
|
|
Six Months Ended
|
||||||
|
March 31, 2017
|
|
April 1, 2016
|
||||
Net cash provided by operating activities
|
$
|
428.2
|
|
|
$
|
251.5
|
|
Net cash used in investing activities
|
(276.0
|
)
|
|
(289.3
|
)
|
||
Net cash provided by (used in) financing activities
|
(159.3
|
)
|
|
63.2
|
|
•
|
Prepayments were a larger source of cash in the current period due to the timing of prepayments made at the end of fiscal 2016 related to interest on the U.S. dollar denominated term loan, insurance premiums and taxes; and
|
•
|
Accounts payable were less of a use of cash compared to the prior year period due to the timing of disbursements; partially offset by
|
•
|
Accounts receivable were a greater use of cash compared to the prior year period due to timing of collections.
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||
(in millions)
|
March 31, 2017
|
|
December 30, 2016
|
|
September 30, 2016
|
|
July 1, 2016
|
|
March 31, 2017
|
||||||||||
Net income attributable to Aramark Services, Inc. stockholder
|
$
|
70.2
|
|
|
$
|
125.3
|
|
|
$
|
83.3
|
|
|
$
|
44.8
|
|
|
$
|
323.6
|
|
Interest and other financing costs, net
|
97.6
|
|
|
65.7
|
|
|
68.4
|
|
|
103.8
|
|
|
335.5
|
|
|||||
Provision for income taxes
|
23.6
|
|
|
52.9
|
|
|
38.8
|
|
|
20.7
|
|
|
136.0
|
|
|||||
Depreciation and amortization
|
125.3
|
|
|
126.5
|
|
|
125.6
|
|
|
122.4
|
|
|
499.8
|
|
|||||
Share-based compensation expense
(1)
|
18.5
|
|
|
16.2
|
|
|
13.4
|
|
|
14.2
|
|
|
62.3
|
|
|||||
Pro forma EBITDA for equity method investees
(2)
|
2.3
|
|
|
5.6
|
|
|
3.1
|
|
|
2.3
|
|
|
13.3
|
|
|||||
Pro forma EBITDA for certain transactions
(3)
|
0.3
|
|
|
(0.3
|
)
|
|
0.5
|
|
|
1.9
|
|
|
2.4
|
|
|||||
Other
(4)
|
2.9
|
|
|
(3.5
|
)
|
|
24.9
|
|
|
(3.7
|
)
|
|
20.6
|
|
|||||
Covenant Adjusted EBITDA
|
$
|
340.7
|
|
|
$
|
388.4
|
|
|
$
|
358.0
|
|
|
$
|
306.4
|
|
|
$
|
1,393.5
|
|
(1)
|
Represents share-based compensation expense resulting from the application of accounting for stock options, restricted stock units, performance stock, performance stock units, and deferred stock unit awards (see note 8 to the condensed consolidated financial statements).
|
(2)
|
Represents our estimated share of EBITDA, primarily from our AIM Services Co., Ltd. equity method investment, not already reflected in our Covenant Adjusted EBITDA. EBITDA for this equity method investee is calculated in a manner consistent with consolidated Covenant Adjusted EBITDA but does not represent cash distributions received from this investee.
|
(3)
|
Represents the annualizing of net EBITDA from acquisitions made during the period.
|
(4)
|
Other includes the following for the twelve months ended
March 31, 2017
: organizational streamlining initiatives ($18.8 million), the impact of the change in fair value related to certain gasoline and diesel agreements ($10.2 million gain), expenses related to acquisition costs ($4.0 million), property and other asset write-downs associated with the sale of a building ($5.1 million), asset write-offs ($5.0 million) and other miscellaneous expenses.
|
|
Covenant
Requirements |
|
Actual
Ratios |
Maximum Consolidated Secured Debt Ratio
(1)
|
5.125x
|
|
2.03x
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio)
(2)
|
2.000x
|
|
5.04x
|
(1)
|
Our Credit Agreement requires us to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Covenant Adjusted EBITDA, of 5.125x. Consolidated total indebtedness secured by a lien is defined in the Credit Agreement as total indebtedness outstanding under the Credit Agreement, capital leases, advances under the Receivables Facility and any other indebtedness secured by a lien reduced by the amount of cash and cash equivalents on our balance sheet that is free and clear of any lien. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under our Credit Agreement, which, if our revolving credit facility lenders failed to waive any such default, would also constitute a default under the indentures governing our senior notes.
|
(2)
|
Our Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for us to incur additional indebtedness and to make certain restricted payments. If we do not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, we could be prohibited from
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations as of March 31, 2017
|
|
Total
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
||||||||||
Long-term borrowings
(1)
|
|
$
|
5,256,089
|
|
|
$
|
64,303
|
|
|
$
|
431,508
|
|
|
$
|
760,341
|
|
|
$
|
3,999,937
|
|
Capital lease obligations
|
|
72,211
|
|
|
15,265
|
|
|
34,773
|
|
|
22,173
|
|
|
—
|
|
|||||
Estimated interest payments
(2)
|
|
1,348,000
|
|
|
199,000
|
|
|
378,200
|
|
|
354,600
|
|
|
416,200
|
|
|||||
|
|
$
|
6,676,300
|
|
|
$
|
278,568
|
|
|
$
|
844,481
|
|
|
$
|
1,137,114
|
|
|
$
|
4,416,137
|
|
(1)
|
Excludes the
$50.3 million
reduction to long-term borrowings from debt discounts and deferred financing fees and the increase of
$16.3 million
from the unamortized premium on the 2024 Notes.
|
(2)
|
These amounts represent future interest payments related to our existing debt obligations based on fixed and variable interest rates specified in the associated debt agreements. Payments related to variable debt are based on applicable rates at
March 31, 2017
plus the specified margin in the associated debt agreements for each period presented. The amounts provided relate only to existing debt obligations and do not assume the refinancing or replacement of such debt. The average debt balance for each fiscal year from 2017 through 2022 is $4,939.1 million, $4,897.1 million, $4,839.9 million, $4,767.5 million, $4,675.1 million and $4,390.0 million, respectively. The average interest rate (after giving effect to interest rate swaps) for each fiscal year from 2017 through 2022 is 2.74%, 3.24%, 3.52%, 3.69%, 3.80% and 3.87%, respectively (see note 5 to the condensed consolidated financial statements for the terms and maturities of existing debt obligations).
|
(1)
|
On February 7, 2017, we announced a share repurchase program allowing us to repurchase up to $250.0 million of our common stock, expiring in February 2019. We may utilize various methods to effect repurchases of our common stock under the repurchase program, which could include open market repurchases, privately negotiated transactions, block transactions, accelerated share repurchase or open market solicitations for shares, some of which may be effected through Rule 10b5-1 plans. Repurchases will be made at our discretion, based on ongoing assessments of the capital needs of the business, the market price of our common stock and general market conditions. The program may be suspended or discontinued at any time.
|
(2)
|
Effected pursuant to an accelerated share repurchase agreement entered into in February 2017 with a final settlement in March 2017.
|
|
|
|
|
Aramark
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ B
RIAN
P
RESSLER
|
|
|
|
|
Name:
|
|
Brian Pressler
|
|
|
|
|
Title:
|
|
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer
and Authorized Signatory)
|
Exhibit No.
|
|
|
Description
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of Aramark (incorporated by reference to Exhibit 3.1 to Aramark's Current Report on Form 8-K filed with the SEC on December 16, 2013, pursuant to the Exchange Act (file number 001-36223)).
|
3.2
|
|
|
Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.1 to Aramark's Current Report on Form 8-K filed with the SEC on May 15, 2014, pursuant to the Exchange Act (file number 001-36223)).
|
3.3
|
|
|
Amended and Restated By-laws of Aramark (incorporated by reference to Exhibit 3.2 to Aramark's Current Report on Form 8-K filed with the SEC on May 15, 2014, pursuant to the Exchange Act
(file number 001-36223)). |
4.1
|
|
|
Indenture, dated as of March 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)).
|
4.2
|
|
|
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 subsidiary guarantors named therein, 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)).
|
10.1
|
|
|
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 U.S. 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)).
|
10.2
|
|
|
U.S. Pledge and Security Agreement, dated as of March 28, 2017, among Aramark Intermediate HoldCo Corporation, Aramark Services, Inc., the Subsidiary Parties from time to time party thereto and JPMorgan Chase Bank, N.A., as collateral agent.
|
31.1
|
|
|
Certification of Eric Foss, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
31.2
|
|
|
Certification of Stephen P. Bramlage Jr., Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
|
32.1
|
|
|
Certification of Eric Foss, Chief Executive Officer, and Stephen P. Bramlage Jr., Chief Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
|
The following financial information from Aramark's Quarterly Report on Form 10-Q for the period ended March 31, 2017 formatted in XBRL: (i) Condensed Consolidated Balance Sheets as of March 31, 2017 and September 30, 2016; (ii) Condensed Consolidated Statements of Income for the three and six months ended March 31, 2017 and April 1, 2016; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended March 31, 2017 and April 1, 2016; (iv) Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2017 and April 1, 2016; and (v) Notes to Condensed Consolidated Financial Statements.
|
|
Subsidiary Guarantor
|
Jurisdiction
|
|
L&N Uniform Supply, LLC
|
California
|
|
Lake Tahoe Cruises, LLC
|
California
|
|
Old Time Coffee Co.
|
California
|
|
Paradise Hornblower, LLC
|
California
|
|
1st & Fresh, LLC
|
Delaware
|
|
Aramark Asia Management, LLC
|
Delaware
|
|
Aramark Aviation Services Limited Partnership
|
Delaware
|
|
Aramark Business & Industry, LLC
|
Delaware
|
|
Aramark Business Center, LLC
|
Delaware
|
|
Aramark Business Facilities, LLC
|
Delaware
|
|
Aramark Campus, LLC
|
Delaware
|
|
Aramark Cleanroom Services (Puerto Rico), Inc.
|
Delaware
|
|
Aramark Cleanroom Services, LLC
|
Delaware
|
|
Aramark Confection, LLC
|
Delaware
|
|
Aramark Construction and Energy Services, LLC
|
Delaware
|
|
Aramark Construction Services, Inc.
|
Delaware
|
|
Aramark Correctional Services, LLC
|
Delaware
|
|
Aramark Educational Group, LLC
|
Delaware
|
|
Aramark Educational Services, LLC
|
Delaware
|
|
Aramark Entertainment, LLC
|
Delaware
|
|
Aramark Facility Services, LLC
|
Delaware
|
|
Aramark FHC Business Services, LLC
|
Delaware
|
|
Aramark FHC Campus Services, LLC
|
Delaware
|
|
Aramark FHC Correctional Services, LLC
|
Delaware
|
|
Aramark FHC Healthcare Support Services, LLC
|
Delaware
|
|
Aramark FHC Refreshment Services, LLC
|
Delaware
|
|
Aramark FHC School Support Services, LLC
|
Delaware
|
|
Aramark FHC Services, LLC
|
Delaware
|
|
Aramark FHC Sports and Entertainment Services, LLC
|
Delaware
|
|
Aramark FHC, LLC
|
Delaware
|
|
Aramark Food and Support Services Group, Inc.
|
Delaware
|
|
Aramark Food Service, LLC
|
Delaware
|
|
Aramark FSM, LLC
|
Delaware
|
|
Aramark Global, Inc.
|
Delaware
|
|
Aramark Healthcare Support Services of the Virgin Islands, Inc.
|
Delaware
|
|
Aramark Healthcare Support Services, LLC
|
Delaware
|
|
Aramark Healthcare Technologies, LLC
|
Delaware
|
|
Aramark Industrial Services, LLC
|
Delaware
|
|
Aramark Japan, LLC
|
Delaware
|
|
Aramark Management Services Limited Partnership
|
Delaware
|
|
Aramark Management, LLC
|
Delaware
|
|
Aramark Organizational Services, LLC
|
Delaware
|
|
Aramark Processing, LLC
|
Delaware
|
|
Aramark Rail Services, LLC
|
Delaware
|
|
Aramark RBI, Inc.
|
Delaware
|
|
Aramark Refreshment Group, Inc.
|
Delaware
|
|
Aramark Refreshment Services of Tampa, LLC
|
Delaware
|
|
Harrison Conference Services of North Carolina, LLC
|
North Carolina
|
|
Aramark American Food Services, LLC
|
Ohio
|
|
Aramark Consumer Discount Company
|
Pennsylvania
|
|
Harry M. Stevens Inc. of Penn
|
Pennsylvania
|
|
MyAssistant, Inc.
|
Pennsylvania
|
|
Aramark Business Dining Services of Texas, LLC
|
Texas
|
|
Aramark Educational Services of Texas, LLC
|
Texas
|
|
Aramark Food Service of Texas, LLC
|
Texas
|
|
Aramark Sports and Entertainment Services of Texas, LLC
|
Texas
|
|
Brand Coffee Service, Inc.
|
Texas
|
|
Aramark Educational Services of Vermont, Inc.
|
Vermont
|
|
Overall Laundry Services, Inc.
|
Washington
|
|
Aramark Capital Asset Services, LLC
|
Wisconsin
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aramark for the quarter ended
March 31, 2017
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ E
RIC
J. F
OSS
|
|
Eric J. Foss
|
|
Chairman, President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aramark for the quarter ended
March 31, 2017
;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ S
TEPHEN
P. B
RAMLAGE
, J
R
.
|
Stephen P. Bramlage, Jr.
|
Executive Vice President and
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ E
RIC
J. F
OSS
|
|
Eric J. Foss
|
|
Chairman, President and Chief Executive Officer
|
|
|
/s/ S
TEPHEN
P. B
RAMLAGE
, J
R
.
|
Stephen P. Bramlage, Jr.
|
Executive Vice President and Chief Financial Officer
|