UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

___________________________________________

For the quarterly period ended June 28, 2019 Commission File Number: 001-36223

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)
2400 Market Street		19103
Philadelphia,	Pennsylvania
(Address of principal executive offices)		(Zip Code)

(215) 238-3000

(Registrant's telephone number, including area code)

___________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock,	par value $0.01 per share	ARMK	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer x   Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐  No  x

As of July 26, 2019, the number of shares of the registrant's common stock outstanding is 246,908,555.

    

TABLE OF CONTENTS
			Page
PART I - Financial Information
	Item 1.	Financial Statements	1
		Condensed Consolidated Balance Sheets (Unaudited)	1
		Condensed Consolidated Statements of Income (Unaudited)	2
		Condensed Consolidated Statements of Comprehensive Income (Unaudited)	3
		Condensed Consolidated Statements of Cash Flows (Unaudited)	4
		Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	5
		Notes to Condensed Consolidated Financial Statements (Unaudited)	7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
	Item 3.	Quantitative and Qualitative Disclosure About Market Risk	43
	Item 4.	Controls and Procedures	44
PART II - Other Information
	Item 1.	Legal Proceedings	45
	Item 1A.	Risk Factors	45
	Item 6.	Exhibits	45

Special Note About Forward-Looking Statements

This report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views as to future events and financial performance with respect to, without limitation, conditions in our industry, our operations, our economic performance and financial condition, including, in particular, with respect to, without limitation, anticipated effects of our adoption of new accounting standards, the expected impact of strategic portfolio actions, the benefits and costs of our acquisitions of each of Avendra, LLC ("Avendra") and AmeriPride Services, Inc. ("AmeriPride"), as well as statements regarding these companies' services and products and statements relating to our business and growth strategy. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as "outlook," "aim," "anticipate," "are or remain or continue to be confident," "have confidence," "estimate," "expect," "will be," "will continue," "will likely result," "project," "intend," "plan," "believe," "see," "look to" and other words and terms of similar meaning or the negative versions of such words.

Forward-looking statements speak only as of the date made. All statements we make relating to our estimated and projected earnings, costs, expenditures, cash flows, growth rates, financial results and our estimated benefits and costs of our acquisitions are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results or the costs and benefits of the acquisitions include without limitation: unfavorable economic conditions; natural disasters, global calamities, sports strikes and other adverse incidents; the failure to retain current clients, renew existing client contracts and obtain new client contracts; a determination by clients to reduce their outsourcing or use of preferred vendors; competition in our industries; increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of our food and support services contracts; the inability to achieve cost savings through our cost reduction efforts; our expansion strategy; the failure to maintain food safety throughout our supply chain, food-borne illness concerns and claims of illness or injury; governmental regulations including those relating to food and beverages, the environment, wage and hour and government contracting; liability associated with noncompliance with applicable law or other governmental regulations; new interpretations of or changes in the enforcement of the government regulatory framework; currency risks and other risks associated with international operations, including Foreign Corrupt Practices Act, U.K. Bribery Act and other anti-corruption law compliance; continued or further unionization of our workforce; liability resulting from our participation in multiemployer defined benefit pension plans; risks associated with suppliers from whom our products are sourced; disruptions to our relationship with, or to the business of, our primary distributor; the inability to hire and retain sufficient qualified personnel or increases in labor costs; healthcare reform legislation; the contract intensive nature of our business, which may lead to client disputes; seasonality; disruptions in the availability of our computer systems or privacy breaches; failure to achieve and maintain effective internal controls; our leverage; the inability to generate sufficient cash to service all of our indebtedness; debt agreements that limit our flexibility in operating our business; our ability to successfully integrate the businesses of Avendra and AmeriPride and costs and timing related thereto, the risk of unanticipated restructuring costs or assumption of undisclosed liabilities, the risk that we are unable to achieve the anticipated benefits (including tax benefits) and synergies of the acquisition of AmeriPride and Avendra including whether the transactions will be accretive and within the expected timeframes, the availability of sufficient cash to repay certain indebtedness and our decision to utilize the cash for that purpose, the disruption of the transactions to each of Avendra and AmeriPride and their respective managements; the effect of the transactions on each of Avendra's and AmeriPride's ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties, our ability to attract new or maintain existing customer and supplier relationships at reasonable cost, our ability to retain key personnel and other factors set forth under the headings Item 1A "Risk Factors," Item 3 "Legal Proceedings" and Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other sections of our Annual Report on Form 10-K, filed with the SEC on November 21, 2018 as such factors may be updated from time to time in our other periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov and which may be obtained by contacting Aramark's investor relations department via its website www.aramark.com. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other filings with the SEC. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, us. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in our expectations, or otherwise, except as required by law.

PART I

Item 1.    Financial Statements

ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share amounts)

	June 28, 2019			September 28, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	220,055		$	215,025
Receivables (less allowances: 2019 - $48,666; 2018 - $52,682)	1,832,911			1,790,433
Inventories	393,115			724,802
Prepayments and other current assets	196,044			171,165
Total current assets	2,642,125			2,901,425
Property and Equipment, net	2,143,765			1,378,094
Goodwill	5,526,301			5,610,568
Other Intangible Assets	2,064,637			2,136,844
Other Assets	1,352,674			1,693,171
	$	13,729,502		$	13,720,102
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term borrowings	$	53,749		$	30,907
Accounts payable	819,922			1,018,920
Accrued expenses and other current liabilities	1,285,725			1,440,332
Total current liabilities	2,159,396			2,490,159
Long-Term Borrowings	7,198,918			7,213,077
Deferred Income Taxes and Other Noncurrent Liabilities	1,075,198			977,215
Redeemable Noncontrolling Interest	10,068			10,093
Stockholders' Equity:
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2019—281,900,468 shares and 2018—279,314,297 shares; and outstanding: 2019—246,891,550 shares and 2018—246,744,438 shares)	2,819			2,793
Capital surplus	3,208,399			3,132,421
Retained earnings	1,048,606			710,519
Accumulated other comprehensive loss	(170,838		)	(91,223		)
Treasury stock (shares held in treasury: 2019—35,008,918 shares and 2018—32,569,859 shares)	(803,064		)	(724,952		)
Total stockholders' equity	3,285,922			3,029,558
	$	13,729,502		$	13,720,102

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per share data)

	Three Months Ended
	June 28, 2019		June 29, 2018
Revenue	$	4,010,761	$	3,971,606
Costs and Expenses:
Cost of services provided	3,594,978		3,526,293
Depreciation and amortization	148,779		156,934
Selling and general corporate expenses	78,185		101,715
	3,821,942		3,784,942
Operating income	188,819		186,664
Interest and Other Financing Costs, net	82,220		89,776
Income Before Income Taxes	106,599		96,888
Provision for Income Taxes	23,535		24,172
Net income	83,064		72,716
Less: Net income attributable to noncontrolling interest	109		139
Net income attributable to Aramark stockholders	$	82,955	$	72,577
Earnings per share attributable to Aramark stockholders:
Basic	$	0.34	$	0.29
Diluted	$	0.33	$	0.29
Weighted Average Shares Outstanding:
Basic	246,928		246,028
Diluted	251,147		251,857

	Nine Months Ended
	June 28, 2019			June 29, 2018
Revenue	$	12,276,097		$	11,876,035
Costs and Expenses:
Cost of services provided	11,029,382			10,611,532
Depreciation and amortization	447,408			443,646
Selling and general corporate expenses	270,600			282,327
Gain on sale of Healthcare Technologies	(156,309		)	—
	11,591,081			11,337,505
Operating income	685,016			538,530
Interest and Other Financing Costs, net	249,375			256,562
Income Before Income Taxes	435,641			281,968
(Benefit) Provision for Income Taxes	72,589			(110,904		)
Net income	363,052			392,872
Less: Net income attributable to noncontrolling interest	60			442
Net income attributable to Aramark stockholders	$	362,992		$	392,430
Earnings per share attributable to Aramark stockholders:
Basic	$	1.47		$	1.60
Diluted	$	1.44		$	1.56
Weighted Average Shares Outstanding:
Basic	246,665			245,588
Diluted	251,271			252,231

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

	Three Months Ended
	June 28, 2019			June 29, 2018
Net income	$	83,064		$	72,716
Other comprehensive loss, net of tax
Pension plan adjustments	(179		)	—
Foreign currency translation adjustments	(2,002		)	(44,955		)
Fair value of cash flow hedges	(26,749		)	9,193
Share of equity investee's comprehensive income (loss)	(257		)	391
Other comprehensive loss, net of tax	(29,187		)	(35,371		)
Comprehensive income	53,877			37,345
Less: Net income attributable to noncontrolling interest	109			139
Comprehensive income attributable to Aramark stockholders	$	53,768		$	37,206

	Nine Months Ended
	June 28, 2019			June 29, 2018
Net income	$	363,052		$	392,872
Other comprehensive income (loss), net of tax
Pension plan adjustments	574			13,379
Foreign currency translation adjustments	(11,036		)	(26,146		)
Fair value of cash flow hedges	(68,666		)	38,606
Share of equity investee's comprehensive loss	(487		)	(145		)
Other comprehensive income (loss), net of tax	(79,615		)	25,694
Comprehensive income	283,437			418,566
Less: Net income attributable to noncontrolling interest	60			442
Comprehensive income attributable to Aramark stockholders	$	283,377		$	418,124

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended
	June 28, 2019			June 29, 2018
Cash flows from operating activities:
Net income	$	363,052		$	392,872
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	447,408			443,646
Deferred income taxes	21,861			(155,050		)
Share-based compensation expense	48,414			68,318
Net gain on sale of Healthcare Technologies	(139,165		)	—
Changes in operating assets and liabilities:
Accounts Receivable	(88,173		)	(101,538		)
Inventories	(37,133		)	(21,042		)
Prepayments and Other Current Assets	(33,586		)	16,092
Accounts Payable	(178,468		)	(149,627		)
Accrued Expenses	(164,584		)	(341,067		)
Payments made to clients on contracts (see Note 7)	(30,169		)	—
Other operating activities	(1,270		)	(7,092		)
Net cash provided by operating activities	208,187			145,512
Cash flows from investing activities:
Purchases of property and equipment and other	(340,449		)	(432,779		)
Disposals of property and equipment	11,020			7,686
Proceeds from divestiture	293,711			—
Acquisition of certain businesses, net of cash acquired	(35,515		)	(2,239,601		)
Other investing activities	21,841			(7,485		)
Net cash used in investing activities	(49,392		)	(2,672,179		)
Cash flows from financing activities:
Proceeds from long-term borrowings	107,796			3,146,069
Payments of long-term borrowings	(372,168		)	(701,062		)
Net change in funding under the Receivables Facility	255,000			145,800
Payments of dividends	(81,305		)	(77,317		)
Proceeds from issuance of common stock	21,339			15,961
Repurchase of stock	(50,000		)	(24,410		)
Other financing activities	(31,322		)	(47,113		)
Net cash provided by (used in) financing activities	(150,660		)	2,457,928
Effect of foreign exchange rates on cash and cash equivalents	(3,105		)	(4,090		)
Increase (decrease) in cash and cash equivalents	5,030			(72,829		)
Cash and cash equivalents, beginning of period	215,025			238,797
Cash and cash equivalents, end of period	$	220,055		$	165,968

	Nine Months Ended
(dollars in millions)	June 28, 2019		June 29, 2018
Interest paid	$	248.3	$	227.7
Income taxes paid	$	137.4	$	94.0

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the nine months ended June 28, 2019

(Unaudited)

(in thousands)

	Total Stockholders' Equity1			Common Stock		Capital Surplus		Retained Earnings1			Accumulated Other Comprehensive Loss			Treasury Stock
Balance, September 28, 2018	$	3,029,558		$	2,793	$	3,132,421	$	710,519		$	(91,223	)	$	(724,952	)
Adoption of new accounting standard	58,395							58,395
Net income attributable to Aramark stockholders	250,682							250,682
Other comprehensive loss	(41,773		)								(41,773		)
Capital contributions from issuance of common stock	3,510			14		3,496
Share-based compensation expense	18,562					18,562
Repurchases of Common Stock	(71,884		)											(71,884		)
Payments of dividends	(29,157		)					(29,157		)
Balance, December 28, 2018	$	3,217,893		$	2,807	$	3,154,479	$	990,439		$	(132,996	)	$	(796,836	)
Net income attributable to Aramark stockholders	29,353							29,353
Other comprehensive loss	(8,655		)								(8,655		)
Capital contributions from issuance of common stock	11,790			5		11,785
Share-based compensation expense	14,679					14,679
Repurchases of Common Stock	(4,324		)											(4,324		)
Payments of dividends	(27,058		)					(27,058		)
Balance, March 29, 2019	$	3,233,680		$	2,812	$	3,180,943	$	992,736		$	(141,651	)	$	(801,160	)
Net income attributable to Aramark stockholders	82,955							82,955
Other comprehensive loss	(29,187		)								(29,187		)
Capital contributions from issuance of common stock	12,290			7		12,283
Share-based compensation expense	15,173					15,173
Repurchases of Common Stock	(1,904		)											(1,904		)
Payments of dividends	(27,085		)					(27,085		)
Balance, June 28, 2019	$	3,285,922		$	2,819	$	3,208,399	$	1,048,606		$	(170,838	)	$	(803,064	)

¹May not foot due to rounding.

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the nine months ended June 29, 2018

(Unaudited)

(in thousands)

	Total Stockholders' Equity1			Common Stock		Capital Surplus		Retained Earnings			Accumulated Other Comprehensive Loss1			Treasury Stock
Balance, September 29, 2017	$	2,459,061		$	2,771	$	3,014,546	$	247,050		$	(123,760	)	$	(681,546	)
Net income attributable to Aramark stockholders	292,284							292,284
Other comprehensive income	11,604										11,604
Capital contributions from issuance of common stock	8,499			11		8,488
Share-based compensation expense	16,489					16,489
Repurchases of Common Stock	(38,463		)											(38,463		)
Payments of dividends	(27,080		)					(27,080		)
Balance, December 29, 2017	$	2,722,394		$	2,782	$	3,039,523	$	512,254		$	(112,156	)	$	(720,009	)
Net income attributable to Aramark stockholders	27,569							27,569
Other comprehensive income	49,460										49,460
Capital contributions from issuance of common stock	6,478			4		6,474
Share-based compensation expense	17,022					17,022
Repurchases of Common Stock	(1,533		)											(1,533		)
Payments of dividends	(25,768		)					(25,768		)
Balance, March 30, 2018	$	2,795,623		$	2,786	$	3,063,019	$	514,055		$	(62,695	)	$	(721,542	)
Net income attributable to Aramark stockholders	72,577							72,577
Other comprehensive loss	(35,371		)								(35,371		)
Capital contributions from issuance of common stock	7,088			4		7,084
Share-based compensation expense	34,807					34,807
Repurchases of Common Stock	(3,181		)											(3,181		)
Payments of dividends	(25,768		)					(25,768		)
Balance, June 29, 2018	$	2,845,775		$	2,790	$	3,104,910	$	560,864		$	(98,066	)	$	(724,723	)

¹May not foot due to rounding.

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Aramark (the "Company") is a leading global provider of food, facilities and uniform services to education, healthcare, business & industry and sports, leisure & corrections clients. The Company's core market is the United States, which is supplemented by an additional 18-country footprint. The Company operates its business in three reportable segments that share many of the same operating characteristics: Food and Support Services United States ("FSS United States"), Food and Support Services International ("FSS International") and Uniform and Career Apparel ("Uniform").

The condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited consolidated financial statements, and the notes to those statements, included in the Company's Form 10-K filed with the SEC on November 21, 2018. The Condensed Consolidated Balance Sheet as of September 28, 2018 was derived from audited financial statements which have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of the Company, the statements include all adjustments, which are of a normal, recurring nature, required for a fair presentation for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for a full year, due to the seasonality of some of the Company's business activities and the possibility of changes in general economic conditions.

The condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries in which a controlling financial interest is maintained. All significant intercompany transactions and accounts have been eliminated.

New Accounting Standards Updates

Adopted Standards

In October 2018, the Financial Accounting Standards Board ("FASB") issued an accounting standards update ("ASU") which permits the use of the Overnight Index Swap Rate based on the Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes. The guidance is effective for the Company in the first quarter of fiscal 2020. The Company early adopted the guidance in the first quarter of fiscal 2019, which did not have an impact on the condensed consolidated financial statements, as the Company's existing interest rate hedges use LIBOR as the benchmark interest rate. The use of the Secured Overnight Financing Rate Overnight Index Swap Rate as the benchmark interest rate may be contemplated in future hedging arrangements.

In February 2018, the FASB issued an ASU which provides clarification regarding guidance related to the financial instrument standard. The guidance was effective for the Company in the first quarter of fiscal 2019. The Company adopted the guidance in the first quarter of fiscal 2019, which did not have an impact on the condensed consolidated financial statements.

In May 2017, the FASB issued an ASU to clarify the determination of the customer of the operation services in a service concession arrangement. The guidance was effective for the Company in the first quarter of fiscal 2019. The Company adopted this standard in the first quarter of fiscal 2019, which did not have a material impact on the condensed consolidated financial statements.

In March 2017, the FASB issued an ASU to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. The guidance was effective for the Company in the first quarter of fiscal 2019. The Company adopted the guidance during the first quarter of fiscal 2019, which did not result in an impact to net income. However, certain balances, including $1.5 million and $5.2 million for the three and nine month period ended June 29, 2018, were reclassified from "Cost of services provided" to "Interest and Other Financing Costs, net" on the Condensed Consolidated Statements of Income. The Company applied the practical expedient allowing for the use of amounts disclosed in the pension footnote for prior comparative periods as an estimation basis for applying the retrospective presentation requirements.

In February 2017, the FASB issued an ASU to clarify the accounting guidance for partial sales of nonfinancial assets. The guidance was effective for the Company in the first quarter of fiscal 2019. The Company adopted the guidance in the first quarter of fiscal 2019, which did not have an impact on the condensed consolidated financial statements.

In January 2017, the FASB issued an ASU to clarify the definition of a business. The guidance was effective for the Company in the first quarter of fiscal 2019. The Company adopted the guidance in the first quarter of fiscal 2019, using the prospective method, which did not have a material impact on the condensed consolidated financial statements.

In January 2016, the FASB issued an ASU to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Under this guidance, equity investments, other than those accounted for under the equity method of accounting or those that result in consolidation of the investee, are to be measured at fair value with the changes in fair value recognized in net income. The guidance was effective for the Company in the first quarter of fiscal 2019. The Company

7

ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

adopted the guidance in the first quarter of fiscal 2019. Due to the lack of readily available fair values for the Company's equity investments, other than those accounted for under the equity method of accounting, the Company elected to apply the practical expedient to measure these investments at cost minus impairment plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The guidance did not have an impact to the Company's condensed consolidated financial statements.

In May 2014, the FASB issued an ASU on revenue from contracts with customers which supersedes most current revenue recognition guidance. The standard outlines a single comprehensive model which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Additionally, the standard requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this guidance on September 29, 2018.

In connection with the new revenue recognition guidance, the Company completed a comprehensive contract review project and an evaluation of the standard's impact on the timing and presentation of various financial aspects of its contractual arrangements. The Company identified and implemented appropriate changes to business processes, controls and systems to support recognition and disclosure under the new standard. The adoption of the guidance did not have a material impact on the timing of revenue recognition or net income, but it did have an impact on the financial statement line item classification of certain items (see Note 7).

The Company adopted the new revenue recognition guidance using the modified retrospective transition method. This method allows the new standard to be applied retrospectively through a cumulative catch up adjustment recognized upon adoption. As such, comparative information in the Company’s financial statements has not been restated and continues to be reported under the accounting standards in effect for those periods. The cumulative transition adjustment, net of tax, was an increase to retained earnings upon adoption (approximately $58.4 million) mainly to capitalize costs to obtain contracts related to employee commissions previously expensed. See Note 1 to the Company’s consolidated financial statements in its fiscal 2018 Form 10-K for further information on its significant accounting policies related to revenue recognition and see Note 7 for further information on the impact of adopting the new revenue recognition standard.

Standards Not Yet Adopted (from most to least recent date of issuance)

In May 2019, the FASB issued an ASU which provides the option to irrevocably elect to apply the fair value measurement option on an instrument-by-instrument basis for certain financial instruments within the scope of the credit losses on financial instruments standard. The guidance is effective for the Company in the first quarter of fiscal 2021 when the credit losses on financial instruments standard will be adopted and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.

In April 2019, the FASB issued an ASU which provides clarification, error corrections and improvements to existing guidance related to the credit losses on financial instruments ASU issued in June 2016, the derivatives and hedging ASU issued in August 2017 and the financial instruments ASU issued in January 2016. The guidance related to the credit losses on financial instruments ASU is effective for the Company in the first quarter of 2021 when the related ASU is adopted, while the guidance related to the derivatives and hedging and the financial instruments ASUs are effective for the Company in the first quarter of fiscal 2020 and the first quarter of 2021, respectively. Early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.

In March 2019, the FASB issued an ASU which provides clarification regarding three issues related to the lease recognition standard. The guidance is effective for the Company in the first quarter of fiscal 2020 when the lease recognition standard will be adopted and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.

In August 2018, the FASB issued an ASU which adds, modifies and removes several disclosure requirements related to defined benefit pension plans. The guidance is effective for the Company in the first quarter of fiscal 2022 and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.

In August 2018, the FASB issued an ASU which adds, modifies and removes several disclosure requirements related to fair value measurements. The guidance is effective for the Company in the first quarter of fiscal 2021 and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.

In July 2018, the FASB issued two ASUs regarding the lease recognition standard. The guidance provides clarification on issues identified regarding the adoption of the standard, provides an additional transition method to adopt the standard and provides an additional practical expedient to lessors. The guidance is effective for the Company in the first quarter of fiscal 2020 and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.

In July 2018, the FASB issued an ASU which clarifies, corrects errors in or makes minor improvements to the Accounting Standards Codification. The guidance is effective for the Company either upon issuance or in the first quarter of fiscal 2020, depending on the amendment. There was no impact on the condensed consolidated financial statements related to the

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

amendments that were effective upon issuance of the guidance and the Company is currently evaluating the impact of the remaining amendments of the pronouncement.

In February 2018, the FASB issued an ASU which allows for the reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. The guidance is effective for the Company in the first quarter of fiscal 2020 and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.

In September 2017, the FASB issued an ASU to provide additional implementation guidance with respect to the revenue recognition standard (see above) and the leases recognition standard (see below). The guidance is effective for the Company in the first quarter of fiscal 2019 with respect to the revenue recognition standard and in the first quarter of fiscal 2020 with respect to the lease recognition standard. Early adoption is permitted. The Company adopted the revenue related portions of this standard in conjunction with the revenue recognition standard during the first quarter of fiscal 2019, as described above. The lease related portions of this standard will be adopted in the first quarter of fiscal 2020 in conjunction with the lease recognition standard.

In June 2016, the FASB issued an ASU to require entities to account for expected credit losses on financial instruments including trade receivables. The guidance is effective for the Company in the first quarter of fiscal 2021 and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.

In February 2016, the FASB issued an ASU requiring lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and to disclose key information about lease arrangements. Recognition of expense on the Condensed Consolidated Statements of Income will continue in a manner similar to current guidance. The Company will adopt this guidance using the modified retrospective approach with an adjustment to recognize lease liabilities offset by a right-of-use asset. This adjustment will be recorded at the beginning of the period of adoption in the first quarter of fiscal 2020; therefore, the Company will recognize and measure leases without revising comparative period information or disclosure.

For existing leases as of the effective date, the Company will elect the package of practical expedients available at transition to not reassess historical lease determinations, lease classifications and initial direct costs. Additionally, the Company will not elect the use of hindsight for determining the reasonably certain lease term. The Company will elect the short-term lease recognition exemption whereby lease-related assets and liabilities will not be recognized for arrangements with terms less than one year.

The Company continues to review its lease arrangements in order to determine the impact the adoption of this ASU will have on its consolidated financial statements and related disclosures. The Company has also implemented a new lease system in connection with the adoption of this standard. The majority of the Company's lease spend relates to certain real estate, with the remaining lease spend primarily related to vehicles and equipment. Based on its assessment, the Company expects adoption of this standard will result in a material increase in lease-related assets and liabilities in its Condensed Consolidated Balance Sheets, but does not expect it to have a significant impact in its Condensed Consolidated Statements of Income or Cash Flows. The Company continues to assess the disclosure requirements and implement appropriate changes to business processes, controls and systems.

Comprehensive Income

Comprehensive income includes all changes to stockholders' equity during a period, except those resulting from investments by and distributions to stockholders. Components of comprehensive income include net income (loss), changes in foreign currency translation adjustments (net of tax), pension plan adjustments (net of tax), changes in the fair value of cash flow hedges (net of tax) and changes to the share of any equity investees' comprehensive income or loss (net of tax).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The summary of the components of comprehensive income is as follows (in thousands):

	Three Months Ended
	June 28, 2019						June 29, 2018
	Pre-Tax Amount		Tax Effect	After-Tax Amount			Pre-Tax Amount		Tax Effect		After-Tax Amount
Net income				$	83,064						$	72,716
Pension plan adjustments	(179	)	—	(179		)	—		—		—
Foreign currency translation adjustments	(2,002	)	—	(2,002		)	(45,185	)	230		(44,955		)
Fair value of cash flow hedges	(36,089	)	9,340	(26,749		)	12,966		(3,773	)	9,193
Share of equity investee's comprehensive income (loss)	(257	)	—	(257		)	391		—		391
Other comprehensive income (loss)	(38,527	)	9,340	(29,187		)	(31,828	)	(3,543	)	(35,371		)
Comprehensive income				53,877							37,345
Less: Net income attributable to noncontrolling interest				109							139
Comprehensive income attributable to Aramark stockholders				$	53,768						$	37,206

	Nine Months Ended
	June 28, 2019						June 29, 2018
	Pre-Tax Amount		Tax Effect	After-Tax Amount			Pre-Tax Amount		Tax Effect		After-Tax Amount
Net income				$	363,052						$	392,872
Pension plan adjustments	574		—	574			32,730		(19,351	)	13,379
Foreign currency translation adjustments	(11,036	)	—	(11,036		)	(25,447	)	(699	)	(26,146		)
Fair value of cash flow hedges	(92,642	)	23,976	(68,666		)	54,451		(15,845	)	38,606
Share of equity investee's comprehensive loss	(487	)	—	(487		)	(145	)	—		(145		)
Other comprehensive income (loss)	(103,591	)	23,976	(79,615		)	61,589		(35,895	)	25,694
Comprehensive income				283,437							418,566
Less: Net income attributable to noncontrolling interest				60							442
Comprehensive income attributable to Aramark stockholders				$	283,377						$	418,124

Accumulated other comprehensive loss consists of the following (in thousands):

	June 28, 2019			September 28, 2018
Pension plan adjustments	$	(24,054	)	$	(24,628	)
Foreign currency translation adjustments	(104,847		)	(93,811		)
Cash flow hedges	(32,474		)	36,192
Share of equity investee's accumulated other comprehensive loss	(9,463		)	(8,976		)
	$	(170,838	)	$	(91,223	)

Currency Translation

During fiscal 2018, Argentina was determined to have a highly inflationary economy. As a result, the Company remeasured the financial statements of Argentina's operations in accordance with the accounting guidance for highly inflationary economies. During both the three and nine month periods of fiscal 2019, the impact of the foreign currency transactions were immaterial to the condensed consolidated financial statements. 

Other Assets

Other assets consist primarily of costs to obtain or fulfill contracts, long-term prepaid rent, investments in 50% or less owned entities, computer software costs, long-term receivables and personalized work apparel, linens and other rental items in service.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2. DIVESTITURES:

On November 9, 2018, the Company completed the sale of its wholly-owned Healthcare Technologies ("HCT") business for $293.7 million in cash. The transaction resulted in a pretax gain of $156.3 million (tax effected gain of $139.2 million) in the Condensed Consolidated Statements of Income for the nine months ended June 28, 2019. The Company evaluated the sale under the rules for discontinued operations and concluded it did not meet all of the criteria required.

NOTE 3. SEVERANCE:

During fiscal 2018, the Company commenced a new phase of strategic reinvestment and reorganization actions to streamline and improve efficiencies and effectiveness of its selling, general and administrative functions which resulted in a net severance charge of approximately $19.8 million and $39.5 million for the nine months ended June 28, 2019 and June 29, 2018, respectively. As of June 28, 2019 and September 28, 2018, the Company had an accrual of approximately $17.3 million and $16.6 million, respectively, related to unpaid severance obligations. These obligations are expected to be paid through fiscal 2020.

NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS:

Goodwill represents the excess of the fair value of consideration paid for an acquired entity over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized and is subject to an impairment test that the Company conducts annually or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists, using discounted cash flows.

Changes in total goodwill during the nine months ended June 28, 2019 is as follows (in thousands):

Segment	September 28, 2018		Acquisitions and Divestitures			Translation			June 28, 2019
FSS United States1	$	4,028,454	$	(86,280	)	$	—		$	3,942,174
FSS International	626,379		8,082			(9,830		)	624,631
Uniform	955,735		3,895			(134		)	959,496
	$	5,610,568	$	(74,303	)	$	(9,964	)	$	5,526,301

(1) Includes the removal of approximately $87.0 million of goodwill related to the divestiture of HCT during the first quarter of fiscal 2019 (see Note 2).

Other intangible assets consist of the following (in thousands):

	June 28, 2019							September 28, 2018
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Customer relationship assets	$	2,231,136	$	(1,211,039	)	$	1,020,097	$	2,244,215	$	(1,156,811	)	$	1,087,404
Trade names	1,047,425		(2,885		)	1,044,540		1,050,825		(1,385		)	1,049,440
	$	3,278,561	$	(1,213,924	)	$	2,064,637	$	3,295,040	$	(1,158,196	)	$	2,136,844

Amortization of intangible assets for the nine months ended June 28, 2019 and June 29, 2018 was approximately $87.7 million and $82.3 million, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5. BORROWINGS:

Long-term borrowings, net, are summarized in the following table (in thousands):

	June 28, 2019			September 28, 2018
Senior secured revolving credit facility, due October 2023	$	57,689		$	77,000
Senior secured term loan facility, due October 2023	516,473			538,674
Senior secured term loan facility, due March 2024	1,126,820			1,325,923
Senior secured term loan facility, due March 2025	1,657,745			1,656,919
5.125% senior notes, due January 2024	902,490			902,908
5.000% senior notes, due April 2025	591,780			590,884
3.125% senior notes, due April 2025(1)	366,180			373,240
4.750% senior notes, due June 2026	494,566			494,082
5.000% senior notes, due February 2028	1,137,331			1,136,472
Receivables Facility, due May 2021	255,000			—
Capital leases	141,297			143,388
Other	5,296			4,494
	7,252,667			7,243,984
Less—current portion	(53,749		)	(30,907		)
	$	7,198,918		$	7,213,077

(1) This is a Euro denominated borrowing.

As of June 28, 2019, there was approximately $942.9 million of outstanding foreign currency borrowings.

Fiscal 2019 Refinancing Transactions

During the first quarter of fiscal 2019, the Company extended the maturity dates of the Revolving Credit Facility, Yen Term Loan due 2022, Canadian Term Loan due 2022, Canadian Term Loan due 2023 and Euro Term Loan due 2022 to October 1, 2023.

Also during the first quarter of fiscal 2019, the Company made an optional prepayment of approximately $200.0 million on the U.S. dollar denominated term loan due 2024.

NOTE 6. DERIVATIVE INSTRUMENTS:

The Company enters into contractual derivative arrangements to manage changes in market conditions related to interest on debt obligations, foreign currency exposures and exposure to fluctuating gasoline and diesel fuel prices. Derivative instruments utilized during the period include interest rate swap agreements, foreign currency forward exchange contracts and gasoline and diesel fuel agreements. All derivative instruments are recognized as either assets or liabilities on the balance sheet at fair value at the end of each quarter. The counterparties to the Company's contractual derivative agreements are all major international financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company continually monitors its positions and the credit ratings of its counterparties, and does not anticipate nonperformance by the counterparties. For designated hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, and how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items.

Cash Flow Hedges

The Company has approximately $2.5 billion notional amount of outstanding interest rate swap agreements as of June 28, 2019, which fixes the rate on a like amount of variable rate borrowings through the first quarter of fiscal 2023. During the nine months ended June 28, 2019, the Company entered into approximately $500.0 million notional amount of forward starting interest rate swap agreements to hedge the cash flow risk of variability in interest payments on variable rate borrowings. In addition, interest rate swaps with a notional amount of $575.0 million matured during the nine months ended June 28, 2019.

Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

interest expense as interest payments are made on the Company’s variable-rate debt. As of June 28, 2019 and September 28, 2018, approximately ($32.5) million and $36.2 million of unrealized net of tax gains (losses) related to the interest rate swaps were included in "Accumulated other comprehensive loss," respectively.

The following table summarizes the effect of our derivatives designated as cash flow hedging instruments on Other comprehensive income (loss) (in thousands):

	Three Months Ended
	June 28, 2019			June 29, 2018
Interest rate swap agreements	$	(33,975	)	$	12,257

	Nine Months Ended
	June 28, 2019			June 29, 2018
Interest rate swap agreements	$	(86,500	)	$	48,825

Derivatives not Designated in Hedging Relationships

The Company entered into a series of pay fixed/receive floating gasoline and diesel fuel agreements based on the Department of Energy weekly retail on-highway index in order to limit its exposure to price fluctuations for gasoline and diesel fuel. As of June 28, 2019, the Company has contracts for approximately 16.3 million gallons outstanding through the third quarter of fiscal 2020. The Company does not record its gasoline and diesel fuel agreements as hedges for accounting purposes. The impact on earnings related to the change in fair value of these unsettled contracts was a gain of approximately $1.1 million and a loss of approximately $3.2 million for the three and nine months ended June 28, 2019, respectively. The impact on earnings related to the change in fair value of these unsettled contracts was a gain of approximately $0.1 million and a gain of approximately $0.3 million for the three and nine months ended June 29, 2018, respectively. The change in fair value for unsettled contracts is included in "Selling and general corporate expenses" in the Condensed Consolidated Statements of Income. When the contracts settle, the gain or loss is recorded to"Costs of services provided" in the Condensed Consolidated Statements of Income.

As of June 28, 2019, the Company had foreign currency forward exchange contracts outstanding with notional amounts of €41.0 million and £9.0 million to mitigate the risk of changes in foreign currency exchange rates on short-term intercompany loans to certain international subsidiaries. Gains and losses on these foreign currency exchange contracts are recognized in earnings as the contracts were not designated as hedging instruments, substantially offsetting currency transaction gains and losses on the short-term intercompany loans.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the location and fair value, using Level 2 inputs (see Note 14 for a description of the fair value levels), of the Company's derivatives designated and not designated as hedging instruments in the Condensed Consolidated Balance Sheets (in thousands):

	Balance Sheet Location	June 28, 2019		September 28, 2018
ASSETS
Designated as hedging instruments:
Interest rate swap agreements	Prepayments and other current assets	$	—	$	1,459
Interest rate swap agreements	Noncurrent Assets	—		54,708