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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|
June 29, 2018
|
|
September 29, 2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
165,968
|
|
|
$
|
238,797
|
|
Receivables (less allowances: 2018 - $50,503; 2017 - $53,416)
|
1,851,928
|
|
|
1,615,993
|
|
||
Inventories
|
705,364
|
|
|
610,732
|
|
||
Prepayments and other current assets
|
186,806
|
|
|
187,617
|
|
||
Total current assets
|
2,910,066
|
|
|
2,653,139
|
|
||
Property and Equipment, net
|
1,321,366
|
|
|
1,042,031
|
|
||
Goodwill
|
5,606,234
|
|
|
4,715,511
|
|
||
Other Intangible Assets
|
2,170,608
|
|
|
1,120,824
|
|
||
Other Assets
|
1,657,266
|
|
|
1,474,724
|
|
||
|
$
|
13,665,540
|
|
|
$
|
11,006,229
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
81,970
|
|
|
$
|
78,157
|
|
Accounts payable
|
846,740
|
|
|
955,925
|
|
||
Accrued expenses and other current liabilities
|
1,213,904
|
|
|
1,334,013
|
|
||
Total current liabilities
|
2,142,614
|
|
|
2,368,095
|
|
||
Long-Term Borrowings
|
7,788,335
|
|
|
5,190,331
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
878,771
|
|
|
978,944
|
|
||
Redeemable Noncontrolling Interest
|
10,045
|
|
|
9,798
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2018—
279,024,864
shares and 2017—277,111,042 shares;
and outstanding: 2018—
246,460,602
shares and 2017—245,593,961 shares)
|
2,790
|
|
|
2,771
|
|
||
Capital surplus
|
3,104,910
|
|
|
3,014,546
|
|
||
Retained earnings
|
560,864
|
|
|
247,050
|
|
||
Accumulated other comprehensive loss
|
(98,066
|
)
|
|
(123,760
|
)
|
||
Treasury stock (shares held in treasury: 2018—
32,564,262
shares and 2017—31,517,081 shares)
|
(724,723
|
)
|
|
(681,546
|
)
|
||
Total stockholders' equity
|
2,845,775
|
|
|
2,459,061
|
|
||
|
$
|
13,665,540
|
|
|
$
|
11,006,229
|
|
|
Three Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
Sales
|
$
|
3,971,606
|
|
|
$
|
3,593,277
|
|
Costs and Expenses:
|
|
|
|
||||
Cost of services provided
|
3,524,804
|
|
|
3,232,366
|
|
||
Depreciation and amortization
|
156,934
|
|
|
126,440
|
|
||
Selling and general corporate expenses
|
101,715
|
|
|
79,792
|
|
||
|
3,783,453
|
|
|
3,438,598
|
|
||
Operating income
|
188,153
|
|
|
154,679
|
|
||
Interest and Other Financing Costs, net
|
91,265
|
|
|
61,483
|
|
||
Income Before Income Taxes
|
96,888
|
|
|
93,196
|
|
||
Provision for Income Taxes
|
24,172
|
|
|
27,832
|
|
||
Net income
|
72,716
|
|
|
65,364
|
|
||
Less: Net income attributable to noncontrolling interest
|
139
|
|
|
69
|
|
||
Net income attributable to Aramark stockholders
|
$
|
72,577
|
|
|
$
|
65,295
|
|
|
|
|
|
||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
||||
Basic
|
$
|
0.29
|
|
|
$
|
0.27
|
|
Diluted
|
$
|
0.29
|
|
|
$
|
0.26
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic
|
246,028
|
|
|
244,266
|
|
||
Diluted
|
251,857
|
|
|
251,156
|
|
|
Nine Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
Sales
|
$
|
11,876,035
|
|
|
$
|
10,950,288
|
|
Costs and Expenses:
|
|
|
|
||||
Cost of services provided
|
10,606,377
|
|
|
9,757,892
|
|
||
Depreciation and amortization
|
443,646
|
|
|
378,258
|
|
||
Selling and general corporate expenses
|
282,327
|
|
|
223,984
|
|
||
|
11,332,350
|
|
|
10,360,134
|
|
||
Operating income
|
543,685
|
|
|
590,154
|
|
||
Interest and Other Financing Costs, net
|
261,717
|
|
|
224,791
|
|
||
Income Before Income Taxes
|
281,968
|
|
|
365,363
|
|
||
(Benefit) Provision for Income Taxes
|
(110,904
|
)
|
|
104,334
|
|
||
Net income
|
392,872
|
|
|
261,029
|
|
||
Less: Net income attributable to noncontrolling interest
|
442
|
|
|
244
|
|
||
Net income attributable to Aramark stockholders
|
$
|
392,430
|
|
|
$
|
260,785
|
|
|
|
|
|
||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
||||
Basic
|
$
|
1.60
|
|
|
$
|
1.07
|
|
Diluted
|
$
|
1.56
|
|
|
$
|
1.04
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic
|
245,588
|
|
|
244,399
|
|
||
Diluted
|
252,231
|
|
|
251,548
|
|
|
Three Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
Net income
|
$
|
72,716
|
|
|
$
|
65,364
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
||||
Pension plan adjustments
|
—
|
|
|
—
|
|
||
Foreign currency translation adjustments
|
(44,955
|
)
|
|
16,994
|
|
||
Fair value of cash flow hedges
|
9,193
|
|
|
580
|
|
||
Share of equity investee's comprehensive income (loss)
|
391
|
|
|
—
|
|
||
Other comprehensive income (loss), net of tax
|
(35,371
|
)
|
|
17,574
|
|
||
Comprehensive income
|
37,345
|
|
|
82,938
|
|
||
Less: Net income attributable to noncontrolling interest
|
139
|
|
|
69
|
|
||
Comprehensive income attributable to Aramark stockholders
|
$
|
37,206
|
|
|
$
|
82,869
|
|
|
Nine Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
Net income
|
$
|
392,872
|
|
|
$
|
261,029
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
||||
Pension plan adjustments
|
13,379
|
|
|
—
|
|
||
Foreign currency translation adjustments
|
(26,146
|
)
|
|
(4,258
|
)
|
||
Fair value of cash flow hedges
|
38,606
|
|
|
28,968
|
|
||
Share of equity investee's comprehensive income (loss)
|
(145
|
)
|
|
—
|
|
||
Other comprehensive income, net of tax
|
25,694
|
|
|
24,710
|
|
||
Comprehensive income
|
418,566
|
|
|
285,739
|
|
||
Less: Net income attributable to noncontrolling interest
|
442
|
|
|
244
|
|
||
Comprehensive income attributable to Aramark stockholders
|
$
|
418,124
|
|
|
$
|
285,495
|
|
|
Nine Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
392,872
|
|
|
$
|
261,029
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization
|
443,646
|
|
|
378,258
|
|
||
Deferred income taxes
|
(155,050
|
)
|
|
(21,094
|
)
|
||
Share-based compensation expense
|
68,318
|
|
|
50,318
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts Receivable
|
(101,538
|
)
|
|
(46,305
|
)
|
||
Inventories
|
(21,042
|
)
|
|
19,307
|
|
||
Prepayments and Other Current Assets
|
16,092
|
|
|
92,224
|
|
||
Accounts Payable
|
(149,627
|
)
|
|
(125,842
|
)
|
||
Accrued Expenses
|
(341,067
|
)
|
|
(191,256
|
)
|
||
Other operating activities
|
(11,182
|
)
|
|
32,550
|
|
||
Net cash provided by operating activities
|
141,422
|
|
|
449,189
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment, client contract investments and other
|
(432,779
|
)
|
|
(340,294
|
)
|
||
Disposals of property and equipment
|
7,686
|
|
|
14,917
|
|
||
Acquisition of certain businesses, net of cash acquired
|
(2,239,601
|
)
|
|
(130,094
|
)
|
||
Other investing activities
|
(7,485
|
)
|
|
1,701
|
|
||
Net cash used in investing activities
|
(2,672,179
|
)
|
|
(453,770
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
3,146,069
|
|
|
3,707,408
|
|
||
Payments of long-term borrowings
|
(701,062
|
)
|
|
(3,561,500
|
)
|
||
Net change in funding under the Receivables Facility
|
145,800
|
|
|
82,000
|
|
||
Payments of dividends
|
(77,317
|
)
|
|
(75,543
|
)
|
||
Proceeds from issuance of common stock
|
15,961
|
|
|
23,048
|
|
||
Repurchase of stock
|
(24,410
|
)
|
|
(100,000
|
)
|
||
Other financing activities
|
(47,113
|
)
|
|
(68,738
|
)
|
||
Net cash provided by financing activities
|
2,457,928
|
|
|
6,675
|
|
||
Increase (decrease) in cash and cash equivalents
|
(72,829
|
)
|
|
2,094
|
|
||
Cash and cash equivalents, beginning of period
|
238,797
|
|
|
152,580
|
|
||
Cash and cash equivalents, end of period
|
$
|
165,968
|
|
|
$
|
154,674
|
|
|
|
Nine Months Ended
|
||||||
(dollars in millions)
|
|
June 29, 2018
|
|
June 30, 2017
|
||||
Interest paid
|
|
$
|
227.7
|
|
|
$
|
147.3
|
|
Income taxes paid
|
|
$
|
94.0
|
|
|
$
|
81.3
|
|
|
Three Months Ended
|
||||||||||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||||||||||
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
||||||||
Net income
|
|
|
$
|
72,716
|
|
|
|
|
$
|
65,364
|
|
||||
Foreign currency translation adjustments
|
(45,185
|
)
|
230
|
|
(44,955
|
)
|
|
14,529
|
|
2,465
|
|
16,994
|
|
||
Fair value of cash flow hedges
|
12,966
|
|
(3,773
|
)
|
9,193
|
|
|
951
|
|
(371
|
)
|
580
|
|
||
Share of equity investee's comprehensive income (loss)
|
391
|
|
—
|
|
391
|
|
|
—
|
|
—
|
|
—
|
|
||
Other comprehensive income (loss)
|
(31,828
|
)
|
(3,543
|
)
|
(35,371
|
)
|
|
15,480
|
|
2,094
|
|
17,574
|
|
||
Comprehensive income
|
|
|
37,345
|
|
|
|
|
82,938
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
|
|
139
|
|
|
|
|
69
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
37,206
|
|
|
|
|
$
|
82,869
|
|
|
Nine Months Ended
|
||||||||||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||||||||||
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
||||||||
Net income
|
|
|
$
|
392,872
|
|
|
|
|
$
|
261,029
|
|
||||
Pension plan adjustments
(1)
|
32,730
|
|
(19,351
|
)
|
13,379
|
|
|
—
|
|
—
|
|
—
|
|
||
Foreign currency translation adjustments
|
(25,447
|
)
|
(699
|
)
|
(26,146
|
)
|
|
(11,429
|
)
|
7,171
|
|
(4,258
|
)
|
||
Fair value of cash flow hedges
|
54,451
|
|
(15,845
|
)
|
38,606
|
|
|
47,489
|
|
(18,521
|
)
|
28,968
|
|
||
Share of equity investee's comprehensive income (loss)
|
(145
|
)
|
—
|
|
(145
|
)
|
|
—
|
|
—
|
|
—
|
|
||
Other comprehensive income (loss)
|
61,589
|
|
(35,895
|
)
|
25,694
|
|
|
36,060
|
|
(11,350
|
)
|
24,710
|
|
||
Comprehensive income
|
|
|
418,566
|
|
|
|
|
285,739
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
|
|
442
|
|
|
|
|
244
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
418,124
|
|
|
|
|
$
|
285,495
|
|
|
June 29, 2018
|
|
September 29, 2017
|
||||
Pension plan adjustments
|
$
|
(31,896
|
)
|
|
$
|
(45,275
|
)
|
Foreign currency translation adjustments
|
(88,704
|
)
|
|
(62,558
|
)
|
||
Cash flow hedges
|
31,812
|
|
|
(6,794
|
)
|
||
Share of equity investee's accumulated other comprehensive loss
|
(9,278
|
)
|
|
(9,133
|
)
|
||
|
$
|
(98,066
|
)
|
|
$
|
(123,760
|
)
|
Current assets
|
$
|
237,538
|
|
Noncurrent assets
|
960,035
|
|
|
Total assets
|
$
|
1,197,573
|
|
|
|
||
Current liabilities
|
$
|
135,427
|
|
Noncurrent liabilities
|
66,718
|
|
|
Total liabilities
|
$
|
202,145
|
|
|
|
Estimated Fair
Value (in millions) |
|
Weighted-
Average Estimated Useful Life (in years) |
|||
Customer relationship assets
|
|
$
|
297.0
|
|
|
15
|
|
Trade names
|
|
|
24.0
|
|
|
3
|
to indefinite
|
Total intangible assets
|
|
$
|
321.0
|
|
|
|
Current assets
|
$
|
157,675
|
|
Noncurrent assets
|
1,343,035
|
|
|
Total assets
|
$
|
1,500,710
|
|
|
|
||
Current liabilities
|
$
|
108,384
|
|
Noncurrent liabilities
|
5,949
|
|
|
Total liabilities
|
$
|
114,333
|
|
|
|
Estimated Fair
Value (in millions) |
|
Weighted-
Average Estimated Useful Life (in years) |
||
Customer relationship assets
|
|
$
|
567.0
|
|
|
15
|
Trade name
|
|
|
222.0
|
|
|
indefinite
|
Total intangible assets
|
|
$
|
789.0
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||
Unaudited (in thousands)
|
|
June 29, 2018
|
|
June 30, 2017
|
|
|
June 29, 2018
|
|
June 30, 2017
|
||||||||
Total sales
|
|
$
|
3,971,606
|
|
|
$
|
3,789,191
|
|
|
|
$
|
12,100,865
|
|
|
$
|
11,526,351
|
|
Net income
|
|
|
79,817
|
|
|
|
55,107
|
|
|
|
|
435,707
|
|
|
|
226,264
|
|
•
|
adjustments to amortization expense related to identifiable intangible assets acquired;
|
•
|
adjustments to depreciation expense related to the fair value of property and equipment acquired;
|
•
|
adjustments to interest expense to reflect the long-term financing agreements used to finance the acquisitions (see Note 5); and
|
•
|
adjustments for the tax effect of the aforementioned adjustments.
|
Segment
|
September 29, 2017
|
|
Acquisitions
|
|
Translation
|
|
June 29, 2018
|
||||||||
FSS United States
|
$
|
3,493,756
|
|
|
$
|
532,201
|
|
|
$
|
—
|
|
|
$
|
4,025,957
|
|
FSS International
|
637,816
|
|
|
2,656
|
|
|
(14,433
|
)
|
|
626,039
|
|
||||
Uniform
|
583,939
|
|
|
370,856
|
|
|
(557
|
)
|
|
954,238
|
|
||||
|
$
|
4,715,511
|
|
|
$
|
905,713
|
|
|
$
|
(14,990
|
)
|
|
$
|
5,606,234
|
|
|
June 29, 2018
|
|
September 29, 2017
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Customer relationship assets
|
$
|
2,253,545
|
|
|
$
|
(1,133,361
|
)
|
|
$
|
1,120,184
|
|
|
$
|
1,376,812
|
|
|
$
|
(1,063,350
|
)
|
|
$
|
313,462
|
|
Trade names
|
1,051,309
|
|
|
(885
|
)
|
|
1,050,424
|
|
|
807,362
|
|
|
—
|
|
|
807,362
|
|
||||||
|
$
|
3,304,854
|
|
|
$
|
(1,134,246
|
)
|
|
$
|
2,170,608
|
|
|
$
|
2,184,174
|
|
|
$
|
(1,063,350
|
)
|
|
$
|
1,120,824
|
|
|
|
June 29, 2018
|
|
September 29, 2017
|
||||
Senior secured revolving credit facility, due March 2022
|
|
$
|
47,208
|
|
|
$
|
—
|
|
Senior secured term loan facility, due March 2022
|
|
454,273
|
|
|
1,125,858
|
|
||
Senior secured term loan facility, due February 2023
|
|
146,208
|
|
|
—
|
|
||
Senior secured term loan facility, due March 2024
|
|
1,403,203
|
|
|
1,403,429
|
|
||
Senior secured term loan facility, due March 2025
|
|
1,772,373
|
|
|
—
|
|
||
5.125% senior notes, due January 2024
|
|
903,048
|
|
|
903,654
|
|
||
5.000% senior notes, due April 2025
|
|
590,593
|
|
|
589,733
|
|
||
3.125% senior notes, due April 2025
|
|
375,646
|
|
|
379,429
|
|
||
4.750% senior notes, due June 2026
|
|
493,925
|
|
|
493,464
|
|
||
5.000% senior notes, due February 2028
|
|
1,136,192
|
|
|
—
|
|
||
Receivables Facility, due May 2021
|
|
400,000
|
|
|
254,200
|
|
||
Capital leases
|
|
137,068
|
|
|
114,400
|
|
||
Other
|
|
10,568
|
|
|
4,321
|
|
||
|
|
7,870,305
|
|
|
5,268,488
|
|
||
Less—current portion
|
|
(81,970
|
)
|
|
(78,157
|
)
|
||
|
|
$
|
7,788,335
|
|
|
$
|
5,190,331
|
|
2018
|
$
|
26,067
|
|
2019
|
63,980
|
|
|
2020
|
120,216
|
|
|
2021
|
515,768
|
|
|
2022
|
468,881
|
|
|
Thereafter
|
6,722,925
|
|
|
Three Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
Interest rate swap agreements
|
$
|
12,257
|
|
|
$
|
(2,721
|
)
|
|
Nine Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
Interest rate swap agreements
|
$
|
48,825
|
|
|
$
|
33,261
|
|
|
|
|
|
Three Months Ended
|
||||||
|
|
Income Statement Location
|
|
June 29, 2018
|
|
June 30, 2017
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Interest expense
|
|
$
|
709
|
|
|
$
|
3,732
|
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Gasoline and diesel fuel agreements
|
|
Costs of services provided / Selling and general corporate expenses
|
|
$
|
(2,070
|
)
|
|
$
|
2,404
|
|
Foreign currency forward exchange contracts
|
|
Interest expense
|
|
(603
|
)
|
|
1,673
|
|
||
|
|
|
|
(2,673
|
)
|
|
4,077
|
|
||
|
|
|
|
$
|
(1,964
|
)
|
|
$
|
7,809
|
|
|
|
|
|
Nine Months Ended
|
||||||
|
|
Income Statement Location
|
|
June 29, 2018
|
|
June 30, 2017
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Interest Expense
|
|
$
|
5,626
|
|
|
$
|
14,288
|
|
Not designated as hedging instruments:
|
|
|
|
|
||||||
Gasoline and diesel fuel agreements
|
|
Costs of services provided / Selling and general corporate expenses
|
|
$
|
(5,547
|
)
|
|
$
|
2,787
|
|
Foreign currency forward exchange contracts
|
|
Interest Expense
|
|
(152
|
)
|
|
(3,134
|
)
|
||
|
|
|
|
$
|
(5,699
|
)
|
|
$
|
(347
|
)
|
|
|
|
|
$
|
(73
|
)
|
|
$
|
13,941
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 29, 2018
|
|
June 30, 2017
|
|
June 29, 2018
|
|
June 30, 2017
|
||||||||
TBOs
|
|
$
|
4.2
|
|
|
$
|
5.2
|
|
|
$
|
14.0
|
|
|
$
|
15.7
|
|
RSUs
|
|
6.0
|
|
|
5.0
|
|
|
17.9
|
|
|
16.4
|
|
||||
PSUs
(1)
|
|
24.0
|
|
|
5.0
|
|
|
34.9
|
|
|
16.4
|
|
||||
Deferred Stock and Other Units
|
|
0.6
|
|
|
0.4
|
|
|
1.5
|
|
|
1.8
|
|
||||
|
|
$
|
34.8
|
|
|
$
|
15.6
|
|
|
$
|
68.3
|
|
|
$
|
50.3
|
|
|
|
|
|
|
|
|
|
|
||||||||
Taxes related to share-based compensation
|
|
$
|
9.8
|
|
|
$
|
5.7
|
|
|
$
|
19.2
|
|
|
$
|
18.6
|
|
|
|
Shares Granted (in millions)
|
|
Weighted-Average Grant-Date Fair Value (dollars per share)
|
|||
TBOs
|
|
1.9
|
|
|
$
|
8.56
|
|
RSUs
|
|
1.2
|
|
|
$
|
40.46
|
|
PSUs
|
|
0.7
|
|
|
$
|
38.95
|
|
Deferred Stock Units
|
|
0.1
|
|
|
$
|
44.62
|
|
|
|
3.9
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 29, 2018
|
|
June 30, 2017
|
|
June 29, 2018
|
|
June 30, 2017
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Aramark stockholders
|
$
|
72,577
|
|
|
$
|
65,295
|
|
|
$
|
392,430
|
|
|
$
|
260,785
|
|
Shares:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
246,028
|
|
|
244,266
|
|
|
245,588
|
|
|
244,399
|
|
||||
Effect of dilutive securities
|
5,829
|
|
|
6,890
|
|
|
6,643
|
|
|
7,149
|
|
||||
Diluted weighted-average shares outstanding
|
251,857
|
|
|
251,156
|
|
|
252,231
|
|
|
251,548
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Aramark stockholders
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
1.60
|
|
|
$
|
1.07
|
|
Diluted Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Aramark stockholders
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
$
|
1.56
|
|
|
$
|
1.04
|
|
|
Sales
|
||||||
|
Three Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
FSS United States
|
$
|
2,501.0
|
|
|
$
|
2,383.7
|
|
FSS International
|
929.9
|
|
|
821.8
|
|
||
Uniform
|
540.7
|
|
|
387.8
|
|
||
|
$
|
3,971.6
|
|
|
$
|
3,593.3
|
|
|
Operating Income
|
||||||
|
Three Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
FSS United States
|
$
|
134.6
|
|
|
$
|
119.9
|
|
FSS International
|
45.9
|
|
|
26.0
|
|
||
Uniform
|
57.1
|
|
|
45.0
|
|
||
|
237.6
|
|
|
190.9
|
|
||
Corporate
|
(49.4
|
)
|
|
(36.2
|
)
|
||
Operating Income
|
188.2
|
|
|
154.7
|
|
||
Interest and Other Financing Costs, net
|
(91.3
|
)
|
|
(61.5
|
)
|
||
Income Before Income Taxes
|
$
|
96.9
|
|
|
$
|
93.2
|
|
|
Sales
|
||||||
|
Nine Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
FSS United States
|
$
|
7,657.0
|
|
|
$
|
7,341.6
|
|
FSS International
|
$
|
2,768.1
|
|
|
2,437.8
|
|
|
Uniform
|
1,450.9
|
|
|
1,170.9
|
|
||
|
$
|
11,876.0
|
|
|
$
|
10,950.3
|
|
|
Operating Income
|
||||||
|
Nine Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
FSS United States
|
$
|
451.5
|
|
|
$
|
437.7
|
|
FSS International
|
108.0
|
|
|
108.2
|
|
||
Uniform
|
132.0
|
|
|
144.2
|
|
||
|
691.5
|
|
|
690.1
|
|
||
Corporate
|
(147.8
|
)
|
|
(99.9
|
)
|
||
Operating Income
|
543.7
|
|
|
590.2
|
|
||
Interest and Other Financing Costs, net
|
(261.7
|
)
|
|
(224.8
|
)
|
||
Income Before Income Taxes
|
$
|
282.0
|
|
|
$
|
365.4
|
|
•
|
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
|
|
|
$
|
27,472
|
|
|
$
|
26,034
|
|
|
$
|
112,457
|
|
|
$
|
—
|
|
|
$
|
165,968
|
|
Receivables
|
—
|
|
|
1,307
|
|
|
549,047
|
|
|
1,301,574
|
|
|
—
|
|
|
1,851,928
|
|
||||||
Inventories
|
—
|
|
|
15,142
|
|
|
575,835
|
|
|
114,387
|
|
|
—
|
|
|
705,364
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
9,330
|
|
|
83,863
|
|
|
93,613
|
|
|
—
|
|
|
186,806
|
|
||||||
Total current assets
|
5
|
|
|
53,251
|
|
|
1,234,779
|
|
|
1,622,031
|
|
|
—
|
|
|
2,910,066
|
|
||||||
Property and Equipment, net
|
—
|
|
|
27,653
|
|
|
963,811
|
|
|
329,902
|
|
|
—
|
|
|
1,321,366
|
|
||||||
Goodwill
|
—
|
|
|
181,756
|
|
|
4,769,053
|
|
|
655,425
|
|
|
—
|
|
|
5,606,234
|
|
||||||
Investment in and Advances to Subsidiaries
|
2,845,770
|
|
|
7,507,640
|
|
|
90,049
|
|
|
634,463
|
|
|
(11,077,922
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,684
|
|
|
1,950,400
|
|
|
190,524
|
|
|
—
|
|
|
2,170,608
|
|
||||||
Other Assets
|
—
|
|
|
94,609
|
|
|
1,211,119
|
|
|
353,540
|
|
|
(2,002
|
)
|
|
1,657,266
|
|
||||||
|
$
|
2,845,775
|
|
|
$
|
7,894,593
|
|
|
$
|
10,219,211
|
|
|
$
|
3,785,885
|
|
|
$
|
(11,079,924
|
)
|
|
$
|
13,665,540
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
32,162
|
|
|
$
|
27,022
|
|
|
$
|
22,786
|
|
|
$
|
—
|
|
|
$
|
81,970
|
|
Accounts payable
|
—
|
|
|
141,797
|
|
|
376,492
|
|
|
328,451
|
|
|
—
|
|
|
846,740
|
|
||||||
Accrued expenses and other current liabilities
|
—
|
|
|
197,794
|
|
|
681,087
|
|
|
334,935
|
|
|
88
|
|
|
1,213,904
|
|
||||||
Total current liabilities
|
—
|
|
|
371,753
|
|
|
1,084,601
|
|
|
686,172
|
|
|
88
|
|
|
2,142,614
|
|
||||||
Long-term Borrowings
|
—
|
|
|
6,773,741
|
|
|
74,602
|
|
|
939,992
|
|
|
—
|
|
|
7,788,335
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
389,980
|
|
|
407,460
|
|
|
81,331
|
|
|
—
|
|
|
878,771
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
5,328,743
|
|
|
519,783
|
|
|
(5,848,526
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
10,045
|
|
|
—
|
|
|
—
|
|
|
10,045
|
|
||||||
Total Stockholders' Equity
|
2,845,775
|
|
|
359,119
|
|
|
3,313,760
|
|
|
1,558,607
|
|
|
(5,231,486
|
)
|
|
2,845,775
|
|
||||||
|
$
|
2,845,775
|
|
|
$
|
7,894,593
|
|
|
$
|
10,219,211
|
|
|
$
|
3,785,885
|
|
|
$
|
(11,079,924
|
)
|
|
$
|
13,665,540
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
111,512
|
|
|
$
|
37,513
|
|
|
$
|
89,767
|
|
|
$
|
—
|
|
|
$
|
238,797
|
|
Receivables
|
—
|
|
|
3,721
|
|
|
303,664
|
|
|
1,308,608
|
|
|
—
|
|
|
1,615,993
|
|
||||||
Inventories
|
—
|
|
|
15,737
|
|
|
514,267
|
|
|
80,728
|
|
|
—
|
|
|
610,732
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
14,123
|
|
|
83,404
|
|
|
90,090
|
|
|
—
|
|
|
187,617
|
|
||||||
Total current assets
|
5
|
|
|
145,093
|
|
|
938,848
|
|
|
1,569,193
|
|
|
—
|
|
|
2,653,139
|
|
||||||
Property and Equipment, net
|
—
|
|
|
29,869
|
|
|
775,362
|
|
|
236,800
|
|
|
—
|
|
|
1,042,031
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
3,874,647
|
|
|
667,760
|
|
|
—
|
|
|
4,715,511
|
|
||||||
Investment in and Advances to Subsidiaries
|
2,459,056
|
|
|
5,248,858
|
|
|
90,049
|
|
|
567,277
|
|
|
(8,365,240
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,683
|
|
|
914,000
|
|
|
177,141
|
|
|
—
|
|
|
1,120,824
|
|
||||||
Other Assets
|
—
|
|
|
53,538
|
|
|
1,112,076
|
|
|
311,112
|
|
|
(2,002
|
)
|
|
1,474,724
|
|
||||||
|
$
|
2,459,061
|
|
|
$
|
5,680,145
|
|
|
$
|
7,704,982
|
|
|
$
|
3,529,283
|
|
|
$
|
(8,367,242
|
)
|
|
$
|
11,006,229
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
33,487
|
|
|
$
|
20,330
|
|
|
$
|
24,340
|
|
|
$
|
—
|
|
|
$
|
78,157
|
|
Accounts payable
|
—
|
|
|
167,926
|
|
|
461,192
|
|
|
326,807
|
|
|
—
|
|
|
955,925
|
|
||||||
Accrued expenses and other current liabilities
|
—
|
|
|
200,130
|
|
|
814,542
|
|
|
319,253
|
|
|
88
|
|
|
1,334,013
|
|
||||||
Total current liabilities
|
—
|
|
|
401,543
|
|
|
1,296,064
|
|
|
670,400
|
|
|
88
|
|
|
2,368,095
|
|
||||||
Long-term Borrowings
|
—
|
|
|
4,460,730
|
|
|
63,604
|
|
|
665,997
|
|
|
—
|
|
|
5,190,331
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
425,297
|
|
|
513,797
|
|
|
39,850
|
|
|
—
|
|
|
978,944
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
5,224,196
|
|
|
747,347
|
|
|
(5,971,543
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
9,798
|
|
|
—
|
|
|
—
|
|
|
9,798
|
|
||||||
Total Stockholders' Equity
|
2,459,061
|
|
|
392,575
|
|
|
597,523
|
|
|
1,405,689
|
|
|
(2,395,787
|
)
|
|
2,459,061
|
|
||||||
|
$
|
2,459,061
|
|
|
$
|
5,680,145
|
|
|
$
|
7,704,982
|
|
|
$
|
3,529,283
|
|
|
$
|
(8,367,242
|
)
|
|
$
|
11,006,229
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
261,383
|
|
|
$
|
2,580,276
|
|
|
$
|
1,129,947
|
|
|
$
|
—
|
|
|
$
|
3,971,606
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
235,789
|
|
|
2,263,239
|
|
|
1,025,776
|
|
|
—
|
|
|
3,524,804
|
|
||||||
Depreciation and amortization
|
—
|
|
|
4,771
|
|
|
127,321
|
|
|
24,842
|
|
|
—
|
|
|
156,934
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
51,310
|
|
|
43,179
|
|
|
7,226
|
|
|
—
|
|
|
101,715
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
85,080
|
|
|
(1,466
|
)
|
|
7,651
|
|
|
—
|
|
|
91,265
|
|
||||||
Expense allocations
|
—
|
|
|
(77,642
|
)
|
|
73,564
|
|
|
4,078
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
299,308
|
|
|
2,505,837
|
|
|
1,069,573
|
|
|
—
|
|
|
3,874,718
|
|
||||||
Income (Loss) before Income Tax
|
—
|
|
|
(37,925
|
)
|
|
74,439
|
|
|
60,374
|
|
|
—
|
|
|
96,888
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(9,612
|
)
|
|
17,470
|
|
|
16,314
|
|
|
—
|
|
|
24,172
|
|
||||||
Equity in Net Income of Subsidiaries
|
72,577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72,577
|
)
|
|
—
|
|
||||||
Net income (loss)
|
72,577
|
|
|
(28,313
|
)
|
|
56,969
|
|
|
44,060
|
|
|
(72,577
|
)
|
|
72,716
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
139
|
|
||||||
Net income (loss) attributable to Aramark stockholders
|
72,577
|
|
|
(28,313
|
)
|
|
56,830
|
|
|
44,060
|
|
|
(72,577
|
)
|
|
72,577
|
|
||||||
Other comprehensive income (loss), net of tax
|
(35,371
|
)
|
|
13,521
|
|
|
—
|
|
|
(100,736
|
)
|
|
87,215
|
|
|
(35,371
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
37,206
|
|
|
$
|
(14,792
|
)
|
|
$
|
56,830
|
|
|
$
|
(56,676
|
)
|
|
$
|
14,638
|
|
|
$
|
37,206
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
772,008
|
|
|
$
|
7,828,692
|
|
|
$
|
3,275,335
|
|
|
$
|
—
|
|
|
$
|
11,876,035
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
681,761
|
|
|
6,891,330
|
|
|
3,033,286
|
|
|
—
|
|
|
10,606,377
|
|
||||||
Depreciation and amortization
|
—
|
|
|
14,645
|
|
|
360,485
|
|
|
68,516
|
|
|
—
|
|
|
443,646
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
153,434
|
|
|
111,383
|
|
|
17,510
|
|
|
—
|
|
|
282,327
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
244,475
|
|
|
(2,053
|
)
|
|
19,295
|
|
|
—
|
|
|
261,717
|
|
||||||
Expense allocations
|
—
|
|
|
(223,650
|
)
|
|
210,863
|
|
|
12,787
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
870,665
|
|
|
7,572,008
|
|
|
3,151,394
|
|
|
—
|
|
|
11,594,067
|
|
||||||
Income (Loss) before Income Tax
|
—
|
|
|
(98,657
|
)
|
|
256,684
|
|
|
123,941
|
|
|
—
|
|
|
281,968
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(37,516
|
)
|
|
(112,920
|
)
|
|
39,532
|
|
|
—
|
|
|
(110,904
|
)
|
||||||
Equity in Net Income of Subsidiaries
|
392,430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(392,430
|
)
|
|
—
|
|
||||||
Net income (loss)
|
392,430
|
|
|
(61,141
|
)
|
|
369,604
|
|
|
84,409
|
|
|
(392,430
|
)
|
|
392,872
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
442
|
|
|
—
|
|
|
—
|
|
|
442
|
|
||||||
Net income (loss) attributable to Aramark stockholders
|
392,430
|
|
|
(61,141
|
)
|
|
369,162
|
|
|
84,409
|
|
|
(392,430
|
)
|
|
392,430
|
|
||||||
Other comprehensive income (loss), net of tax
|
25,694
|
|
|
36,344
|
|
|
2,181
|
|
|
(33,859
|
)
|
|
(4,666
|
)
|
|
25,694
|
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
418,124
|
|
|
$
|
(24,797
|
)
|
|
$
|
371,343
|
|
|
$
|
50,550
|
|
|
$
|
(397,096
|
)
|
|
$
|
418,124
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
274,030
|
|
|
$
|
2,346,917
|
|
|
$
|
972,330
|
|
|
$
|
—
|
|
|
$
|
3,593,277
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
247,571
|
|
|
2,082,456
|
|
|
902,339
|
|
|
—
|
|
|
3,232,366
|
|
||||||
Depreciation and amortization
|
—
|
|
|
4,288
|
|
|
104,394
|
|
|
17,758
|
|
|
—
|
|
|
126,440
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
37,969
|
|
|
35,189
|
|
|
6,634
|
|
|
—
|
|
|
79,792
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
58,831
|
|
|
(847
|
)
|
|
3,499
|
|
|
—
|
|
|
61,483
|
|
||||||
Expense allocations
|
—
|
|
|
(67,250
|
)
|
|
62,913
|
|
|
4,337
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
281,409
|
|
|
2,284,105
|
|
|
934,567
|
|
|
—
|
|
|
3,500,081
|
|
||||||
Income (Loss) before Income Tax
|
—
|
|
|
(7,379
|
)
|
|
62,812
|
|
|
37,763
|
|
|
—
|
|
|
93,196
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(3,087
|
)
|
|
17,424
|
|
|
13,495
|
|
|
—
|
|
|
27,832
|
|
||||||
Equity in Net Income of Subsidiaries
|
65,295
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,295
|
)
|
|
—
|
|
||||||
Net income (loss)
|
65,295
|
|
|
(4,292
|
)
|
|
45,388
|
|
|
24,268
|
|
|
(65,295
|
)
|
|
65,364
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
69
|
|
||||||
Net income (loss) attributable to Aramark stockholders
|
65,295
|
|
|
(4,292
|
)
|
|
45,319
|
|
|
24,268
|
|
|
(65,295
|
)
|
|
65,295
|
|
||||||
Other comprehensive income, net of tax
|
17,574
|
|
|
4,034
|
|
|
1,495
|
|
|
57,622
|
|
|
(63,151
|
)
|
|
17,574
|
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
82,869
|
|
|
$
|
(258
|
)
|
|
$
|
46,814
|
|
|
$
|
81,890
|
|
|
$
|
(128,446
|
)
|
|
$
|
82,869
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Sales
|
$
|
—
|
|
|
$
|
785,435
|
|
|
$
|
7,310,795
|
|
|
$
|
2,854,058
|
|
|
$
|
—
|
|
|
$
|
10,950,288
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
713,520
|
|
|
6,404,749
|
|
|
2,639,623
|
|
|
—
|
|
|
9,757,892
|
|
||||||
Depreciation and amortization
|
—
|
|
|
12,851
|
|
|
313,350
|
|
|
52,057
|
|
|
—
|
|
|
378,258
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
105,283
|
|
|
102,978
|
|
|
15,723
|
|
|
—
|
|
|
223,984
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
212,651
|
|
|
(2,207
|
)
|
|
14,347
|
|
|
—
|
|
|
224,791
|
|
||||||
Expense allocations
|
—
|
|
|
(210,077
|
)
|
|
201,245
|
|
|
8,832
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
834,228
|
|
|
7,020,115
|
|
|
2,730,582
|
|
|
—
|
|
|
10,584,925
|
|
||||||
Income (Loss) before Income Tax
|
—
|
|
|
(48,793
|
)
|
|
290,680
|
|
|
123,476
|
|
|
—
|
|
|
365,363
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(19,186
|
)
|
|
82,727
|
|
|
40,793
|
|
|
—
|
|
|
104,334
|
|
||||||
Equity in Net Income of Subsidiaries
|
260,785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260,785
|
)
|
|
—
|
|
||||||
Net income (loss)
|
260,785
|
|
|
(29,607
|
)
|
|
207,953
|
|
|
82,683
|
|
|
(260,785
|
)
|
|
261,029
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
244
|
|
|
—
|
|
|
—
|
|
|
244
|
|
||||||
Net income (loss) attributable to Aramark stockholders
|
260,785
|
|
|
(29,607
|
)
|
|
207,709
|
|
|
82,683
|
|
|
(260,785
|
)
|
|
260,785
|
|
||||||
Other comprehensive income, net of tax
|
24,710
|
|
|
42,069
|
|
|
172
|
|
|
13,955
|
|
|
(56,196
|
)
|
|
24,710
|
|
||||||
Comprehensive income attributable to Aramark stockholders
|
$
|
285,495
|
|
|
$
|
12,462
|
|
|
$
|
207,881
|
|
|
$
|
96,638
|
|
|
$
|
(316,981
|
)
|
|
$
|
285,495
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(11,280
|
)
|
|
$
|
(2,707
|
)
|
|
$
|
190,411
|
|
|
$
|
(35,002
|
)
|
|
$
|
141,422
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(8,926
|
)
|
|
(367,388
|
)
|
|
(56,465
|
)
|
|
—
|
|
|
(432,779
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
2,142
|
|
|
2,393
|
|
|
3,151
|
|
|
—
|
|
|
7,686
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(2,381,800
|
)
|
|
236,613
|
|
|
(94,414
|
)
|
|
—
|
|
|
(2,239,601
|
)
|
||||||
Other investing activities
|
—
|
|
|
(4,214
|
)
|
|
512
|
|
|
(3,783
|
)
|
|
—
|
|
|
(7,485
|
)
|
||||||
Net cash used in investing activities
|
—
|
|
|
(2,392,798
|
)
|
|
(127,870
|
)
|
|
(151,511
|
)
|
|
—
|
|
|
(2,672,179
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
2,982,209
|
|
|
—
|
|
|
163,860
|
|
|
—
|
|
|
3,146,069
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(639,731
|
)
|
|
(19,962
|
)
|
|
(41,369
|
)
|
|
—
|
|
|
(701,062
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
145,800
|
|
|
—
|
|
|
145,800
|
|
||||||
Payments of dividends
|
—
|
|
|
(77,317
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,317
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
15,961
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,961
|
|
||||||
Repurchase of stock
|
—
|
|
|
(24,410
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,410
|
)
|
||||||
Other financing activities
|
—
|
|
|
(44,037
|
)
|
|
(2,686
|
)
|
|
(390
|
)
|
|
—
|
|
|
(47,113
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
107,363
|
|
|
141,746
|
|
|
(284,111
|
)
|
|
35,002
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
2,320,038
|
|
|
119,098
|
|
|
(16,210
|
)
|
|
35,002
|
|
|
2,457,928
|
|
||||||
(Decrease) increase in cash and cash equivalents
|
—
|
|
|
(84,040
|
)
|
|
(11,479
|
)
|
|
22,690
|
|
|
—
|
|
|
(72,829
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
111,512
|
|
|
37,513
|
|
|
89,767
|
|
|
—
|
|
|
238,797
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
27,472
|
|
|
$
|
26,034
|
|
|
$
|
112,457
|
|
|
$
|
—
|
|
|
$
|
165,968
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
195,061
|
|
|
$
|
202,300
|
|
|
$
|
97,854
|
|
|
$
|
(46,026
|
)
|
|
$
|
449,189
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment, client contract investments and other
|
—
|
|
|
(15,791
|
)
|
|
(269,316
|
)
|
|
(55,187
|
)
|
|
—
|
|
|
(340,294
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
150
|
|
|
12,624
|
|
|
2,143
|
|
|
—
|
|
|
14,917
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(88,313
|
)
|
|
(41,781
|
)
|
|
—
|
|
|
(130,094
|
)
|
||||||
Other investing activities
|
—
|
|
|
(84,408
|
)
|
|
6,011
|
|
|
80,098
|
|
|
—
|
|
|
1,701
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(100,049
|
)
|
|
(338,994
|
)
|
|
(14,727
|
)
|
|
—
|
|
|
(453,770
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
3,606,864
|
|
|
—
|
|
|
100,544
|
|
|
—
|
|
|
3,707,408
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(3,228,896
|
)
|
|
(14,492
|
)
|
|
(318,112
|
)
|
|
—
|
|
|
(3,561,500
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
82,000
|
|
|
—
|
|
|
82,000
|
|
||||||
Payments of dividends
|
—
|
|
|
(75,543
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,543
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
23,048
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,048
|
|
||||||
Repurchase of stock
|
—
|
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
||||||
Other financing activities
|
—
|
|
|
(73,175
|
)
|
|
4,632
|
|
|
(195
|
)
|
|
—
|
|
|
(68,738
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
(268,998
|
)
|
|
146,205
|
|
|
76,767
|
|
|
46,026
|
|
|
—
|
|
||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(116,700
|
)
|
|
136,345
|
|
|
(58,996
|
)
|
|
46,026
|
|
|
6,675
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
(21,688
|
)
|
|
(349
|
)
|
|
24,131
|
|
|
—
|
|
|
2,094
|
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
47,850
|
|
|
31,344
|
|
|
73,381
|
|
|
—
|
|
|
152,580
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
26,162
|
|
|
$
|
30,995
|
|
|
$
|
97,512
|
|
|
$
|
—
|
|
|
$
|
154,674
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
June 29, 2018
|
|
June 30, 2017
|
|
$
|
|
%
|
|||||||
Sales
|
$
|
3,971.6
|
|
|
$
|
3,593.3
|
|
|
$
|
378.3
|
|
|
11
|
%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
3,524.8
|
|
|
3,232.4
|
|
|
292.4
|
|
|
9
|
%
|
|||
Other operating expenses
|
258.6
|
|
|
206.2
|
|
|
52.4
|
|
|
25
|
%
|
|||
|
3,783.4
|
|
|
3,438.6
|
|
|
344.8
|
|
|
10
|
%
|
|||
Operating income
|
188.2
|
|
|
154.7
|
|
|
33.5
|
|
|
22
|
%
|
|||
Interest and Other Financing Costs, net
|
91.3
|
|
|
61.5
|
|
|
29.8
|
|
|
48
|
%
|
|||
Income Before Income Taxes
|
96.9
|
|
|
93.2
|
|
|
3.7
|
|
|
4
|
%
|
|||
Provision for Income Taxes
|
24.2
|
|
|
27.8
|
|
|
(3.6
|
)
|
|
(13
|
)%
|
|||
Net income
|
$
|
72.7
|
|
|
$
|
65.4
|
|
|
$
|
7.3
|
|
|
11
|
%
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
Sales by Segment
(1)
|
|
June 29, 2018
|
|
June 30, 2017
|
|
$
|
|
%
|
|||||||
FSS United States
|
|
$
|
2,501.0
|
|
|
$
|
2,383.7
|
|
|
$
|
117.3
|
|
|
5
|
%
|
FSS International
|
|
929.9
|
|
|
821.8
|
|
|
108.1
|
|
|
13
|
%
|
|||
Uniform
|
|
540.7
|
|
|
387.8
|
|
|
152.9
|
|
|
39
|
%
|
|||
|
|
$
|
3,971.6
|
|
|
$
|
3,593.3
|
|
|
$
|
378.3
|
|
|
11
|
%
|
|
|
|
|||||||||||||
|
|
Three Months Ended
|
|
Change
|
|||||||||||
Operating Income by Segment
|
|
June 29, 2018
|
|
June 30, 2017
|
|
$
|
|
%
|
|||||||
FSS United States
|
|
$
|
134.6
|
|
|
$
|
119.9
|
|
|
14.7
|
|
|
12
|
%
|
|
FSS International
|
|
45.9
|
|
|
26.0
|
|
|
19.9
|
|
|
76
|
%
|
|||
Uniform
|
|
57.1
|
|
|
45.0
|
|
|
12.1
|
|
|
27
|
%
|
|||
Corporate
|
|
(49.4
|
)
|
|
(36.2
|
)
|
|
(13.2
|
)
|
|
37
|
%
|
|||
|
|
$
|
188.2
|
|
|
$
|
154.7
|
|
|
$
|
33.5
|
|
|
22
|
%
|
|
Nine Months Ended
|
|
Change
|
|||||||||||
|
June 29, 2018
|
|
June 30, 2017
|
|
$
|
|
%
|
|||||||
Sales
|
$
|
11,876.0
|
|
|
$
|
10,950.3
|
|
|
$
|
925.7
|
|
|
8
|
%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
10,606.4
|
|
|
9,757.9
|
|
|
848.5
|
|
|
9
|
%
|
|||
Other operating expenses
|
725.9
|
|
|
602.2
|
|
|
123.7
|
|
|
21
|
%
|
|||
|
11,332.3
|
|
|
10,360.1
|
|
|
972.2
|
|
|
9
|
%
|
|||
Operating income
|
543.7
|
|
|
590.2
|
|
|
(46.5
|
)
|
|
(8
|
)%
|
|||
Interest and Other Financing Costs, net
|
261.7
|
|
|
224.8
|
|
|
36.9
|
|
|
16
|
%
|
|||
Income Before Income Taxes
|
282.0
|
|
|
365.4
|
|
|
(83.4
|
)
|
|
(23
|
)%
|
|||
(Benefit) Provision for Income Taxes
|
(110.9
|
)
|
|
104.4
|
|
|
(215.3
|
)
|
|
(206
|
)%
|
|||
Net income
|
$
|
392.9
|
|
|
$
|
261.0
|
|
|
$
|
131.9
|
|
|
51
|
%
|
|
|
Nine Months Ended
|
|
Change
|
|||||||||||
Sales by Segment
(1)
|
|
June 29, 2018
|
|
June 30, 2017
|
|
$
|
|
%
|
|||||||
FSS United States
|
|
$
|
7,657.0
|
|
|
$
|
7,341.6
|
|
|
$
|
315.4
|
|
|
4
|
%
|
FSS International
|
|
2,768.1
|
|
|
2,437.8
|
|
|
330.3
|
|
|
14
|
%
|
|||
Uniform
|
|
1,450.9
|
|
|
1,170.9
|
|
|
280.0
|
|
|
24
|
%
|
|||
|
|
$
|
11,876.0
|
|
|
$
|
10,950.3
|
|
|
$
|
925.7
|
|
|
8
|
%
|
|
|
|
|||||||||||||
|
|
Nine Months Ended
|
|
Change
|
|||||||||||
Operating Income by Segment
|
|
June 29, 2018
|
|
June 30, 2017
|
|
$
|
|
%
|
|||||||
FSS United States
|
|
$
|
451.5
|
|
|
$
|
437.7
|
|
|
13.8
|
|
|
3
|
%
|
|
FSS International
|
|
108.0
|
|
|
108.2
|
|
|
(0.2
|
)
|
|
—
|
%
|
|||
Uniform
|
|
132.0
|
|
|
144.2
|
|
|
(12.2
|
)
|
|
(8
|
)%
|
|||
Corporate
|
|
(147.8
|
)
|
|
(99.9
|
)
|
|
(47.9
|
)
|
|
(48
|
)%
|
|||
|
|
$
|
543.7
|
|
|
$
|
590.2
|
|
|
$
|
(46.5
|
)
|
|
(8
|
)%
|
•
|
growth in all of our segments, excluding acquisitions;
|
•
|
growth due to the Avendra and AmeriPride acquisitions (approximately 5% and 3%); and
|
•
|
the positive impact of foreign currency translation (approximately $52 million or approximately 1% and approximately $195 million or approximately 2%).
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
|
June 29, 2018
|
|
June 30, 2017
|
|
June 29, 2018
|
|
June 30, 2017
|
||||||||||||||||||||
Cost of services provided
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
|
$
|
|
% of Sales
|
||||||||||||
FSS United States
|
|
$
|
2,239.2
|
|
|
90
|
%
|
|
$
|
2,148.8
|
|
|
90
|
%
|
|
$
|
6,836.1
|
|
|
89
|
%
|
|
$
|
6,560.6
|
|
|
89
|
%
|
FSS International
|
|
862.5
|
|
|
93
|
%
|
|
775.4
|
|
|
94
|
%
|
|
2,596.8
|
|
|
94
|
%
|
|
2,273.9
|
|
|
94
|
%
|
||||
Uniform
|
|
423.1
|
|
|
78
|
%
|
|
308.2
|
|
|
79
|
%
|
|
1,173.5
|
|
|
81
|
%
|
|
923.4
|
|
|
79
|
%
|
||||
|
|
$
|
3,524.8
|
|
|
89
|
%
|
|
$
|
3,232.4
|
|
|
90
|
%
|
|
$
|
10,606.4
|
|
|
89
|
%
|
|
$
|
9,757.9
|
|
|
89
|
%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
Cost of services provided components
|
|
June 29, 2018
|
|
June 30, 2017
|
|
June 29, 2018
|
|
June 30, 2017
|
||||
Food and support service costs
|
|
25
|
%
|
|
25
|
%
|
|
26
|
%
|
|
26
|
%
|
Personnel costs
|
|
49
|
%
|
|
48
|
%
|
|
47
|
%
|
|
47
|
%
|
Other direct costs
|
|
26
|
%
|
|
27
|
%
|
|
27
|
%
|
|
27
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
an increase in profit related to the acquisitions of Avendra and AmeriPride;
|
•
|
profit growth in the FSS International segment;
|
•
|
lower severance costs related to streamlining initiatives ($18.3 million
);
|
•
|
lower compensation and benefit costs;
and
|
•
|
the positive impact of foreign currency translation ($3 million or approximately 2%);
which more than offset
|
•
|
acquisition and merger and integration costs related to the Avendra and AmeriPride acquisitions ($9.7 million);
|
•
|
an increase in depreciation and amortization expense primarily related to the acquisitions and client contract investments ($30.5 million); and
|
•
|
an increase in share-based compensation expense primarily related to the increase in the expected performance stock unit ("PSU") attainment percentage ($19.2 million).
|
•
|
acquisition and merger and integration costs related to the Avendra and AmeriPride acquisitions ($64.8 million);
|
•
|
an increase in severance costs related to streamlining initiatives ($21.3 million
);
|
•
|
an increase in depreciation and amortization expense primarily related to the acquisitions and client contract investments ($65.4 million);
|
•
|
an increase in share-based compensation expense
primarily related to the increase in the expected PSU attainment percentage
($18.0 million);
and
|
•
|
an increase in consulting costs related to streamlining initiatives ($16.5 million); which more than offset
|
•
|
an increase in income related to our casualty insurance program from prior years' loss experience that were favorable ($11.8 million)
;
|
•
|
lower compensation and benefits costs;
and
|
•
|
the positive impact of foreign currency translation ($7 million or approximately 1%).
|
•
|
an increase in Education sector sales resulting from net new business and base business growth (approximately
4%
and approximately
3%
);
|
•
|
an increase in Healthcare sector sales resulting from base business growth (approximately
6%
and
3%
);
|
•
|
an increase in Sports, Leisure & Corrections sector sales resulting from net new business and base business growth (approximately
3%
and
4%
);
|
•
|
an increase in Facilities & Other sector sales resulting from net new business, acquisitions and base business growth (approximately
18%
and
12%
); and
|
•
|
lower Business & Industry sector sales for the three month period of fiscal
2018
resulting from net lost business (approximately
2%
) and an increase for the nine month period of fiscal
2018
resulting from base business growth (approximately
1%
).
|
•
|
an increase in profit related to the acquisition of Avendra; partially offset by
|
•
|
an increase in amortization expense mainly from our client contract investments and the acquisition of Avendra ($10.3 million and $27.7 million);
|
•
|
merger and integration related costs from the Avendra acquisition ($2.0 million and $11.7 million); and
|
•
|
a profit decline in the Education sector primarily driven by net new business conversion.
|
•
|
sales growth across all regions, including growth due to acquisitions (approximately 4% and 2%); and
|
•
|
the positive impact of foreign currency translation (approximately $48 million or 6% and approximately $185 million or 8%).
|
•
|
profit growth in Canada, Spain and South America;
|
•
|
lower severance costs related to streamlining initiatives ($10.6 million
);
|
•
|
lower compensation and benefits costs;
and
|
•
|
the positive impact of foreign currency translation (approximately $2 million or 8%); which more than offset
|
•
|
profit decline in Northern Europe.
|
•
|
profit decline in Northern Europe;
|
•
|
an increase in
severance costs related to streamlining initiatives ($12.8 million
)
and
|
•
|
charges related to a joint venture partner liquidation and related acquisition ($7.5 million); partially
offset by
|
•
|
profit growth in Canada;
|
•
|
lower compensation and benefits costs; and
|
•
|
the positive impact of foreign currency translation (approximately $6 million or 5%);
|
•
|
productivity expansion in our rental market;
|
•
|
an increase in profit related to the acquisition of AmeriPride; and
|
•
|
lower compensation and benefits costs; which more than offset
|
•
|
an increase in merger and integration related costs from the AmeriPride acquisition ($6.9 million); and
|
•
|
an increase in depreciation and amortization expense mainly from the AmeriPride acquisition ($17.6 million).
|
•
|
an increase in merger and integration related costs from the AmeriPride acquisition ($27.1 million); and
|
•
|
an increase in depreciation and amortization expense mainly from the AmeriPride acquisition ($32.9 million); which more than offset
|
•
|
lower compensation and benefits costs;
|
•
|
an increase in income related to our casualty insurance program from prior years' loss experience that were favorable ($2.0 million for the six month period);
|
•
|
productivity expansion in our rental market.
|
•
|
an increase in share-based compensation
primarily related to the increase in the expected PSU attainment percentage
($19.2 million and $18.0 million); and
|
•
|
an increase in
consulting costs for streamlining initiatives ($4.5 million and $16.5 million); which more than offset
|
•
|
lower compensation and benefits costs;
and
|
•
|
a decrease in the loss related to the change in the fair value of certain gasoline and diesel agreements ($3.1 million and $4.5 million).
|
|
Nine Months Ended
|
||||||
|
June 29, 2018
|
|
June 30, 2017
|
||||
Net cash provided by operating activities
|
$
|
141.4
|
|
|
$
|
449.2
|
|
Net cash used in investing activities
|
(2,672.2
|
)
|
|
(453.8
|
)
|
||
Net cash provided by financing activities
|
2,457.9
|
|
|
6.7
|
|
•
|
Accrued expenses were a greater use of cash primarily due to the timing of payments for client advances and the timing of one-time payments for certain liabilities assumed related to the Avendra and AmeriPride acquisitions;
|
•
|
Prepayments were less of a source of cash due to
the timing of prepayments made related to interest, insurance premiums and taxes;
|
•
|
Accounts receivable were a greater use of cash due to the timing of collections and sales growth;
|
•
|
Inventories were a greater use of cash due to new business in our Uniform segment; and
|
•
|
Accounts payable were a greater use of cash due to the timing of disbursements.
|
•
|
issuance of a new $1.785 billion U.S. Term Loan B due 2025;
|
•
|
issuance of $1.150 billion aggregate principal amount of 5.000% senior unsecured notes due 2028;
|
•
|
repayment of the U.S. dollar denominated term loan to Aramark Services, Inc. ("ASI") due 2022 ($633.8 million of principal); and
|
•
|
payment of fees primarily related to the U.S. Term Loan B due 2025 and the 5.000% senior unsecured notes due 2028 (approximately $24.7 million).
|
•
|
issuance of $600.0 million of 5.000% senior unsecured notes due 2025;
|
•
|
issuance of €325.0 million of 3.125% senior unsecured notes due 2025;
|
•
|
issuance of $2,400.0 million in the aggregate of new U.S. term loans, a CAD133.4 million term loan denominated in Canadian dollars and a ¥11,107.0 million term loan denominated in yen;
|
•
|
repayment of all existing term loan facilities under the Company's then existing senior secured credit facilities;
|
•
|
repayment of $228.8 million of the 5.750% senior unsecured notes due 2020; and
|
•
|
payment of fees and expenses related to the refinancings (approximately $43.0 million).
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||
(in millions)
|
June 29, 2018
|
|
March 30, 2018
|
|
December 29, 2017
|
|
September 29, 2017
|
|
June 29, 2018
|
||||||||||
Net income attributable to ASI stockholder
|
$
|
72.6
|
|
|
$
|
27.6
|
|
|
$
|
292.3
|
|
|
$
|
113.1
|
|
|
$
|
505.6
|
|
Interest and other financing costs, net
|
91.2
|
|
|
94.2
|
|
|
76.3
|
|
|
62.6
|
|
|
324.3
|
|
|||||
(Benefit) Provision for income taxes
|
24.1
|
|
|
14.7
|
|
|
(149.7
|
)
|
|
42.1
|
|
|
(68.8
|
)
|
|||||
Depreciation and amortization
|
156.9
|
|
|
152.9
|
|
|
133.8
|
|
|
130.0
|
|
|
573.6
|
|
|||||
Share-based compensation expense
(1)
|
34.8
|
|
|
17.1
|
|
|
16.4
|
|
|
14.9
|
|
|
83.2
|
|
|||||
Pro forma EBITDA for equity method investees
(2)
|
2.9
|
|
|
4.0
|
|
|
5.0
|
|
|
4.3
|
|
|
16.2
|
|
|||||
Pro forma EBITDA for certain transactions
(3)
|
6.8
|
|
|
21.4
|
|
|
38.2
|
|
|
39.0
|
|
|
105.4
|
|
|||||
Other
(4)
|
14.9
|
|
|
83.4
|
|
|
20.0
|
|
|
15.6
|
|
|
133.9
|
|
|||||
Covenant Adjusted EBITDA
|
$
|
404.2
|
|
|
$
|
415.3
|
|
|
$
|
432.3
|
|
|
$
|
421.6
|
|
|
$
|
1,673.4
|
|
(1)
|
Represents share-based compensation expense resulting from the application of accounting for stock options, restricted stock units, performance stock, performance stock units, and deferred stock unit awards (see Note 9
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 Net income attributable to ASI stockholder. EBITDA for this equity method investee is calculated in a manner consistent with consolidated Covenant Adjusted EBITDA but does not represent cash distributions received from this investee.
|
(3)
|
Represents the annualizing of net EBITDA from acquisitions made during the period.
|
(4)
|
Other for the twelve months ended
June 29, 2018
includes organizational streamlining initiatives ($40.6 million), the impact of the change in fair value related to certain gasoline and diesel agreements ($4.1 million gain), expenses related to merger and integration related charges ($66.9 million), estimated impact of natural disasters, net of insurance proceeds ($13.3 million, of which $6.1 million related to asset write-downs), property and other asset write-downs related to a
joint venture partner liquidation and related acquisition ($7.5 million), duplicate rent charges to build out and ready our new headquarters while occupying our then-existing headquarters ($4.9 million)
and other miscellaneous expenses.
|
|
Covenant
Requirements |
|
Actual
Ratios |
Consolidated Secured Debt Ratio
(1)
|
5.125x
|
|
2.52
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio)
(2)
|
2.000x
|
|
4.66
|
(1)
|
The Credit Agreement requires ASI to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Covenant Adjusted EBITDA, of
5.125x
. Consolidated total indebtedness secured by a lien is defined in the Credit Agreement as total indebtedness consisting of debt for borrowed money, capital leases, debt in respect of sale-leaseback transactions, disqualified and preferred stock and advances under the Receivables Facility secured by a lien reduced by the amount of cash and cash equivalents on the consolidated balance sheet that is free and clear of any lien. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under our Credit Agreement, which, if ASI's lenders under the Credit Agreement (other than the lenders in respect of ASI's U.S. Term Loan B, which lenders do not benefit from the maximum Consolidated Secured Debt Ratio covenant) failed to waive any such default, would also constitute a default under the indentures governing our senior notes.
|
(2)
|
Our Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for us to incur additional indebtedness and to make certain restricted payments. If we do not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, we could be prohibited from being able to incur additional indebtedness, other than the incremental capacity provided for under the Credit Agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. The minimum Interest Coverage Ratio is
2.000x
for the term of the Credit Agreement. Consolidated interest expense is defined in the Credit Agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and dispositions, further adjusted for certain non-cash or nonrecurring interest expense and our estimated share of interest expense from one equity method investee.The indentures governing our senior notes include a similar requirement which is referred to as a Fixed Charge Coverage Ratio.
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations as of June 29, 2018
|
Total
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
||||||||||
Long-term borrowings
(1)
|
$
|
7,780,769
|
|
|
$
|
52,799
|
|
|
$
|
565,720
|
|
|
$
|
600,025
|
|
|
$
|
6,562,225
|
|
Capital lease obligations
|
137,068
|
|
|
29,171
|
|
|
46,990
|
|
|
24,773
|
|
|
36,134
|
|
|||||
Estimated interest payments
(2)
|
2,177,200
|
|
|
312,800
|
|
|
625,700
|
|
|
640,800
|
|
|
597,900
|
|
|||||
|
$
|
10,095,037
|
|
|
$
|
394,770
|
|
|
$
|
1,238,410
|
|
|
$
|
1,265,598
|
|
|
$
|
7,196,259
|
|
(1)
|
Excludes the
$60.5 million
reduction to long-term borrowings from debt issuance costs and the increase of
$13.0 million
from the premium on the 5.125% Senior Notes due 2024.
|
(2)
|
These amounts represent future interest payments related to our existing debt obligations based on fixed and variable interest rates specified in the associated debt agreements and considering any current hedging relationships. Payments related to variable debt are based on applicable rates at
June 29, 2018
plus the specified margin in the associated debt agreements for each period presented.
|
|
|
|
|
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
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
101
|
|
|
By:
|
/s/ Maureen Baureis
|
By:
|
/s/ Tony Yung
|
By:
|
/s/ Katsuyuki Kubo
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aramark for the quarter ended
June 29, 2018
;
|
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
June 29, 2018
;
|
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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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/s/ S
TEPHEN
P. B
RAMLAGE
, J
R
.
|
Stephen P. Bramlage, Jr.
|
Executive Vice President and
Chief Financial Officer
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(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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|
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/s/ E
RIC
J. F
OSS
|
|
Eric J. Foss
|
|
Chairman, President and Chief Executive Officer
|
|
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/s/ S
TEPHEN
P. B
RAMLAGE
, J
R
.
|
Stephen P. Bramlage, Jr.
|
Executive Vice President and Chief Financial Officer
|