SEC Document

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 April 1, 2016 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)
Aramark Tower
1101 Market Street
Philadelphia, Pennsylvania
19107
(Address of principal executive offices)
(Zip Code)
(215) 238-3000
(Registrant’s telephone number, including area code)

___________________________________________

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x  
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o

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 April 29, 2016, the number of shares of the registrant's common stock outstanding is 242,825,326.


    
TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Table of Contents

Special Note About Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views as to future events and financial performance with respect to, without limitation, conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “outlook,” “aim,” “anticipate,” “are confident,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,” “project,” “intend,” “plan,” “believe,” “see,” “look to” and other words and terms of similar meaning or the negative versions of such words.
Forward-looking statements speak only as of the date made. All statements we make relating to our estimated and projected earnings, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include without limitation: unfavorable economic conditions; natural disasters, global calamities, sports strikes and other adverse incidents; the failure to retain current clients, renew existing client contracts and obtain new client contracts; a determination by clients to reduce their outsourcing or use of preferred vendors; competition in our industries; increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of our food and support services contracts; the inability to achieve cost savings through our cost reduction efforts; our expansion strategy; the failure to maintain food safety throughout our supply chain, food-borne illness concerns and claims of illness or injury; governmental regulations including those relating to food and beverages, the environment, wage and hour and government contracting; liability associated with noncompliance with applicable law or other governmental regulations; new interpretations of or changes in the enforcement of the government regulatory framework; currency risks and other risks associated with international operations, including Foreign Corrupt Practices Act, U.K. Bribery Act and other anti-corruption law compliance; continued or further unionization of our workforce; liability resulting from our participation in multiemployer defined benefit pension plans; risks associated with suppliers from whom our products are sourced; disruptions to our relationship with, or to the business of, our primary distributor; the inability to hire and retain sufficient qualified personnel or increases in labor costs; healthcare reform legislation; the contract intensive nature of our business, which may lead to client disputes; seasonality; disruptions in the availability of our computer systems or privacy breaches; failure to achieve and maintain effective internal controls; our leverage; the inability to generate sufficient cash to service all of our indebtedness; debt agreements that limit our flexibility in operating our business; and other factors set forth 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 December 1, 2015, 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)
 
April 1, 2016
 
October 2, 2015
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
147,724

 
$
122,416

Receivables (less allowances: 2016 - $45,494; 2015 - $39,023)
1,473,654

 
1,444,574

Inventories
575,548

 
575,263

Prepayments and other current assets
224,345

 
236,870

Total current assets
2,421,271

 
2,379,123

Property and Equipment, net
989,756

 
959,345

Goodwill
4,591,958

 
4,558,968

Other Intangible Assets
1,072,182

 
1,111,980

Other Assets
1,253,253

 
1,186,941

 
$
10,328,420

 
$
10,196,357

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current Liabilities:
 
 
 
Current maturities of long-term borrowings
$
42,241

 
$
81,427

Accounts payable
749,665

 
850,040

Accrued expenses and other current liabilities
1,107,506

 
1,249,521

Total current liabilities
1,899,412

 
2,180,988

Long-Term Borrowings
5,366,112

 
5,184,597

Deferred Income Taxes and Other Noncurrent Liabilities
1,003,573

 
937,311

Redeemable Noncontrolling Interest
9,980

 
10,102

Stockholders' Equity:
 
 
 
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2016—269,871,214 shares and 2015—266,564,567 shares; and outstanding: 2016—242,354,452 shares and 2015—239,917,320 shares)
2,699

 
2,666

Capital surplus
2,852,594

 
2,784,730

Accumulated deficit
(115,608
)
 
(228,641
)
Accumulated other comprehensive loss
(153,098
)
 
(166,568
)
Treasury stock (shares held in treasury: 2016—27,516,762 shares and 2015—26,647,247 shares)
(537,244
)
 
(508,828
)
Total stockholders' equity
2,049,343

 
1,883,359

 
$
10,328,420

 
$
10,196,357


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

1
Table of Contents

ARAMARK AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share data)
 
Three Months Ended
 
April 1, 2016
 
April 3, 2015
Sales
$
3,574,822

 
$
3,594,627

Costs and Expenses:
 
 
 
Cost of services provided
3,209,710

 
3,239,214

Depreciation and amortization
120,291

 
125,142

Selling and general corporate expenses
72,707

 
75,418

 
3,402,708

 
3,439,774

Operating income
172,114

 
154,853

Interest and Other Financing Costs, net
71,751

 
71,206

Income Before Income Taxes
100,363

 
83,647

Provision for Income Taxes
33,866

 
23,542

Net income
66,497

 
60,105

Less: Net income attributable to noncontrolling interest
143

 
282

Net income attributable to Aramark stockholders
$
66,354

 
$
59,823

 
 
 
 
Earnings per share attributable to Aramark stockholders:
 
 
 
Basic

$0.27

 

$0.25

Diluted

$0.27

 

$0.24

Weighted Average Shares Outstanding:
 
 
 
Basic
241,901

 
237,453

Diluted
248,270

 
246,019

 
Six Months Ended
 
April 1, 2016
 
April 3, 2015
Sales
$
7,285,097

 
$
7,296,980

Costs and Expenses:
 
 
 
Cost of services provided
6,504,233

 
6,526,495

Depreciation and amortization
247,809

 
250,425

Selling and general corporate expenses
146,848

 
163,304

 
6,898,890

 
6,940,224

Operating income
386,207

 
356,756

Interest and Other Financing Costs, net
143,071

 
143,129

Income Before Income Taxes
243,136

 
213,627

Provision for Income Taxes
83,203

 
67,902

Net income
159,933

 
145,725

Less: Net income attributable to noncontrolling interest
236

 
405

Net income attributable to Aramark stockholders
$
159,697

 
$
145,320

 
 
 
 
Earnings per share attributable to Aramark stockholders:
 
 
 
Basic

$0.66

 

$0.62

Diluted

$0.64

 

$0.59

Weighted Average Shares Outstanding:
 
 
 
Basic
241,205

 
236,040

Diluted
248,013

 
245,381


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

2
Table of Contents

ARAMARK AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands)
 
Three Months Ended
 
April 1, 2016
 
April 3, 2015
Net income
$
66,497

 
$
60,105

Other comprehensive income (loss), net of tax:
 
 
 
Foreign currency translation adjustments
16,332

 
(13,621
)
Fair value of cash flow hedges
(7,864
)
 
(9,778
)
Other comprehensive income (loss), net of tax
8,468

 
(23,399
)
Comprehensive income
74,965

 
36,706

Less: Net income attributable to noncontrolling interest
143

 
282

Comprehensive income attributable to Aramark stockholders
$
74,822

 
$
36,424


 
Six Months Ended
 
April 1, 2016
 
April 3, 2015
Net income
$
159,933

 
$
145,725

Other comprehensive income (loss), net of tax:
 
 
 
Foreign currency translation adjustments
5,760

 
(37,832
)
Fair value of cash flow hedges
7,710

 
(18,556
)
Other comprehensive income (loss), net of tax
13,470

 
(56,388
)
Comprehensive income
173,403

 
89,337

Less: Net income attributable to noncontrolling interest
236

 
405

Comprehensive income attributable to Aramark stockholders
$
173,167

 
$
88,932


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


3
Table of Contents

ARAMARK AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
 
Six Months Ended
 
April 1, 2016
 
April 3, 2015
Cash flows from operating activities:
 
 
 
Net income
$
159,933

 
$
145,725

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
247,809

 
250,425

Deferred income taxes
29,832

 
(1,329
)
Share-based compensation expense
29,373

 
31,501

Changes in operating assets and liabilities
(260,231
)
 
(359,363
)
Other operating activities
3,083

 
11,758

Net cash provided by operating activities
209,799

 
78,717

Cash flows from investing activities:
 
 
 
Purchases of property and equipment, client contract investments and other
(237,833
)
 
(225,297
)
Disposals of property and equipment
4,000

 
4,559

Acquisition of certain businesses, net of cash acquired
(58,096
)
 
(1,474
)
Other investing activities
2,595

 
2,241

Net cash used in investing activities
(289,334
)
 
(219,971
)
Cash flows from financing activities:
 
 
 
Proceeds from long-term borrowings
394,528

 
172,351

Payments of long-term borrowings
(271,375
)
 
(24,721
)
Payments of dividends
(45,795
)
 
(40,685
)
Proceeds from issuance of common stock
16,524

 
16,652

Other financing activities
10,961

 
40,721

Net cash provided by financing activities
104,843

 
164,318

Increase in cash and cash equivalents
25,308

 
23,064

Cash and cash equivalents, beginning of period
122,416

 
111,690

Cash and cash equivalents, end of period
$
147,724

 
$
134,754


 
 
Six Months Ended
(dollars in millions)
 
April 1, 2016
 
April 3, 2015
Interest paid
 
$
127.5

 
$
134.1

Income taxes paid
 
16.1

 
37.7


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

4
Table of Contents

ARAMARK AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)

 
Total
Stockholders'
Equity
 
Common
Stock
 
Capital
Surplus
 
Accumulated Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Treasury Stock
Balance, October 2, 2015
$
1,883,359

 
$
2,666

 
$
2,784,730

 
$
(228,641
)
 
$
(166,568
)
 
$
(508,828
)
Net income attributable to Aramark stockholders
159,697

 
 
 
 
 
159,697

 
 
 
 
Other comprehensive income (loss)
13,470

 
 
 
 
 
 
 
13,470

 
 
Capital contributions from issuance of common stock
24,754

 
33

 
24,721

 
 
 
 
 
 
Compensation expense related to stock incentive plans
29,373

 
 
 
29,373

 
 
 
 
 
 
Tax benefits related to stock incentive plans
13,770

 
 
 
13,770

 
 
 
 
 
 
Repurchases of common stock
(28,416
)
 
 
 
 
 
 
 
 
 
(28,416
)
Payments of dividends
(46,664
)
 
 
 
 
 
(46,664
)
 
 
 
 
Balance, April 1, 2016
$
2,049,343

 
$
2,699

 
$
2,852,594

 
$
(115,608
)
 
$
(153,098
)
 
$
(537,244
)

 
Total
Stockholders'
Equity
 
Common
Stock
 
Capital
Surplus
 
Accumulated Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Treasury Stock
Balance, October 3, 2014
$
1,718,036

 
$
2,561

 
$
2,575,011

 
$
(382,463
)
 
$
(106,298
)
 
$
(370,775
)
Net income attributable to Aramark stockholders
145,320

 
 
 
 
 
145,320

 
 
 
 
Other comprehensive income (loss)
(56,388
)
 
 
 
 
 
 
 
(56,388
)
 
 
Capital contributions from issuance of common stock
48,895

 
67

 
48,828

 
 
 
 
 
 
Compensation expense related to stock incentive plans
31,501

 
 
 
31,501

 
 
 
 
 
 
Tax benefits related to stock incentive plans
44,194

 
 
 
44,194

 
 
 
 
 
 
Repurchases of common stock
(77,903
)
 
 
 
 
 
 
 
 
 
(77,903
)
Payment of dividends
(40,911
)
 
 
 
 
 
(40,911
)
 
 
 
 
Balance, April 3, 2015
$
1,812,744

 
$
2,628

 
$
2,699,534

 
$
(278,054
)
 
$
(162,686
)
 
$
(448,678
)

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


5
Table of Contents
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 North America (composed of the United States and Canada), which is supplemented by an additional 19-country footprint serving many of the fastest growing global geographies. The Company operates its business in three reportable segments that share many of the same operating characteristics: Food and Support Services North America ("FSS North America"), Food and Support Services International ("FSS International") and Uniform and Career Apparel ("Uniform").
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 December 1, 2015. The Condensed Consolidated Balance Sheet as of October 2, 2015 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 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. The Company has an ownership interest in a subsidiary with a redeemable noncontrolling interest.
New Accounting Standard Updates
In March 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standard update ("ASU") to update several aspects of the accounting for share-based payment transactions, including the income tax consequences and classification of awards. The guidance is effective for the Company in the first quarter of fiscal 2018 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. 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 January 2016, the FASB issued an ASU to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The guidance is effective for the Company in the first quarter of fiscal 2019 and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.
In November 2015, the FASB issued an ASU to simplify the presentation of deferred income taxes to require all deferred tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The company adopted the guidance in the second quarter of fiscal 2016 on a prospective basis, resulting in a reclassification of approximately $18.1 million from "Accrued expenses and other current liabilities" to "Deferred Income Taxes and Other Noncurrent Liabilities" in the Condensed Consolidated Balance Sheet.
In July 2015, the FASB issued an ASU which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. The guidance is effective for the Company in the first quarter of fiscal 2018 and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.
In April 2015, the FASB issued an ASU on debt issuance costs which requires presentation on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts, and will no longer be recorded as a separate asset. The Company adopted the retrospective guidance in the first quarter of fiscal 2016 (see Note 5).
In June 2014, the FASB issued an ASU on stock compensation which requires that a performance target affecting vesting and that could be achieved after the requisite service period be treated as a performance condition. The guidance is effective for the Company beginning in the first quarter of fiscal 2017. The Company is currently evaluating the impact of the pronouncement relative to its stock incentive awards.
In May 2014, the FASB issued an ASU on revenue from contracts with customers which outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. In July 2015, the FASB voted to defer the effective date of the new revenue standard by one year, but to permit

6
Table of Contents
ARAMARK AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

entities to adopt one year earlier if they choose (i.e., the original effective date). The guidance is effective for the Company beginning in the first quarter of fiscal 2019. The Company is currently evaluating the impact of the pronouncement.
In January 2014, the FASB issued an ASU which states that companies should not account for certain service concession arrangements with public-sector entities as leases and should not recognize the related infrastructure as property, plant and equipment. The Company adopted the guidance in the first quarter of fiscal 2016 which did not have a material impact on the condensed consolidated financial statements.
Comprehensive Income
Comprehensive income includes all changes to stockholders' equity during a period, except those resulting from investments by and distributions to stockholders. Components of comprehensive income include net income (loss), changes in foreign currency translation adjustments (net of tax), pension plan adjustments (net of tax), changes in the fair value of cash flow hedges (net of tax) and changes to the share of any equity investees' comprehensive income (net of tax).
The summary of the components of comprehensive income (loss) is as follows (in thousands):
 
Three Months Ended
 
April 1, 2016
 
April 3, 2015
 
Pre-Tax Amount
Tax Effect
After-Tax Amount
 
Pre-Tax Amount
Tax Effect
After-Tax Amount
Net income
 
 
$
66,497

 
 
 
$
60,105

Foreign currency translation adjustments
23,611

(7,279
)
16,332

 
(10,437
)
(3,184
)
(13,621
)
Fair value of cash flow hedges
(12,998
)
5,134

(7,864
)
 
(16,304
)
6,526

(9,778
)
Other comprehensive income (loss)
10,613

(2,145
)
8,468

 
(26,741
)
3,342

(23,399
)
Comprehensive income
 
 
74,965

 
 
 
36,706

Less: Net income attributable to noncontrolling interest
 
 
143

 
 
 
282

Comprehensive income attributable to Aramark stockholders
 
 
$
74,822

 
 
 
$
36,424

 
Six Months Ended
 
April 1, 2016
 
April 3, 2015
 
Pre-Tax Amount
Tax Effect
After-Tax Amount
 
Pre-Tax Amount
Tax Effect
After-Tax Amount
Net income
 
 
$
159,933

 
 
 
$
145,725

Foreign currency translation adjustments
13,048

(7,288
)
5,760

 
(39,477
)
1,645

(37,832
)
Fair value of cash flow hedges
3,081

4,629

7,710

 
(30,783
)
12,227

(18,556
)
Other comprehensive income (loss)
16,129

(2,659
)
13,470

 
(70,260
)
13,872

(56,388
)
Comprehensive income
 
 
173,403

 
 
 
89,337

Less: Net income attributable to noncontrolling interest
 
 
236

 
 
 
405

Comprehensive income attributable to Aramark stockholders
 
 
$
173,167

 
 
 
$
88,932

Accumulated other comprehensive loss consists of the following (in thousands):
 
April 1, 2016
 
October 2, 2015
Pension plan adjustments
$
(40,597
)
 
$
(40,597
)
Foreign currency translation adjustments
(65,781
)
 
(71,541
)
Cash flow hedges
(41,421
)
 
(49,131
)
Share of equity investee's accumulated other comprehensive loss
(5,299
)
 
(5,299
)
 
$
(153,098
)
 
$
(166,568
)

7
Table of Contents
ARAMARK AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Property, Plant and Equipment
During the six months ended April 1, 2016, the Company recorded an additional impairment charge of approximately $1.7 million, which is included in "Cost of services provided" in the Condensed Consolidated Statement of Income, to write down the book value of one of its buildings within the FSS North America segment to its fair value. The Company is in the process of preparing this building for sale.
Other Assets
Other assets consist primarily of investments in 50% or less owned entities, client contract investments, computer software costs and long-term receivables. Client contract investments generally represent a cash payment provided by the Company to help finance improvement or renovation at the facility from which the Company operates. These amounts are amortized over the contract period. If a contract is terminated prior to its maturity date, the Company is generally reimbursed for the unamortized client contract investment amount. Client contract investments, net of accumulated amortization, were $815.0 million and $782.7 million as of April 1, 2016 and October 2, 2015, respectively.
The Company’s principal equity method investment is its 50% ownership interest in AIM Services Co., Ltd., a Japanese food and support services company (approximately $164.8 million and $152.5 million at April 1, 2016 and October 2, 2015, respectively, which is included in “Other Assets” in the Condensed Consolidated Balance Sheets). Summarized financial information for AIM Services Co., Ltd. follows (in thousands):
 
Three Months Ended
 
April 1, 2016
 
April 3, 2015
Sales
$
349,723

 
$
327,385

Gross profit
36,858

 
34,282

Net income
4,892

 
4,688

 
Six Months Ended
 
April 1, 2016
 
April 3, 2015
Sales
$
691,819

 
$
689,206

Gross profit
76,601

 
74,620

Net income
11,916

 
11,272

The period to period comparisons of the summarized financial information for AIM Services Co., Ltd., presented in U.S. dollars above, are significantly impacted by currency translation. The Company’s equity in undistributed earnings of AIM Services Co., Ltd. was $1.9 million and $4.9 million for the three and six months ended April 1, 2016, respectively, and $1.8 million and $4.7 million for the three and six months ended April 3, 2015, respectively, and is recorded as a reduction of "Cost of services provided" in the Condensed Consolidated Statements of Income.
NOTE 2. ACQUISITIONS AND DIVESTITURES:
Fiscal 2016
Avoca Handweavers Limited Acquisition
During the second quarter of fiscal 2016, the Company completed the purchase of Avoca Handweavers Limited ("Avoca"), an Irish retail and cafe business, for cash consideration of approximately $57.9 million, subject to certain adjustments. The sales, net income, assets and liabilities of Avoca did not have a material impact on the Company's condensed consolidated financial statements.
Fiscal 2015
Aramark India Private Limited Divestiture
During the second quarter of fiscal 2015, the Company completed the sale of Aramark India Private Limited ("India") resulting in a pretax loss of approximately $4.3 million (after tax gain of approximately $1.8 million due to the tax basis exceeding the book basis of the subsidiary and the realization during that period of net operating loss carryforwards for which a full valuation allowance was taken in prior years), which is included in "Cost of services provided" in the Condensed Consolidated Statements of Income for the three and six months ended April 3, 2015. The Company did not receive any proceeds from the sale of its India subsidiary. The results of operations and cash flows associated with the India subsidiary divestiture were not material to the Company's Condensed Consolidated Statements of Income and Cash Flows.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3. SEVERANCE:
During the second quarter of fiscal 2016, the Company continued and refined its focus on streamlining and improving the efficiency and effectiveness of its selling, general and administrative functions. As a result, the Company recorded a net severance charge of approximately $8.0 million during the three and six month periods of fiscal 2016. In the second quarter of fiscal 2015, the Company recorded a net reduction to severance expense of approximately $2.1 million, as a result of additional cost saving and productivity initiatives offset by refinements to the Company's original plans for consolidation and centralization initiatives and actual attrition of the workforce. As of April 1, 2016 and October 2, 2015, the Company had an accrual of approximately $21.5 million and $26.0 million, respectively, related to the unpaid obligations for these costs.
In addition, the Company incurred approximately $4.4 million of severance charges during fiscal 2015 from its decision to exit certain operations within the FSS International segment, $1.5 million of which was unpaid as of April 1, 2016.
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 six months ended April 1, 2016 follow (in thousands):
Segment
October 2, 2015
 
Acquisition
 
Translation
 
April 1, 2016
FSS North America
$
3,583,365

 
$
—

 
$
20

 
$
3,583,385

FSS International
400,824

 
39,346

 
(6,376
)
 
433,794

Uniform
574,779

 
—

 
—

 
574,779

 
$
4,558,968

 
$
39,346

 
$
(6,356
)
 
$
4,591,958

The amount in acquisition in the FSS International segment relates to the Avoca acquisition, which may be revised upon final determination of the purchase price allocation.
Other intangible assets consist of the following (in thousands):
 
April 1, 2016
 
October 2, 2015
 
Gross
Amount
 
Accumulated
Amortization
 
Net
Amount
 
Gross
Amount
 
Accumulated
Amortization
 
Net
Amount
Customer relationship assets
$
1,854,707

 
$
(1,544,161
)
 
$
310,546

 
$
1,859,689

 
$
(1,494,885
)
 
$
364,804

Trade names
763,269

 
(1,633
)
 
761,636

 
748,809

 
(1,633
)
 
747,176

 
$
2,617,976

 
$
(1,545,794
)
 
$
1,072,182

 
$
2,608,498

 
$
(1,496,518
)
 
$
1,111,980

During the second quarter of fiscal 2016, as part of the Avoca acquisition, the Company acquired a trade name with a preliminary value of approximately $14.5 million. Acquisition-related intangible assets consist of customer relationship assets, the Aramark trade name and other trade names. Customer relationship assets are being amortized principally on a straight-line basis over the expected period of benefit, 3 to 24 years, with a weighted average life of approximately 13 years. The Aramark and Avoca trade names are indefinite lived intangible assets and are not amortizable but are evaluated for impairment at least annually.
Amortization of intangible assets for the six months ended April 1, 2016 and April 3, 2015 was approximately $54.7 million and $68.0 million, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5. BORROWINGS:
Long-term borrowings are summarized in the following table (in thousands):
 
 
April 1,
2016
 
October 2,
2015
Senior secured revolving credit facility, due February 2019
 
$
—

 
$
70,000

Senior secured term loan facility, due July 2016
 
—

 
74,130

Senior secured term loan facility, due September 2019
 
1,130,769

 
1,189,371

Senior secured term loan facility, due February 2021
 
2,473,226

 
2,489,235

5.75% senior notes, due March 2020
 
991,493

 
990,540

5.125% senior notes, due January 2024
 
394,151

 
—

Receivables Facility, due May 2017
 
350,000

 
350,000

Capital leases
 
56,282

 
57,660

Other
 
12,432

 
45,088

 
 
5,408,353

 
5,266,024

Less—current portion
 
(42,241
)
 
(81,427
)
 
 
$
5,366,112

 
$
5,184,597

During the second quarter of fiscal 2016, the Company made an optional prepayment of $60.0 million of outstanding term loans under its senior secured term loan facility, due September 2019. On May 2, 2016, the Company extended the terms of the Receivables Facility from May 2017 to May 2019. The terms and conditions remain largely consistent and also increase the seasonal tranche capacity of the Receivables Facility to $50.0 million from September to March and May to June.
During the first quarter of fiscal 2016, the Company early adopted the April 2015 ASU on debt issuance costs, which requires these costs to be presented on the balance sheet as a direct reduction of long-term borrowings, similar to the presentation of debt discounts. As a result of the retrospective adoption, approximately $27.7 million of debt issuance costs were reclassified from "Other Assets" to "Long-Term Borrowings" in the Condensed Consolidated Balance Sheet, as of October 2, 2015.
During the first quarter of fiscal 2016, the Company repaid a U.S. dollar denominated term loan of a Canadian subsidiary that had been borrowed under the Company's senior secured credit agreement and was due in July 2016 in the amount of $74.1 million.
On December 17, 2015, Aramark Services, Inc. (the "Issuer"), a subsidiary of the Company, issued $400 million of 5.125% Senior Notes (the "2024 Notes"), due January 15, 2024, pursuant to an indenture, dated as of December 17, 2015 (the “Indenture”), entered into by the Issuer, certain other Aramark entities, as guarantors of the 2024 Notes and the Bank of New York Mellon, as trustee. The 2024 Notes were issued at par and the net proceeds were used for general corporate purposes and to reduce the outstanding balance under the Company's revolving credit facility. The Company paid approximately $6.0 million in financing fees related to the 2024 Notes. The 2024 Notes are senior unsecured obligations of the Issuer. The 2024 Notes rank equal in right of payment to all of the Issuer’s existing and future senior debt. The 2024 Notes are guaranteed on a senior, unsecured basis by the Company and substantially all of the domestic subsidiaries of the Issuer. Interest on the 2024 Notes is payable on January 15 and July 15 of each year. The 2024 Notes and guarantees are effectively subordinated to all existing and future secured debt of the Issuer and the guarantors, to the extent of the value of the assets securing such debt, and structurally subordinated to all of the liabilities of any of the Issuer's subsidiaries that do not guarantee the 2024 Notes.
NOTE 6. DERIVATIVE INSTRUMENTS:
The Company enters into contractual derivative arrangements to manage changes in market conditions related to interest on debt obligations, foreign currency exposures and exposure to fluctuating gasoline and diesel fuel prices. Derivative instruments utilized during the period include interest rate swap agreements, foreign currency forward exchange contracts and gasoline and diesel fuel agreements. All derivative instruments are recognized as either assets or liabilities on the balance sheet at fair value at the end of each quarter. The counterparties to the Company’s contractual derivative agreements are all major international financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company continually monitors its positions and the credit ratings of its counterparties, and does not anticipate nonperformance by the counterparties. For designated hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items.
Cash Flow Hedges
The Company has $2.6 billion notional amount of outstanding interest rate swap agreements, fixing the rate on a like amount of variable rate borrowings. During the second of fiscal 2016, $0.3 billion of interest rate swap agreements matured.
Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects earnings. As of April 1, 2016 and October 2, 2015, approximately ($41.4) million and ($43.3) million of unrealized net of tax losses related to the interest rate swaps were included in “Accumulated other comprehensive loss,” respectively. The hedge ineffectiveness for these cash flow hedging instruments during the six months ended April 1, 2016 and April 3, 2015 was not material.
During the first quarter of fiscal 2016, the Company repaid a U.S. dollar denominated term loan of a Canadian subsidiary in the amount of $74.1 million. As a result of this repayment, the Company terminated its $74.1 million of outstanding amortizing cross currency swap agreements, which resulted in a pre-tax charge of approximately $1.1 million recorded to "Interest and Other Financing Costs, net" in the Condensed Consolidated Statements of Income for the six months ended April 1, 2016. The termination of these agreements resulted in the Company receiving $5.7 million of proceeds.
The following table summarizes the net of tax effect of our derivatives designated as cash flow hedging instruments on Comprehensive Income (in thousands):
 
Three Months Ended
 
April 1, 2016
 
April 3, 2015
Interest rate swap agreements
$
(6,629
)
 
$
(9,819
)
Cross currency swap agreements
—

 
5,786

 
$
(6,629
)
 
$
(4,033
)
 
 
Six Months Ended
 
April 1, 2016
 
April 3, 2015
Interest rate swap agreements
$
4,453

 
$
(17,065
)
Cross currency swap agreements
(2,074
)
 
9,528

 
$
2,379

 
$
(7,537
)

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. During the first half of fiscal 2016, the Company entered into contracts for approximately 34.7 million gallons. As of April 1, 2016, the Company has contracts for approximately 40.5 million gallons outstanding for fiscal 2016, fiscal 2017 and fiscal 2018. 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 contracts was a loss of approximately $1.9 million and $2.8 million for the three and six months ended April 1, 2016, respectively. The impact on earnings related to the change in fair value of these contracts for the three months ended April 3, 2015 was a gain of $0.8 million and for the six months ended April 3, 2015 was a loss of approximately $2.8 million.
As of April 1, 2016, the Company had foreign currency forward exchange contracts outstanding with notional amounts of €26.3 million, £58.4 million and CAD157.5 million to mitigate the risk of changes in foreign currency exchange rates on short-term intercompany loans to certain international subsidiaries. Gains and losses on these foreign currency exchange contracts are recognized in income as the contracts were not designated as hedging instruments, substantially offsetting currency transaction gains and losses on the short-term intercompany loans.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the location and fair value, using Level 2 inputs, of the Company’s derivatives designated and not designated as hedging instruments in the Condensed Consolidated Balance Sheets (in thousands):
 
 
Balance Sheet Location
 
April 1, 2016
 
October 2, 2015
ASSETS
 
 
 
 
 
 
Designated as hedging instruments:
 
 
 
 
 
 
Cross currency swap agreements
 
Prepayments
 
$
—

 
$
7,523

 
 
 
 
$
—

 
$
7,523

LIABILITIES
 
 
 
 
 
 
Designated as hedging instruments:
 
 
 
 
 
 
Interest rate swap agreements
 
Accrued expenses
 
$
1,447

 
$
6,086

Interest rate swap agreements
 
Other Noncurrent Liabilities
 
49,041

 
51,762

 
 
 
 
50,488

 
57,848

 
 
 
 
 
 
 
Not designated as hedging instruments:
 
 
 
 
 
 
Foreign currency forward exchange contracts
 
Accounts Payable
 
951

 
922

Gasoline and diesel fuel agreements
 
Accounts Payable
 
7,266

 
4,419

 
 
 
 
8,217

 
5,341

 
 
 
 
$
58,705

 
$
63,189

The following table summarizes the location of (gain) loss reclassified from “Accumulated other comprehensive loss” into earnings for derivatives designated as hedging instruments and the location of (gain) loss for the Company's derivatives not designated as hedging instruments in the Condensed Consolidated Statements of Income (in thousands):
 
 
 
 
Three Months Ended
 
 
Account
 
April 1, 2016
 
April 3, 2015
Designated as hedging instruments:
 
 
 
 
 
 
Interest rate swap agreements
 
Interest Expense
 
$
9,088

 
$
7,962

Cross currency swap agreements
 
Interest Expense
 
—

 
(4,134
)
 
 
 
 
9,088

 
3,828

Not designated as hedging instruments:
 
 
 
 
 
 
Gasoline and diesel fuel agreements
 
Costs of services provided
 
$
4,571

 
$
1,086

Foreign currency forward exchange contracts
 
Interest Expense
 
4,315

 
(2,976
)
 
 
 
 
8,886

 
(1,890
)
 
 
 
 
$
17,974

 
$
1,938

 
 
 
 
Six Months Ended
 
 
Account
 
April 1, 2016
 
April 3, 2015
Designated as hedging instruments:
 
 
 
 
 
 
Interest rate swap agreements
 
Interest Expense
 
$
18,105

 
$
15,620

Cross currency swap agreements
 
Interest Expense
 
2,061

 
(7,557
)
 
 
 
 
20,166

 
8,063

Not designated as hedging instruments:
 
 
 
 
 
 
Gasoline and diesel fuel agreements
 
Costs of services provided
 
$
7,076

 
$
5,399

Foreign currency forward exchange contracts
 
Interest Expense
 
(775
)
 
(4,557
)
 
 
 
 
6,301

 
842

 
 
 
 
$
26,467

 
$
8,905


At April 1, 2016, the net of tax loss expected to be reclassified from “Accumulated other comprehensive loss” into earnings over the next twelve months based on current market rates is approximately $16.4 million.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7. STOCKHOLDERS' EQUITY:
During the six months ended April 1, 2016 and April 3, 2015, the Company paid dividends of approximately $45.8 million and $40.7 million to its stockholders, respectively. On May 4, 2016, the Company's Board declared a $0.095 dividend per share of common stock, payable on June 7, 2016, to shareholders of record on the close of business on May 18, 2016.
NOTE 8. SHARE-BASED COMPENSATION:
Share-based compensation expense for the three and six months ended April 1, 2016 was approximately $14.1 million, before taxes of approximately $5.5 million and approximately $29.4 million, before taxes of approximately $11.5 million, respectively. Share-based compensation expense for the three and six months ended April 3, 2015 was approximately $15.7 million, before taxes of approximately $6.1 million and approximately $31.5 million, before taxes of approximately $12.3 million, respectively. The compensation expense recognized is classified as "Selling and general corporate expenses" in the Condensed Consolidated Statements of Income. No compensation expense was capitalized.
Stock Options
Time-Based Options
The Company granted 2.3 million time-based options with a weighted-average grant-date fair value of $9.21 per option during the six months ended April 1, 2016. The Company recorded compensation expense during the three and six months ended April 1, 2016 for time-based options of approximately $4.8 million and $9.7 million, respectively. The Company recorded compensation expense during the three and six months ended April 3, 2015 for time-based options of approximately $4.2 million and $8.1 million, respectively.
Performance-Based Options
During the three and six months ended April 3, 2015, approximately $2.1 million and $4.6 million, respectively, was charged to expense for performance-based options.
Time-Based Restricted Stock Units ("RSUs")
The Company granted 0.6 million RSUs during the six months ended April 1, 2016 at a weighted-average grant-date fair value of $31.91 per RSU. The compensation cost charged to expense during the three and six months ended April 1, 2016 for RSUs was approximately $5.4 million and $11.1 million, respectively. The compensation cost charged to expense during the three and six months ended April 3, 2015 for RSUs was approximately $4.7 million and $9.3 million, respectively.
Performance Stock Units ("PSUs")
The Company granted 0.7 million PSUs during the six months ended April 1, 2016 at a weighted-average grant-date fair value of $31.40 per PSU with performance conditions based upon the achievement of a level of adjusted earnings per share. The Company recorded compensation expense during the three and six months ended April 1, 2016 for PSUs of approximately $3.3 million and $7.3 million, respectively. The Company recorded compensation expense during the three and six months ended April 3, 2015 for PSUs of approximately $4.2 million and $8.5 million, respectively.
Deferred Stock Units ("DSUs")
The Company granted 0.1 million DSUs during the six months ended April 1, 2016 at a weighted-average grant-date fair value of $32.48 per DSU. The compensation cost charged to expense during the three and six months ended April 1, 2016 for DSUs was approximately $0.4 million and $0.7 million, respectively. The compensation cost charged to expense during the three and six months ended April 3, 2015 for DSUs was approximately $0.1 million and $0.1 million.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 9. EARNINGS PER SHARE:
Basic earnings per share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of share-based awards.
The following table sets forth the computation of basic and diluted earnings per share attributable to the Company's stockholders (in thousands, except per share data):
 
Three Months Ended
 
Six Months Ended
 
April 1, 2016
 
April 3, 2015
 
April 1, 2016
 
April 3, 2015
Earnings:
 
 
 
 
 
 
 
Net income attributable to Aramark stockholders

$66,354

 

$59,823

 

$159,697

 

$145,320

Shares:
 
 
 
 
 
 
 
Basic weighted-average shares outstanding
241,901

 
237,453

 
241,205

 
236,040

Effect of dilutive securities
6,369

 
8,566

 
6,808

 
9,341

Diluted weighted-average shares outstanding
248,270

 
246,019

 
248,013

 
245,381

 
 
 
 
 
 
 
 
Basic Earnings Per Share:
 
 
 
 
 
 
 
Net income attributable to Aramark stockholders

$0.27

 

$0.25

 

$0.66

 

$0.62

Diluted Earnings Per Share:
 
 
 
 
 
 
 
Net income attributable to Aramark stockholders

$0.27

 

$0.24

 

$0.64

 

$0.59

Share-based awards to purchase 4.5 million and 2.8 million shares were outstanding for the three months ended April 1, 2016 and April 3, 2015, respectively, but were not included in the computation of diluted earnings per common share, as their effect would have been antidilutive. In addition, PSUs related to 0.7 million shares and 1.5 million shares of performance-based options and PSUs were outstanding for the three month period of April 1, 2016 and April 3, 2015, respectively, but were not included in the computation of diluted earnings per common share, as the performance targets were not yet met.
Share-based awards to purchase 3.9 million and 2.2 million shares were outstanding for six months ended April 1, 2016 and April 3, 2015, respectively, but were not included in the computation of diluted earnings per common share, as their effect would have been antidilutive. In addition, PSUs related to 0.7 million shares and 1.5 million shares of performance-based options and PSUs were outstanding for the six month period of April 1, 2016 and April 3, 2015, respectively, but were not included in the computation of diluted earnings per common share, as the performance targets were not yet met.
NOTE 10. COMMITMENTS AND CONTINGENCIES
Certain of the Company’s lease arrangements, primarily vehicle leases, with terms of one to eight years, contain provisions related to residual value guarantees. The maximum potential liability to the Company under such arrangements was approximately $121.0 million at April 1, 2016 if the terminal fair value of vehicles coming off lease was zero. Consistent with past experience, management does not expect any significant payments will be required pursuant to these arrangements. No amounts have been accrued for guarantee arrangements at April 1, 2016.
From time to time, the Company and its subsidiaries are a party to various legal actions, proceedings and investigations involving claims incidental to the conduct of their business, including actions by clients, consumers, employees, government entities and third parties, including under federal, state, international, national, provincial and local employment laws, wage and hour laws, discrimination laws, immigration laws, human health and safety laws, import and export controls and customs laws, environmental laws, false claims or whistleblower statutes, minority, women and disadvantaged business enterprise statutes, tax codes, antitrust and competition laws, consumer protection statutes, procurement regulations, intellectual property laws, food safety and sanitation laws, cost and accounting principles, the Foreign Corrupt Practices Act, the U.K. Bribery Act, other anti-corruption laws, lobbying laws, motor carrier safety laws, data privacy and security laws and alcohol licensing and service laws, or alleging negligence and/or breaches of contractual and other obligations. Based on information currently available, advice of counsel, available insurance coverage, established reserves and other resources, the Company does not believe that any such actions are likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations or cash flows.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 11. BUSINESS SEGMENTS:
The Company reports its operating results in three reportable segments: FSS North America, FSS International and Uniform. Corporate includes general expenses not specifically allocated to an individual segment and share-based compensation expense (see Note 8). Financial information by segment follows (in millions):
 
Sales
 
Three Months Ended
 
April 1, 2016
 
April 3, 2015
FSS North America
$
2,520.2

 
$
2,519.1

FSS International
664.0

 
699.7

Uniform
390.6

 
375.8

 
$
3,574.8

 
$
3,594.6

 
Operating Income
 
Three Months Ended
 
April 1, 2016
 
April 3, 2015
FSS North America
$
137.2

 
$
127.6

FSS International
24.6

 
20.3

Uniform
43.7

 
41.6

 
205.5

 
189.5

Corporate
(33.4
)
 
(34.7
)
Operating Income
172.1

 
154.8

Interest and Other Financing Costs, net
(71.7
)
 
(71.2
)
Income Before Income Taxes
$
100.4

 
$
83.6

 
Sales
 
Six Months Ended
 
April 1, 2016
 
April 3, 2015
FSS North America
$
5,142.9

 
$
5,083.5

FSS International
1,358.9

 
1,458.4

Uniform
783.3

 
755.1

 
$
7,285.1

 
$
7,297.0

 
Operating Income
 
Six Months Ended
 
April 1, 2016
 
April 3, 2015
FSS North America
$
305.5

 
$
289.9

FSS International
54.6

 
51.0

Uniform
94.1

 
96.2

 
454.2

 
437.1

Corporate
(68.0
)
 
(80.4
)
Operating Income
386.2

 
356.7

Interest and Other Financing Costs, net
(143.1
)
 
(143.1
)
Income Before Income Taxes
$
243.1

 
$
213.6



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 12. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value. The hierarchical levels related to the subjectivity of the valuation inputs are defined as follows:
•
Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets
•
Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument
•
Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement
Recurring Fair Value Measurements
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, borrowings and derivatives. Management believes that the carrying value of cash and cash equivalents, accounts receivable and accounts payable are representative of their respective fair values. In conjunction with the fair value measurement of the derivative instruments, the Company made an accounting policy election to measure the credit risk of its derivative instruments that are subject to master netting agreements on a net basis by counterparty portfolio. The fair value of the Company’s debt at April 1, 2016 and October 2, 2015 was $5,517.1 million and $5,341.3 million, respectively. The carrying value of the Company’s debt at April 1, 2016 and October 2, 2015 was $5,408.4 million and $5,266.0 million, respectively. The fair values were computed using market quotes, if available, or based on discounted cash flows using market interest rates as of the end of the respective periods. The inputs utilized in estimating the fair value of the Company's debt has been classified as level 2 in the fair value hierarchy levels.
NOTE 13. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF ARAMARK AND SUBSIDIARIES:
The following condensed consolidating financial statements of the Company have been prepared pursuant to Rule 3-10 of Regulation S-X.
These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the condensed consolidated financial statements. Interest expense and certain other costs are partially allocated to all of the subsidiaries of the Company. Goodwill and other intangible assets have been allocated to the subsidiaries based on management’s estimates. The 5.75% Senior Notes due March 2020 ("2020 Notes") and the 2024 Notes are obligations of the Company's wholly-owned subsidiary, Aramark Services, Inc., and are each jointly and severally guaranteed on a senior unsecured basis by the Company and substantially all of the Company’s existing and future domestic subsidiaries (excluding the Receivables Facility subsidiary) (“Guarantors”). Each of the Guarantors is wholly-owned, directly or indirectly, by the Company. All other subsidiaries of the Company, either direct or indirect, do not guarantee the 2020 Notes or the 2024 Notes (“Non-Guarantors”). The Guarantors also guarantee certain other debt.

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Table of Contents
ARAMARK AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS
April 1, 2016
(in thousands)
 
Aramark (Parent)
 
Aramark Services, Inc.
(Issuer)
 
Guarantors
 
Non
Guarantors
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
5

 
$
37,571

 
$
32,270

 
$
77,878

 
$
—

 
$
147,724

Receivables
—

 
81

 
286,950

 
1,186,623

 
—

 
1,473,654

Inventories, at lower of cost or market
—

 
15,076

 
490,462

 
70,010

 
—

 
575,548

Prepayments and other current assets
—

 
53,035

 
74,261

 
97,049

 
—

 
224,345

Total current assets
5

 
105,763

 
883,943

 
1,431,560

 
—

 
2,421,271

Property and Equipment, net
—

 
22,116

 
776,377

 
191,263

 
—

 
989,756

Goodwill
—

 
173,104

 
3,982,737

 
436,117

 
—

 
4,591,958

Investment in and Advances to Subsidiaries
2,049,438

 
5,442,909

 
600,040

 
163,744

 
(8,256,131
)
 
—

Other Intangible Assets
—

 
29,730

 
934,777

 
107,675

 
—

 
1,072,182

Other Assets
—

 
41,941

 
956,527

 
256,787

 
(2,002
)
 
1,253,253

 
$
2,049,443

 
$
5,815,563

 
$
8,134,401

 
$
2,587,146

 
$
(8,258,133
)
 
$
10,328,420

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term borrowings
$
—

 
$
21,951

 
$
13,106

 
$
7,184

 
$
—

 
$
42,241

Accounts payable
—

 
141,250

 
340,986

 
267,429

 
—

 
749,665

Accrued expenses and other liabilities
100

 
118,329

 
709,217

 
280,040

 
(180
)
 
1,107,506

Total current liabilities
100

 
281,530

 
1,063,309

 
554,653

 
(180
)
 
1,899,412

Long-term Borrowings
—

 
4,626,718

 
43,002

 
696,392

 
—

 
5,366,112

Deferred Income Taxes and Other Noncurrent Liabilities
—

 
398,250

 
556,445

 
48,878

 
—

 
1,003,573

Intercompany Payable
—

 
—

 
4,714,765

 
1,310,949

 
(6,025,714
)
 
—

Redeemable Noncontrolling Interest
—

 
—

 
9,980

 
—

 
—

 
9,980

Total Stockholders' Equity
2,049,343

 
509,065

 
1,746,900

 
(23,726
)
 
(2,232,239
)
 
2,049,343

 
$
2,049,443

 
$
5,815,563

 
$
8,134,401

 
$
2,587,146

 
$
(8,258,133
)
 
$
10,328,420



17
Table of Contents
ARAMARK AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEETS
October 2, 2015
(in thousands)
 
 
Aramark (Parent)
 
Aramark Services, Inc.
(Issuer)
 
Guarantors 
 
Non
Guarantors
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
5

 
$
31,792

 
$
42,811

 
$
47,808

 
$
—

 
$
122,416

Receivables
—

 
3,721

 
295,618

 
1,145,235

 
—

 
1,444,574

Inventories, at lower of cost or market
—

 
15,981

 
487,551

 
71,731

 
—

 
575,263

Prepayments and other current assets
—

 
59,706

 
74,395

 
102,769

 
—

 
236,870

Total current assets
5

 
111,200

 
900,375

 
1,367,543

 
—

 
2,379,123

Property and Equipment, net
—

 
20,713

 
785,274

 
153,358

 
—

 
959,345

Goodwill
—

 
173,104

 
3,982,737

 
403,127

 
—

 
4,558,968

Investment in and Advances to Subsidiaries
1,883,454

 
5,586,010

 
479,517

 
16,121

 
(7,965,102
)
 
—

Other Intangible Assets
—

 
29,729

 
985,449

 
96,802

 
—

 
1,111,980

Other Assets
—

 
40,128

 
919,811

 
229,004

 
(2,002
)
 
1,186,941

 
$
1,883,459

 
$
5,960,884

 
$
8,053,163

 
$
2,265,955

 
$
(7,967,104
)
 
$
10,196,357

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term borrowings
$
—

 
$
21,921

 
$
13,013

 
$
46,493

 
$
—

 
$
81,427

Accounts payable
—

 
152,844

 
419,188

 
278,008

 
—

 
850,040

Accrued expenses and other liabilities
100

 
135,540

 
818,610

 
295,183

 
88

 
1,249,521

Total current liabilities
100

 
310,305

 
1,250,811

 
619,684

 
88

 
2,180,988

Long-term Borrowings
—

 
4,366,341

 
44,464

 
773,792

 
—

 
5,184,597

Deferred Income Taxes and Other Noncurrent Liabilities
—

 
415,284

 
500,632

 
21,395

 
—

 
937,311

Intercompany Payable
—

 
—

 
5,096,806

 
1,075,836

 
(6,172,642
)
 
—

Redeemable Noncontrolling Interest
—

 
—

 
10,102

 
—

 
—

 
10,102

Total Stockholders' Equity
1,883,359

 
868,954

 
1,150,348

 
(224,752
)
 
(1,794,550
)
 
1,883,359

 
$
1,883,459

 
$
5,960,884

 
$
8,053,163

 
$
2,265,955

 
$
(7,967,104
)
 
$
10,196,357



18
Table of Contents
ARAMARK AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the three months ended April 1, 2016
(in thousands)
 
 
Aramark (Parent)
 
Aramark Services, Inc.
(Issuer)
 
Guarantors 
 
Non
Guarantors
 
Eliminations
 
Consolidated
Sales
$
—

 
$
253,674

 
$
2,433,802

 
$
887,346

 
$
—

 
$
3,574,822

Costs and Expenses:
—

 
—

 
—

 
—

 
—

 
—

Cost of services provided
—

 
235,755

 
2,133,606

 
840,349

 
—

 
3,209,710

Depreciation and amortization
—

 
4,405

 
99,303

 
16,583

 
—

 
120,291

Selling and general corporate expenses
—

 
35,583

 
32,483

 
4,641

 
—

 
72,707

Interest and other financing costs, net
—

 
66,881

 
(711
)
 
5,581

 
—

 
71,751

Expense allocations
—

 
(61,435
)
 
44,928

 
16,507

 
—

 
—

 
—

 
281,189

 
2,309,609

 
883,661

 
—

 
3,474,459

Income (Loss) before Income Taxes
—

 
(27,515
)
 
124,193

 
3,685

 
—

 
100,363

Provision (Benefit) for Income Taxes
—

 
(9,753
)
 
42,545

 
1,074

 
—

 
33,866

Equity in Net Income of Subsidiaries
66,354

 
—

 
—

 
—

 
(66,354
)
 
—

Net income (loss)
66,354

 
(17,762
)
 
81,648


2,611

 
(66,354
)
 
66,497

Less: Net income attributable to noncontrolling interest
—

 
—

 
143

 
—

 
—

 
143

Net income (loss) attributable to Aramark stockholders
66,354

 
(17,762
)
 
81,505

 
2,611

 
(66,354
)
 
66,354

Other comprehensive income (loss), net of tax
8,468

 
(18,326
)
 
(1,720
)
 
43,895

 
(23,849
)
 
8,468

Comprehensive income (loss) attributable to Aramark stockholders
$
74,822

 
$
(36,088
)
 
$
79,785

 
$
46,506

 
$
(90,203
)
 
$
74,822
























19
Table of Contents
ARAMARK AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the six months ended April 1, 2016
(in thousands)
 
 
Aramark (Parent)
 
Aramark Services, Inc.
(Issuer)
 
Guarantors 
 
Non
Guarantors
 
Eliminations
 
Consolidated
Sales
$
—

 
$
510,417

 
$
4,950,869

 
$
1,823,811

 
$
—

 
$
7,285,097

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of services provided
—

 
470,729

 
4,333,350

 
1,700,154

 
—

 
6,504,233

Depreciation and amortization
—

 
7,868

 
205,580

 
34,361

 
—

 
247,809

Selling and general corporate expenses
—

 
72,429

 
64,976

 
9,443

 
—

 
146,848

Interest and other financing costs, net
—

 
130,464

 
(1,160
)
 
13,767

 
—

 
143,071

Expense allocations
 
 
(155,485
)
 
142,479

 
13,006

 
—

 
—

 
—

 
526,005

 
4,745,225

 
1,770,731

 
—

 
7,041,961

Income (Loss) before Income Taxes
—

 
(15,588
)
 
205,644

 
53,080

 
—

 
243,136

Provision (Benefit) for Income Taxes
—

 
(4,924
)
 
69,319

 
18,808

 
—

 
83,203

Equity in Net Income of Subsidiaries
159,697

 
—

 
—

 
—

 
(159,697
)
 
—

Net income (loss)
159,697

 
(10,664
)
 
136,325


34,272

 
(159,697
)
 
159,933

Less: Net income attributable to noncontrolling interest
—