8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 9, 2006

ARAMARK CORPORATION

(Exact name of registrant as specified in charter)

Delaware	001-16807	23-3086414
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1101 Market Street Philadelphia, Pennsylvania	19107
(Address of Principal Executive Offices)	Zip Code

Registrant’s telephone, including area code: 215-238-3000

N/A

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information, including the text of the press release attached as an exhibit to this Form 8-K, is furnished pursuant to Item 2.02. Results of Operations and Financial Condition.

The information contained in this Current Report, including exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Current Report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On August 9, 2006, ARAMARK Corporation issued a press release announcing its financial results for the quarter ended June 30, 2006. A copy of the press release is attached hereto as exhibit 99.1.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARAMARK CORPORATION
Date: August 9, 2006	By:	/s/ L. FREDERICK SUTHERLAND
	Name:	L. Frederick Sutherland
	Title:	Executive Vice President and Chief Financial Officer

Index to Exhibits

Number	Description	Method of Filing
99.1	ARAMARK Corporation Press Release dated August 9, 2006.	Furnished herewith

EX-99.1

Exhibit 99.1

NEWS

RELEASE

Media Relations:	Investor Relations:
ARAMARK Corporation	ARAMARK Corporation
Kristine Grow, 215-238-3538	Bobbi Chaville, 215-238-3726
grow-kristine@aramark.com	chaville-bobbi@aramark.com

ARAMARK REPORTS THIRD-QUARTER RESULTS

PHILADELPHIA, August 9, 2006 – ARAMARK Corporation (NYSE: RMK), a world leader in providing professional services, today reported sales of $2.93 billion for the third quarter of 2006, up 5 percent from the prior year quarter. Organic sales growth was 5 percent.

Net income for the quarter was $35.0 million and diluted earnings per share were $0.19. These results reflect a previously announced $0.15 per share charge related to goodwill impairment and adjustments to asset and liability carrying values in the company’s Uniform and Career Apparel – Direct Marketing segment.

Year-to-Date Results

Sales for the first nine months of the 2006 fiscal year increased 6 percent to $8.69 billion. Net income was $186.7 million and diluted earnings per share were $1.01.

Chief Executive Officer’s Comments

“While we faced some challenges this quarter, we are taking aggressive steps to improve the performance of our uniform direct marketing business,” said Joseph Neubauer, Chairman and Chief Executive Officer of ARAMARK. “We continue to execute against our long-term vision for the company, and we are optimistic about future performance.”

Third-Quarter Results

In the Food and Support Services – U.S. segment, sales increased 3 percent from the prior year quarter to $1.9 billion. Organic sales growth was 4 percent. Segment operating income of $88.7 million was negatively affected by costs associated with two previously announced client contract terminations.

New business wins in the quarter included Cable News Network (CNN), St. Bonaventure University, Johns Hopkins University, and Saint Thomas Health System.

Sales in the Food and Support Services – International segment grew 11 percent to $661 million. Organic sales growth was 7 percent. Segment operating income rose sharply from the prior year to $30.5 million.

New business wins in the quarter included Bentley Motors and Stratford-upon-Avon College in the U.K.

In the Uniform and Career Apparel – Rental segment, sales increased 7 percent to $301 million, with organic growth of 5 percent. Segment operating income increased 9 percent to $34.2 million.

Sales in the Uniform and Career Apparel – Direct Marketing segment were $97 million. The segment reported an operating loss of $46 million which includes a non-cash charge of $35.0 million for the writedown of goodwill and approximately $8.0 million for adjustments to asset and liability carrying values.

Guidance

While the company remains confident about its future prospects, in light of the announcement made on Tuesday, August 8, 2006, regarding the signed definitive merger agreement, ARAMARK is no longer providing financial guidance and is withdrawing its previous guidance for 2006.

Conference Call and Related Financial Information

In conjunction with its third quarter earnings release, ARAMARK will discuss its results in a conference call broadcast live over the Internet on August 9, 2006 at 10:00 a.m. Eastern Time. Interested parties are invited to log on to www.aramark.com to listen to this webcast. A recording of the conference call will be available on that website.

The balance sheet, income statement and other financial information related to the third quarter of fiscal 2006 are attached to this press release and can also be found on the Investor Relations section of ARAMARK’s website at www.aramark.com.

Certain previously undisclosed financial information, as well as reconciliations of non-GAAP financial measures that are disclosed in the conference call, will also be available on the Investor Relations section of ARAMARK’s website.

About ARAMARK

ARAMARK is a leader in professional services, providing award-winning food services, facilities management, and uniform and career apparel to health care institutions, universities and school districts, stadiums and arenas, and businesses around the world. In FORTUNE magazine’s 2006 list of “America’s Most Admired Companies,” ARAMARK was ranked number one in its industry, consistently ranking since 1998 as one of the top three most admired companies in its industry as evaluated by peers and industry analysts. The company was also ranked first in its industry in the 2006 FORTUNE 500 survey. Headquartered in Philadelphia, ARAMARK has approximately 240,000 employees serving clients in 20 countries. Learn more at the company’s Web site, www.aramark.com

Forward-Looking Statements

Forward-looking statements speak only as of the date made. We undertake no obligation to update any forward-looking statements, including prior forward-looking statements, to reflect the events or circumstances arising after the date as of which they were made. 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.

This press release 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 our operations. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “aim,” “anticipate,” “are confident,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,” “project,” “intend,” “plan,” “believe,” “look to” and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance.

These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Factors that might cause such a difference include: unfavorable economic conditions; ramifications of any future terrorist attacks or increased security alert levels; increased operating costs, including labor-related and energy costs; shortages of qualified personnel or increases in labor costs; costs and possible effects of further unionization of our workforce; currency risks and other risks associated with international markets; risks associated with acquisitions, including acquisition integration issues and costs; our ability to integrate and derive the expected benefits from our recent acquisitions; competition; decline in attendance at client facilities; unpredictability of sales and expenses due to contract terms and terminations; the impact of natural disasters on our sales and operating results; the risk that clients may become insolvent; the contract intensive nature of our business, which may lead to client disputes; high leverage; claims relating to the provision of food services; costs of compliance with governmental regulations and government investigations; liability associated with noncompliance with governmental regulations, including regulations pertaining to food services, the environment, the Federal school lunch program, Federal and state employment and wage and hour laws and import and export controls and customs laws; dram shop compliance and litigation; contract compliance and administration issues, inability to retain current clients and renew existing client contracts; determination by customers to reduce their outsourcing and use of preferred vendors; seasonality; and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and “Management Discussion and Analysis of Results of Operations and Financial Condition” sections of and elsewhere in ARAMARK’s SEC filings, copies of which may be obtained by contacting ARAMARK’s investor relations department via its website www.aramark.com.

# # #

Editor’s Note: ARAMARK defines organic growth as sales growth adjusted to exclude the effects of acquisitions, divestitures and the impact of currency translation.

ARAMARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In Thousands, Except Per Share Amounts)

	Three Months Ended
	June 30, 2006		July 1, 2005
Sales	$	2,933,638	$	2,792,366
Costs and Expenses:
Cost of services provided		2,676,846		2,532,145
Depreciation and amortization		85,542		79,410
Selling and general corporate expenses		44,152		36,879
Goodwill impairment		35,000		—
		2,841,540		2,648,434
Operating income		92,098		143,932
Interest and other financing costs, net		36,382		32,222
Income before income taxes		55,716		111,710
Provision for income taxes		20,733		40,327
Net income	$	34,983	$	71,383
Earnings Per Share:
Basic	$	0.19	$	0.38
Diluted	$	0.19	$	0.38
Weighted Average Shares Outstanding:
Basic		182,756		186,264
Diluted		185,023		188,078

Note: The three month period of fiscal 2006 includes a pre-tax charge of $42.9 million ($0.15 per share) to reflect a goodwill impairment charge, inventory write-downs and severance accruals in the Direct Marketing segment.

ARAMARK CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In Thousands, Except Per Share Amounts)

	Nine Months Ended
	June 30, 2006		July 1, 2005
Sales	$	8,689,061	$	8,181,741
Costs and Expenses:
Cost of services provided		7,898,818		7,434,734
Depreciation and amortization		251,053		235,962
Selling and general corporate expenses		129,884		107,267
Goodwill impairment		35,000		—
		8,314,755		7,777,963
Operating income		374,306		403,778
Interest and other financing costs, net		105,543		96,857
Income before income taxes		268,763		306,921
Provision for income taxes		82,028		109,998
Net income	$	186,735	$	196,923
Earnings Per Share:
Basic	$	1.02	$	1.06
Diluted	$	1.01	$	1.04
Weighted Average Shares Outstanding:
Basic		183,306		186,425
Diluted		185,292		188,837

Note: The nine month period of fiscal 2006 includes a pre-tax charge of $42.9 million ($0.15 per share) to reflect a goodwill impairment charge, inventory write-downs and severance accruals in the Direct Marketing segment. The nine month period of fiscal 2006 also includes a $14.9 million ($0.08 per share) favorable income tax adjustment recorded in the first quarter based on the settlement of certain open tax years.

ARAMARK CORPORATION AND SUBSIDIARIES

SELECTED CONSOLIDATED BALANCE SHEET DATA

(Unaudited)

(In Thousands)

	June 30, 2006		September 30, 2005
Assets
Current Assets	$	1,495,068	$	1,443,227
Property and Equipment, net		1,187,991		1,211,454
Goodwill		1,734,971		1,682,749
Other Assets		797,554		819,670
	$	5,215,584	$	5,157,100
Liabilities and Shareholders’ Equity
Current Liabilities (1)	$	1,415,775	$	1,518,680
Long-Term Borrowings		1,949,677		1,794,522
Other Liabilities		387,551		518,434
Total Shareholders’ Equity		1,462,581		1,325,464
	$	5,215,584	$	5,157,100

(1) - Includes $31.9 million and $46.4 million of current maturities of long-term borrowings as of June 30, 2006 and September 30, 2005, respectively.

ARAMARK CORPORATION AND SUBSIDIARIES

SELECTED CONSOLIDATED CASH FLOW DATA

(Unaudited)

(In Thousands)

	Nine Months Ended
	June 30, 2006			July 1, 2005
Cash flows from operating activities:
Net income	$	186,735		$	196,923
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		251,053			235,962
Income taxes deferred		(38,313	)		(3,055	)
Goodwill impairment		35,000			—
Changes in noncash working capital		(127,783	)		(124,043	)
Net proceeds from sale of receivables		—			30,500
Other operating activities		(9,639	)		(26,067	)
Net cash provided by operating activities		297,053			310,220
Cash flows from investing activities:
Net purchases of property and equipment and client contract investments		(181,513	)		(213,518	)
Acquisitions and other investing activities		(113,972	)		(89,760	)
Net cash used in investing activities		(295,485	)		(303,278	)
Cash flows from financing activities:
Net proceeds from long-term borrowings		103,076			145,867
Dividend payments		(37,808	)		(30,313	)
Proceeds from issuance of common stock		41,501			30,997
Repurchase of stock and other financing activities		(111,300	)		(156,492	)
Net cash used in financing activities		(4,531	)		(9,941	)
Decrease in cash and cash equivalents	$	(2,963	)	$	(2,999	)

ARAMARK CORPORATION AND SUBSIDIARIES

SALES AND OPERATING INCOME BY SEGMENT

SUPPLEMENTAL DATA

(Unaudited)

(In Thousands)

	Three Months Ended
	June 30, 2006			July 1, 2005
Sales
Food and Support Services - United States	$	1,874,045		$	1,815,272
Food and Support Services - International		661,214			594,035
Uniform and Career Apparel - Rental		301,462			282,879
Uniform and Career Apparel - Direct Marketing		96,917			100,180
	$	2,933,638		$	2,792,366
Operating Income
Food and Support Services - United States	$	88,657		$	97,670
Food and Support Services - International		30,540			21,250
Uniform and Career Apparel - Rental		34,231			31,329
Uniform and Career Apparel - Direct Marketing (1)		(45,888	)		2,576
Corporate		(15,442	)		(8,893	)
	$	92,098		$	143,932

(1) Includes a charge of $42.9 million to reflect a goodwill impairment charge, inventory write-downs and severance accruals recorded in fiscal 2006.

ARAMARK CORPORATION AND SUBSIDIARIES

SALES AND OPERATING INCOME BY SEGMENT

SUPPLEMENTAL DATA

(Unaudited)

(In Thousands)

	Nine Months Ended
	June 30, 2006			July 1, 2005
Sales
Food and Support Services - United States	$	5,542,114		$	5,297,508
Food and Support Services - International		1,926,327			1,715,328
Uniform and Career Apparel - Rental		896,459			839,853
Uniform and Career Apparel - Direct Marketing		324,161			329,052
	$	8,689,061		$	8,181,741
Operating Income
Food and Support Services - United States (1)	$	272,802		$	269,952
Food and Support Services - International (2)		88,786			60,084
Uniform and Career Apparel - Rental		98,682			91,355
Uniform and Career Apparel - Direct Marketing (3)		(39,238	)		12,135
Corporate		(46,726	)		(29,748	)
	$	374,306		$	403,778

(1) Includes $9.7 million gain on real estate sale by equity affiliate in second quarter of fiscal 2005.

(2) Includes $7.4 million charge for exiting West Africa business and severance in second quarter of fiscal 2005.

(3) Includes a charge of $42.9 million to reflect a goodwill impairment charge, inventory write-downs and severance accruals recorded in the third quarter of fiscal 2006.

ARAMARK CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP MEASURES

ORGANIC SALES GROWTH

(Unaudited)

(In thousands)

Management believes that presentation of sales growth in the quarterly periods adjusted to eliminate the effects of acquisitions, divestitures and the impact of currency translation (organic growth), provides useful information to investors because it enhances comparability between the current year and prior year reporting periods. Elimination of the currency translation effect provides constant currency comparisons without the distortion of currency rate fluctuations.

	Three Months Ended						% Change
	June 30, 2006			July 1, 2005
ARAMARK Corporation Consolidated Sales (as reported)	$	2,933,638		$	2,792,366		5	%
Effect of Currency Translation		—			16,922
Effect of Acquisitions and Divestitures		(14,742	)		(19,555	)
ARAMARK Corporation Consolidated Sales (as adjusted)	$	2,918,896		$	2,789,733		5	%
Food and Support Services - International Sales (as reported)	$	661,214		$	594,035		11	%
Effect of Currency Translation		—			16,922
Food and Support Services - International Sales (excluding currency translation)		661,214			610,957		8	%
Effect of Acquisitions and Divestitures		(5,289	)		—
Food and Support Services - International Sales (as adjusted)	$	655,925		$	610,957		7	%