Aramark - Quarter Report: 2025 June (Form 10-Q)

See notes to the condensed consolidated financial statements.

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ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)

Three Months Ended

Nine Months Ended

June 27, 2025

June 28, 2024

June 27, 2025

June 28, 2024

Net income

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

()

Fair value of cash flow hedges

()

Other comprehensive income (loss), net of tax

()

Comprehensive income

Less: Net income (loss) attributable to noncontrolling interests

()

Comprehensive income attributable to Aramark stockholders

Other investing activities

()()Net cash used in investing activities()()Cash flows from financing activities:

Proceeds from long-term borrowings

Payments of long-term borrowings

()()

Net change in funding under the Receivables Facility

Payments of dividends

()()

Proceeds from issuance of common stock

Repurchase of common stock()

Other financing activities

()()Net cash provided by (used in) financing activities ()Effect of foreign exchange rates on cash and cash equivalents and restricted cash ()Decrease in cash and cash equivalents and restricted cash()()Cash and cash equivalents and restricted cash, beginning of period Cash and cash equivalents and restricted cash, end of period$ $

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Supplemental disclosure of cash flow information	Nine Months Ended
(in thousands)	June 27, 2025	June 28, 2024
Interest paid	$	$
Income taxes paid

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated Balance Sheets:


Balance Sheet classification
(in thousands)	June 27, 2025	June 28, 2024
Cash and cash equivalents	$	$
Restricted cash in Prepayments and other current assets
Total cash and cash equivalents and restricted cash	$	$

See notes to the condensed consolidated financial statements.

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ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands)

Total Stockholders' Equity

Common Stock

Capital Surplus

Retained Earnings

Accumulated Other
Comprehensive Loss

Treasury Stock

Balance, September 27, 2024

()

Net income attributable to Aramark stockholders

Other comprehensive loss

()

Capital contributions from issuance of common stock

Share-based compensation expense of equity awards

Purchase of noncontrolling interest

()

Repurchases of common stock

()

Dividends declared ($ per share)

()

Balance, December 27, 2024

()

Net income attributable to Aramark stockholders

Other comprehensive loss

()

Capital contributions from issuance of common stock

Share-based compensation expense of equity awards

Repurchases of common stock

()

Dividends declared ($ per share)

()

Balance, March 28, 2025

()

Net income attributable to Aramark stockholders

Other comprehensive income

Capital contributions from issuance of common stock

Share-based compensation expense of equity awards

Repurchase of common stock

()

Dividends declared ($ per share)

()

Balance, June 27, 2025

()

See notes to the condensed consolidated financial statements.

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ARAMARK AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(in thousands)

Total Stockholders' Equity

Common Stock

Capital Surplus

Retained Earnings

Accumulated Other
Comprehensive Loss

Treasury Stock

Balance, September 29, 2023

()

Net income attributable to Aramark stockholders

Other comprehensive loss

()

Capital contributions from issuance of common stock

Share-based compensation expense of equity awards

Repurchases of common stock

()

Separation of Uniform Segment (See Note 1)

()

Dividends declared ($ per share)

()

Balance, December 29, 2023

()

Net income attributable to Aramark stockholders

Other comprehensive loss

()

Capital contributions from issuance of common stock

Share-based compensation expense of equity awards

Purchase of noncontrolling interest

()

Repurchases of common stock

()

Separation of Uniform Segment (See Note 1)

Dividends declared ($ per share)

()

Balance, March 29, 2024

()

Net income attributable to Aramark stockholders

Other comprehensive loss

()

Capital contributions from issuance of common stock

Share-based compensation expense of equity awards

Repurchase of common stock

()

Dividends declared ($ per share)

()

Balance, June 28, 2024

()

See notes to the condensed consolidated financial statements.

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1.

-country footprint. The Company also provides services on a more limited basis in several additional countries and in offshore locations. The Company operates its business in reportable segments that share many of the same operating characteristics: Food and Support Services United States ("FSS United States") and Food and Support Services International ("FSS International").

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 (the "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 19, 2024. The Condensed Consolidated Balance Sheet as of September 27, 2024 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.

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

$ Foreign currency translation adjustments Fair value of cash flow hedges() ()() ()Other comprehensive income (loss) () ()Comprehensive income Less: Net income (loss) attributable to noncontrolling interests ()Comprehensive income attributable to Aramark stockholders$ $ Nine Months EndedJune 27, 2025June 28, 2024Pre-Tax AmountTax
EffectAfter-Tax AmountPre-Tax AmountTax
EffectAfter-Tax AmountNet income $ $ Foreign currency translation adjustments() ()() ()Fair value of cash flow hedges() ()() ()Other comprehensive loss() ()() ()Comprehensive income Less: Net income (loss) attributable to noncontrolling interests ()Comprehensive income attributable to Aramark stockholders$ $

For the nine months ended June 28, 2024, the amounts in the table above exclude the impact of a $ million pension plan adjustment and a $ million currency translation adjustment related to the separation and distribution of the Uniform segment (discussed below).

)$()Foreign currency translation adjustments()()Cash flow hedges $

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

$()$ $ $()$ Trade names () () $ $()$ $ $()$

Amortization of intangible assets for the nine months ended June 27, 2025 and June 28, 2024 was $ million and $ million, respectively.

NOTE 3.

Billion Revolving Credit Facility due August 2029$ $ Term A Loans due August 2029 United States Term B Loans due June 2030 United States Term B Loans due April 2028 United States Term B Loans due January 2027 Senior Unsecured Notes:

% Senior Unsecured Notes (EUR) due April 2033

% Senior Unsecured Notes due February 2028

% Senior Unsecured Notes due April 2025

% Senior Unsecured Notes (EUR) due April 2025

Other:Receivables Facility due July 2026 Finance leases Other Less—current portion()()$ $

As of June 27, 2025, there were $ million of outstanding foreign currency borrowings.

As of June 27, 2025, there was $ million of availability under the senior secured revolving credit facility and $ million of availability under the Receivables Facility.

% Senior Notes (EUR) due April 2025

On April 1, 2025, Aramark International Finance S.à.r.l. ("AIFS"), an indirect wholly owned subsidiary of the Company, fully repaid the € million outstanding aggregate principal amount of AIFS’ euro denominated % 2025 Senior Notes due April 2025 (the "% 2025 Notes") at maturity, using a portion of the net proceeds from the issuance and sale of the euro denominated % Senior Notes due April 2033 (the "% 2033 Notes").

% Senior Notes (EUR) due April 2033

On March 19, 2025, AIFS issued € million of % 2033 Notes, and used a portion of the net proceeds from the issuance and sale of the % 2033 Notes to repay the % 2025 Notes and the remainder for general corporate purposes, including reduction of debt. The Company capitalized € million in third-party costs directly attributable to the issuance and sale of the % 2033 Notes. The capitalized costs are amortized using the effective interest method over the term of the % 2033 Notes and are presented in “Long-Term Borrowings” on the Condensed Consolidated Balance Sheet as of June 27, 2025 as a direct deduction from the carrying value of the notes.

The % 2033 Notes were issued pursuant to an indenture (the "2033 Notes Indenture"), entered into by and among AIFS, the Company, Aramark Services, Inc. ("ASI") and certain other Aramark entities, as guarantors, U.S. Bank Trust Company,

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

% 2033 Notes were issued at par.

The % 2033 Notes are senior unsecured obligations of AIFS. The % 2033 Notes rank equal in right of payment to all of the AIFS's existing and future senior indebtedness and will rank senior in right of payment to the AIFS' future subordinated indebtedness, if any. The % 2033 Notes are guaranteed on a senior, unsecured basis by the Company and substantially all of the domestic subsidiaries of ASI. The guarantees of the % 2033 Notes rank equal in right of payment to all of the senior obligations of such guarantor. The guarantee of the % 2033 Notes by guarantor is effectively subordinated to all of such guarantor's existing and future secured indebtedness, to the extent of the value of the assets securing that indebtedness, and structurally subordinated to all of the liabilities of any of such guarantor's subsidiaries that do not guarantee the % 2033 Notes. The % 2033 Notes are also guaranteed on a senior unsecured basis by the Company for purposes of financial reporting. Interest on the % 2033 Notes is payable on April 15 and October 15 of each year, commencing October 15, 2025.

Prior to April 15, 2028, AIFS may redeem all or a portion of the % 2033 Notes at a price equal to 100% of the principal amount of the % 2033 Notes redeemed plus a “make whole” premium, as described in the 2033 Notes Indenture, and accrued and unpaid interest, if any, to, but not including the date of redemption. AIFS has the option to redeem all or a portion of the % 2033 Notes at any time on or after April 15, 2028 at the redemption prices set forth in the 2033 Notes Indenture plus accrued and unpaid interest, if any, to, but not including the date of redemption.

The 2033 Notes Indenture contains covenants limiting ASI's ability and the ability of its restricted subsidiaries to: incur additional indebtedness or issue certain preferred shares; pay dividends and make certain distributions, investments and other restricted payments; create certain liens; sell assets; enter into transactions with affiliates; create or allow any restriction on the ability of restricted subsidiaries to make payments to ASI; enter into sale and leaseback transactions; merge, consolidate, sell or otherwise dispose of all or substantially all of ASI and its subsidiaries' assets on a consolidated basis; and designate ASI's subsidiaries as unrestricted subsidiaries. The Company will not be subject to the covenants that apply to ASI or its restricted subsidiaries under the 2033 Notes Indenture. The 2033 Notes Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the % 2033 Notes to become or to be declared due and payable. Further, a failure to pay any obligations under the 2033 Notes Indenture as they become due or any event causing amounts to become due prior to their stated maturity could result in a cross-default and potential acceleration of ASI’s other outstanding debt obligations, including the other senior notes and obligations under the senior secured credit facilities.

United States Term B Loans due June 2030 Incremental Amendment, United States Term B Loans due January 2027 Repayment and % Senior Notes Due April 2025 Redemption

ASI and certain of its subsidiaries entered into a credit agreement on March 28, 2017 (as subsequently amended the "Credit Agreement"). On February 18, 2025, ASI entered into an incremental amendment to the Credit Agreement (“Incremental Amendment No. 17”) to provide for, among other things, the establishment of new term loans comprised of new United States dollar denominated Term B-8 Loans ("New U.S. Term B-8 Loans due 2030") in an amount equal to $ million, in the form of a fungible upsize to ASI’s existing United States dollar denominated Term B-8 Loans due in June 2030 (“U.S. Term B-8 Loans due 2030”). The New U.S. Term B-8 Loans due 2030 were funded in full on the closing date of Incremental Amendment No. 17 and were applied by ASI to: (a) repay in full $ million of the United States dollar denominated Term B-4 Loans due January 2027 ("U.S. Term B-4 Loans due 2027") previously outstanding under the Credit Agreement; (b) to redeem the entire $ million aggregate principal amount outstanding of ASI's % Senior Notes due April 2025 (the "% 2025 Notes") at a redemption price equal to % of the aggregate principal amount, plus accrued and unpaid interest to the date of redemption; and (c) to pay fees, premiums, expenses and other transaction costs in connection with the foregoing.

The U.S. Term B-8 Loans due 2030 bear interest rates equal to either (a) a forward-looking term rate based on the Secured Overnight Financing Rate for the applicable interest period (“Term SOFR”) or (b) a base rate determined by reference to the highest of either (1) the prime rate of the administrative agent, (2) the federal funds rate plus % and (3) Term SOFR for a one-month interest period plus % plus an applicable margin set at % for borrowings based on Term SOFR and % for borrowings based on the base rate.

The U.S. Term B-8 Loans due 2030 require the payment of installments in the quarterly principal amount of $ million from March 31, 2025 through March 31, 2030, and $ million at maturity. The U.S. Term B-8 Loans due 2030 are subject to substantially similar terms relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to ASI’s other Term B Loans outstanding under the Credit Agreement.

The Company capitalized $ million of transaction costs directly attributable to the refinancing in Amendment No. 17, which are amortized using the effective interest method over the term of the loans and are presented in “Long-Term Borrowings” on the Condensed Consolidated Balance Sheet as of June 27, 2025 as a direct deduction from the carrying value of the loans. Amounts paid for capitalized transaction costs are included within “Other financing activities” on the Condensed Consolidated

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

million of charges to "Interest Expense, net" on the Condensed Consolidated Statements of Income for the nine months ended June 27, 2025, consisting of a $ million non-cash loss for the write-off of unamortized deferred financing costs and discount on the U.S. Term B-4 Loans due 2027 and the % 2025 Notes and the payment of $ million of transaction costs related to the refinancing.

March 2024 Senior Secured Credit Agreement Refinancing

On March 27, 2024, ASI amended its existing Credit Agreement (“Amendment No. 14”), to provide for, among other things, the repricing of all the United States dollar denominated Term B-5 Loans previously outstanding under the Credit Agreement (“U.S. Term B-5 Loans due 2028”) and the repricing of all the United States dollar denominated Term B-6 Loans previously outstanding under the Credit Agreement (“U.S. Term B-6 Loans due 2030”).

As a result of the Amendment No. 14, (i) U.S. Term B-5 Loans due 2028 previously outstanding under the Credit Agreement were replaced with new United States dollar denominated Term B-7 Loans (“U.S. Term B-7 Loans due 2028”) in an amount equal to $ million due in April 2028 and (ii) U.S. Term B-6 Loans due 2030 previously outstanding under the Credit Agreement were replaced with the new United States dollar denominated Term B-8 Loans (“U.S. Term B-8 Loans due 2030”) in an amount equal to $ million due in June 2030.

The Company capitalized $ million of transaction costs that are included within “Other financing activities” on the Condensed Consolidated Statement of Cash Flows for the nine months ended June 28, 2024. Additionally, the Company recorded $ million of charges to "Interest Expense, net" on the Condensed Consolidated Statements of Income for the nine months ended June 28, 2024, consisting of a $ million non-cash loss for the write-off of unamortized deferred financing costs and discount on the U.S. Term B-5 Loans due 2028 and U.S. Term B-6 Loans due 2030 and the payment of $ million of transaction costs related to the repricings.

% Senior Notes due 2025 Repayment

On October 2, 2023, the Company fully redeemed the $ million % 2025 Senior Notes due May 2025 (the "% 2025 Notes") in conjunction with the separation and distribution of the Uniform segment (see Note 1). The Company recorded $ million of charges to "Interest Expense, net" on the Condensed Consolidated Statements of Income for the nine months ended June 28, 2024, consisting of the payment of a $ million call premium and a $ million non-cash loss for the write-off of unamortized deferred financing costs on the % 2025 Notes. The amount paid for the call premium is included within "Other financing activities" on the Condensed Consolidated Statements of Cash Flows for the nine months ended June 28, 2024.

NOTE 4.

billion notional amount of outstanding interest rate swap agreements as of June 27, 2025, which fix the rate on a like amount of variable rate borrowings with varying maturities through May 2028. During the nine months ended June 27, 2025, interest rate swaps with notional amounts of $ million matured. The Company entered into $ million notional amount of interest rate swap agreements during the nine months ended June 27, 2025 to hedge the cash flow risk of variability in interest payments on variable rate borrowings.

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 loss and reclassified into earnings as the underlying hedged item affects earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Cash flows from hedging transactions are classified in the same category as the cash flows from the respective hedged item. As of June 27, 2025 and September 27, 2024, $ million

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

million, respectively, of unrealized net of tax gains related to the interest rate swaps were included in "Accumulated other comprehensive loss" on the Condensed Consolidated Balance Sheets.)$ $ $


(1)			Change in amounts driven by fluctuations in forward interest rates, the maturity of previously existing interest rate swaps and the initiation of new interest rate swaps.

$ Interest rate swap agreementsOther Assets $ $ LIABILITIESInterest rate swap agreementsOther Noncurrent Liabilities$ $ )$()$()$()

As of June 27, 2025, the Company has a euro denominated term loan in the amount of € million. The term loan was designated as a hedge of the Company's net euro currency exposure represented by certain holdings in the Company's European affiliates.

At June 27, 2025, the net of tax gain expected to be reclassified from "Accumulated other comprehensive loss" into earnings over the next twelve months based on current market rates is approximately $ million.

NOTE 5.

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

performance obligation, which is satisfied over time. The Company primarily accounts for its performance obligations under the series guidance, using the as-invoiced practical expedient when applicable. The Company applies the right to invoice practical expedient to record revenue as the services are provided, given the nature of the services provided and the frequency of billing under the customer contracts. Under this practical expedient, the Company recognizes revenue in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date and for which the Company has the right to invoice the customer. Certain arrangements include performance obligations which include variable consideration (primarily per transaction fees). For these arrangements, the Company does not need to estimate the variable consideration for the contract and allocate to the entire performance obligation; therefore, the variable fees are recognized in the period they are earned.

Disaggregation of Revenue

$ $ $ Education Healthcare Sports, Leisure & Corrections Facilities & Other Total FSS United States FSS International: Europe Rest of World Total FSS International Total Revenue$ $ $ $

Contract Balances

Deferred income is recognized in "Accrued expenses and other current liabilities" and "Other Noncurrent Liabilities" on the Condensed Consolidated Balance Sheets when the Company has received consideration, or has the right to receive consideration, in advance of the transfer of the performance obligation of the contract to the customer, primarily prepaid meal plans. The consideration received remains a liability until the goods or services have been provided to the customer. The Company classifies deferred income as current if the deferred income is expected to be recognized in the next 12 months or as noncurrent if the deferred income is expected to be recognized in excess of the next 12 months. If the Company cannot render its performance obligation according to contract terms after receiving the consideration in advance, amounts may be contractually required to be refunded to the customer.

During the nine months ended June 27, 2025, deferred income increased related to customer prepayments and decreased related to income recognized during the period as a result of satisfying the performance obligation or return of funds related to non-performance. For the nine months ended June 27, 2025, the Company recognized $ million of revenue that was included in deferred income at the beginning of the period. $

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6.

million for the reversal of a valuation allowance against deferred tax assets within a foreign subsidiary due to an acquisition of a business.

During the nine months ended June 28, 2024, the Company recorded a valuation allowance adjustment to the "Provision for Income Taxes" on the Condensed Consolidated Statements of Income of $ million against certain foreign tax credits, as it is more likely than not a tax benefit will not be realized due to the reduction of future forecasted foreign income as a result of the separation and distribution of the Uniform segment.

In 2021, the Organization for Economic Co-operation & Development (“OECD”) released the Pillar Two Global Anti-Base Erosion Model Rules (“Pillar Two”). Under Pillar Two, multinational companies with consolidated revenue greater than €750 million will be subject to a minimum effective tax rate of 15.0% within each respective country. Guided by the OECD framework, more than countries have agreed to enact Pillar Two legislation. The Company currently operates in several countries which will be subject to Pillar Two. The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of Pillar Two rules which apply to the Company for fiscal years 2025 through 2027. The Company currently expects to meet the safe harbor requirements in each country subject to Pillar Two in which it operates but will continue to monitor and reflect the impact of legislative changes in future periods, as appropriate. The Pillar Two legislation has no material impact on the condensed consolidated financial statements, and the Company does not expect the impact will be material in future periods.

On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act was signed into law. The OBBB Act contains a broad range of tax reform measures, including provisions that extend or modify certain elements of the Tax Cuts and Jobs Act. The new law has a range of effective dates, with certain changes taking effect in fiscal year 2025 and others that become effective in future periods. The Company is currently assessing the impact of the provisions on its consolidated financial statements.

NOTE 7.

dividend per share of common stock was declared, payable on August 20, 2025, to stockholders of record on the close of business on August 6, 2025.

On November 5, 2024, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $ million of Aramark's outstanding common stock. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans. The size and timing of any repurchases will depend on a number of factors, including share price, general business and market conditions and other factors. Shares repurchased by the Company are accounted for under the treasury cost method. The value of the repurchased shares includes the 1% excise tax accrual as a result of the Inflation Reduction Act of 2022. The Company made an accounting policy election to record the value of the repurchased shares, including the 1% excise tax accrual, to treasury stock. The share repurchase program does not have a fixed expiration date and may be terminated at any time. During the nine months ended June 27, 2025, the Company repurchased million shares of its common stock for $ million.

The Company has million shares of preferred stock authorized, with a par value of $ per share. At June 27, 2025 and September 27, 2024, shares of preferred stock were issued or outstanding.

NOTE 8.

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

$ $ $ Shares:

Basic weighted-average shares outstanding

Effect of dilutive securities

Diluted weighted-average shares outstanding

Basic Earnings Per Share:Net income attributable to Aramark stockholders$ $ $ $ Diluted Earnings Per Share:Net income attributable to Aramark stockholders$ $ $ $

Performance stock units(2)


(1)			Share-based awards were not included in the computation of diluted earnings per common share, as their effect would have been antidilutive.
(2)			Performance stock units were not included in the computation of diluted earnings per common share, as the performance targets were not yet met.

NOTE 9.

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 10.

reportable segments: FSS United States and FSS International. The Company defines its segments as those operations whose results the chief operating decision maker, identified as the Chief Executive Officer, regularly reviews to analyze performance and allocate resources. Generally, on an annual basis, approximately % of the global revenue is related to food services and % is related to facilities services. $ $ $ FSS International Total Revenue$ $ $ $ $ $ $ FSS International Total Segment Operating Income

Corporate(1)

()()()()Total Operating Income$ $ $ $

(1) Corporate includes general expenses not specifically allocated to an individual segment and share-based compensation expense for equity awards.

Three Months Ended

Nine Months Ended

Reconciliation to Income Before Income Taxes

June 27, 2025

June 28, 2024

June 27, 2025

June 28, 2024

Total Operating Income

Interest Expense, net

Income Before Income Taxes

NOTE 11.

The fair value of the Company's debt at June 27, 2025 and September 27, 2024 was $ million and $ million, respectively. The carrying value of the Company's debt at June 27, 2025 and September 27, 2024 was $ million and $ 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 have been classified as Level 2 in the fair value hierarchy levels.

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ARAMARK AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

million, which is included in "Cost of services provided (exclusive of depreciation and amortization)" on the Condensed Consolidated Statements of Income. The earnout period has ended and the contingent consideration liability at June 27, 2025 and September 27, 2024 was . The contingent consideration liability was fully paid out in the second quarter of fiscal 2025.

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Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of Aramark's (the "Company," "we," "our" and "us") financial condition and results of operations for the three and nine months ended June 27, 2025 and June 28, 2024 should be read in conjunction with our audited consolidated financial statements and the notes to those statements for the fiscal year ended September 27, 2024 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on November 19, 2024.

Our discussion contains forward-looking statements, such as our plans, objectives, opinions, expectations, anticipations, intentions and beliefs, that are based upon our current expectations but that involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in those forward-looking statements as a result of a number of factors, including those described under the heading "Special Note About Forward-Looking Statements" and elsewhere in this Quarterly Report on Form 10-Q. In the following discussion and analysis of financial condition and results of operations, certain financial measures may be considered "non-GAAP financial measures" under SEC rules. These rules require supplemental explanation and reconciliation, which is provided elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a leading global provider of food and facilities services to education, healthcare, business & industry and sports, leisure & corrections clients. Our largest market is the United States, which is supplemented by an additional 15-country footprint. We also provide our services on a more limited basis in several additional countries and in offshore locations. Through our established brand, broad geographic presence and employees, we anchor our business in our partnerships with thousands of clients. Through these partnerships, we serve millions of consumers including students, patients, employees, sports fans and guests worldwide. We operate our business in two reportable segments: Food and Support Services United States ("FSS United States") and Food and Support Services International ("FSS International").

Our FSS United States reportable segment operations focus on serving clients in five principal sectors: Business & Industry, Education, Healthcare, Sports, Leisure & Corrections and Facilities & Other. Our FSS International reportable segment provides a similar range of services as those provided to our FSS United States clients and operates in the same sectors. Administrative expenses not allocated to our reportable segments are presented separately as corporate expenses.

Current Business Environment

Recent developments regarding tariffs and global trade have resulted in increased volatility and uncertainty for macroeconomic conditions. Since the beginning of the fiscal year, we have seen a moderation in global inflationary costs in product, energy and labor as well as in market interest rates, while we have continued to experience volatility in foreign currencies. Given the uncertainty of tariff policy and the resulting impact on current and future macroeconomic conditions, we may see continued volatility in foreign currencies as well as fluctuating trends in global inflationary costs and market interest rates in the near term. We regularly evaluate and believe we take appropriate actions when necessary to mitigate the risk in these areas. These actions include management of operating costs, including supply chain initiatives and pricing actions, and managing interest rate risk through the use of interest rate swaps and other risk mitigation strategies.

Seasonality

Our revenue and operating results have varied, and we expect them to continue to vary, from quarter to quarter as a result of different factors. Historically, within our FSS United States segment, there has been a lower level of activity during the first half of our fiscal year in operations that provide services to sports and leisure clients. This lower level of activity, historically, has been partially offset during the first half of our fiscal year by the increased activity levels in our educational operations. Conversely, historically there has been a significant increase in the provision of services to sports and leisure clients during the second half of our fiscal year, which is partially offset by the effect of summer recess at colleges, universities and schools in our educational operations. For cash flows, historically there has been cash usage during our first fiscal quarter due to lower activity within our sports and leisure clients as well as payments related to employee incentives. Conversely, historically there have been cash inflows during our fourth fiscal quarter due to an inflow of customer prepayments particularly within our Higher Education business in anticipation of the fall semester and higher activity within our sports and leisure clients.

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Foreign Currency Fluctuations

The impact from foreign currency translation assumes constant foreign currency exchange rates based on the rates in effect for the prior year period being used in translation for the comparable current year period. We believe that providing the impact of fluctuations in foreign currency rates on certain financial results can facilitate analysis of period-to-period comparisons of business performance.

Fiscal Year

Our fiscal year is the fifty-two or fifty-three week period which ends on the Friday nearest September 30th. The fiscal year ending October 3, 2025 is a fifty-three week period and the fiscal year ended September 27, 2024 is a fifty-two week period.

Results of Operations

The following tables present an overview of our results on a consolidated and segment basis with the amount of and percentage change between periods for the three and nine months ended June 27, 2025 and June 28, 2024 (in millions).


	Three Months Ended				Change
	June 27, 2025		June 28, 2024		$		%
Revenue	$	4,626.4	$	4,376.1	$	250.3	5.7	%
Costs and Expenses:
Cost of services provided (exclusive of depreciation and amortization)	4,256.3		4,040.8		215.5		5.3	%
Other operating expenses	187.5		173.6		13.9		8.1	%
Total costs and expenses	4,443.8		4,214.4		229.4		5.4	%
Operating income	182.6		161.7		20.9		12.9	%
Interest Expense, net	86.4		81.5		4.9		6.0	%
Income Before Income Taxes	96.2		80.2		16.0		19.9	%
Provision for Income Taxes	24.2		22.1		2.1		9.8	%
Net income	$	72.0	$	58.1	$	13.9	23.8	%


	Three Months Ended				Change
Revenue by Segment(1)	June 27, 2025		June 28, 2024		$		%
FSS United States	$	3,247.2	$	3,144.5	$	102.7	3.3	%
FSS International	1,379.2		1,231.6		147.6		12.0	%
	$	4,626.4	$	4,376.1	$	250.3	5.7	%

	Three Months Ended				Change
Operating Income by Segment	June 27, 2025		June 28, 2024		$		%
FSS United States	$	160.0	$	140.1	$	19.9	14.3	%
FSS International	49.1		52.3		(3.2)		(6.2)	%
Corporate	(26.5)		(30.7)		4.2		13.6	%
	$	182.6	$	161.7	$	20.9	12.9	%

(1) As a percentage of total revenue, FSS United States represented 70.2% and 71.9% and FSS International represented 29.8% and 28.1% for the three months ended June 27, 2025 and June 28, 2024, respectively.

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	Nine Months Ended				Change
	June 27, 2025		June 28, 2024		$		%
Revenue	$	13,457.8	$	12,983.8	$	474.0	3.7	%
Costs and Expenses:
Cost of services provided (exclusive of depreciation and amortization)	12,327.2		11,955.1		372.1		3.1	%
Other operating expenses	556.6		541.0		15.6		2.9	%
Total costs and expenses	12,883.8		12,496.1		387.7		3.1	%
Operating income	574.0		487.7		86.3		17.7	%
Interest Expense, net	251.9		282.4		(30.5)		(10.8)	%
Income Before Income Taxes	322.1		205.3		116.8		56.9	%
Provision for Income Taxes	82.5		65.7		16.8		25.6	%
Net income	$	239.6	$	139.6	$	100.0	71.6	%

Interest expense, net336.2 Provision for Income Taxes119.8 Depreciation and Amortization464.9

Share-based compensation expense(1)

59.9

Unusual or non-recurring gains(2)

(25.1)

Pro forma EBITDA for certain transactions(3)

22.1

Other(4)

112.6

Covenant Adjusted EBITDA

$1,452.1

(1) Represents non-cash share-based compensation expense resulting from the application of accounting for stock options, stock appreciation rights, restricted stock units, performance stock units and deferred stock unit awards.

(2) Represents the fiscal 2024 gain from the sale of our remaining equity investment in the San Antonio Spurs NBA franchise ($25.1 million).

(3) Represents the annualizing of net EBITDA from certain acquisitions made during the period.

(4) "Other" includes adjustments to remove the impact attributable to the adoption of certain accounting standards that are made to the calculation in accordance with the Credit Agreement and indentures ($53.7 million), severance charges ($19.4 million), non-cash adjustments to inventory based on expected usage ($18.2 million), charges related to a ruling on a foreign tax matter ($6.8 million), dividends from miscellaneous investments, net of earnings ($5.0 million), the impact of hyperinflation in Argentina ($3.3 million), contingent consideration expense related to acquisition earn outs, net of reversals ($2.4 million), legal charges related to an anti-trust review ($1.1 million) and other miscellaneous expenses.

Our covenant requirements and actual ratios for the twelve months ended June 27, 2025 are as follows:


	Covenant Requirement	Actual Ratio
Consolidated Secured Debt Ratio(1)	≤ 5.125x	2.96x
Interest Coverage Ratio (Fixed Charge Coverage Ratio)(2)	≥ 2.000x	3.98x

(1) The Credit Agreement requires ASI to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Covenant Adjusted EBITDA, not to exceed 5.125x. Consolidated total indebtedness secured by a lien is defined in the Credit Agreement as total indebtedness consisting of debt for borrowed money, finance leases, debt in respect of sales-leaseback transactions, disqualified and preferred stock and advances under the Receivables Facility secured by a lien reduced by the amount of cash and cash equivalents on the consolidated balance sheet that is free and clear of any lien. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under the Credit Agreement, which, if ASI's lenders under our Credit Agreement (other than the lenders in respect of ASI's United States Term B Loans, which lenders do not benefit from the maximum Consolidated Debt Ratio covenant) failed to waive any such default, would also constitute a default under the indentures governing our senior notes.

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(2) Our Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for us to incur certain additional indebtedness and to make certain restricted payments. If we do not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, we could be prohibited from being able to (1) incur additional indebtedness, other than the incremental capacity provided for under our Credit Agreement and pursuant to certain specified exceptions, and (2) make certain restricted payments, other than pursuant to certain specified exceptions. However, any failure to maintain the minimum Interest Coverage Ratio would not result in a default or an event of default under either the Credit Agreement or the indentures governing the senior notes. The minimum Interest Coverage Ratio is at least 2.000x for the term of the Credit Agreement. Consolidated interest expense is defined in the Credit Agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and dispositions and for certain non-cash or nonrecurring interest expense. The indentures governing our senior notes include a similar requirement which is referred to as a Fixed Charge Coverage Ratio.

We and our subsidiaries and affiliates may from time to time, in our sole discretion, purchase, repay, redeem or retire any of our outstanding debt securities (including any publicly issued debt securities), in privately negotiated or open market transactions, by tender offer or otherwise, or extend or refinance any of our outstanding indebtedness.

Supplemental Consolidating Information

Pursuant to Regulation S-X Rule 13-01, which simplifies certain disclosure requirements for guarantors and issuers of guaranteed securities, we are not required to provide condensed consolidating financial statements for Aramark and its subsidiaries, including the guarantors and non-guarantors under our Credit Agreement and the indentures governing our senior notes. ASI, the borrower under our Credit Agreement and the indentures governing our senior notes, and its restricted subsidiaries together comprise substantially all of our assets, liabilities and operations, and there are no material differences between the consolidating information related to Aramark and Aramark Intermediate Holdco Corporation, the direct parent of ASI and a guarantor under our Credit Agreement, on the one hand, and ASI and its restricted subsidiaries on a standalone basis, on the other hand.

Other

Our business activities do not include the use of unconsolidated special purpose entities and there are no significant business transactions that have not been reflected in the accompanying condensed consolidated financial statements. We insure portions of our risk related to general liability, automobile liability, workers’ compensation liability claims as well as certain property damage risks through a wholly owned captive insurance subsidiary (the "Captive") as part of our approach to risk finance. The Captive is subject to the regulations within its domicile of Bermuda, including regulations established by the Bermuda Monetary Authority (the "BMA") relating to levels of liquidity and solvency as such concepts are defined by the BMA. The Captive was in compliance with these regulations as of June 27, 2025. These regulations may have the effect of limiting our ability to access certain cash and cash equivalents held by the Captive for uses other than for the payment of our general liability, automobile liability, workers’ compensation liability, certain property damage and related Captive costs. As of June 27, 2025 and September 27, 2024, cash and cash equivalents at the Captive were $97.7 million and $94.7 million, respectively. The Captive also invests in United States Treasury securities where the amount as of June 27, 2025 and September 27, 2024 was $43.7 million and $42.3 million, respectively, and is recorded in "Prepayments and other current assets" on the Condensed Consolidated Balance Sheets.

Critical Accounting Estimates

Our significant accounting policies are described in the notes to the audited consolidated financial statements included in our Annual Report on Form 10-K, filed with the SEC on November 19, 2024. For a more complete discussion of our accounting policies and critical accounting estimates that we have identified in the preparation of our condensed consolidated financial statements, please refer to our Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K, filed with the SEC on November 19, 2024.

In preparing our financial statements, management is required to make estimates and assumptions that, among other things, affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are most significant where they involve levels of subjectivity and judgment necessary to account for highly uncertain matters or matters susceptible to change, and where they can have a material impact on our financial condition and operating performance. If actual results were to differ materially from the estimates made, the reported results could be materially affected.

Critical accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are recorded as new information or changed conditions require.

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New Accounting Standard Updates

See Note 1 to the condensed consolidated financial statements for a full description of recent accounting standard updates, including the expected dates of adoption.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We are exposed to the impact of interest rate changes and manage this exposure through the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps. We do not enter into contracts for trading purposes and do not use leveraged instruments. The market risk associated with debt obligations as of June 27, 2025 has not materially changed from September 27, 2024 (see Part II, Item 7A "Quantitative and Qualitative Disclosure About Market Risk" in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024 filed with the SEC on November 19, 2024). However, we completed several debt related transactions during the second quarter of fiscal 2025 that may impact our related exposure to this market risk. First, we repaid in full $839.3 million of the U.S. Term B-4 Loans due 2027 and redeemed the entire $551.5 million aggregate principal amount outstanding of the 5.000% 2025 Notes. In connection with the repayment and redemption, we completed a syndication process for New U.S. Term B-8 Loans due 2030 in an aggregate principal amount of $1,395.0 million. In addition, we issued €400.0 million of the 4.375% 2033 Notes, using a portion of the net proceeds to repay all of the 3.125% 2025 Notes on April 1, 2025 and the remainder for general corporate purposes, including reduction of debt. Lastly, during the nine months ended June 27, 2025, interest rate swaps with a notional amount of $800.0 million matured and interest rate swaps with a notional amount of $900.0 million were entered into. See Note 3 to the condensed consolidated financial statements related to the changes in our debt levels. See Note 4 to the condensed consolidated financial statements for a discussion of our derivative instruments and Note 11 for the disclosure of the fair value and related carrying value of our debt obligations as of June 27, 2025.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, as of the end of the period covered by this report, are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosures. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. No change in our internal control over financial reporting occurred during our third quarter of fiscal 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

From time to time, we and our subsidiaries are party to various legal actions, proceedings and investigations involving claims incidental to the conduct of our business, including those brought by clients, customers, employees, government entities and third parties under, among others, 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, environmental, social and governance related non-financial disclosure 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, we do not believe that any such actions, proceedings or investigations are likely to be, individually or in the aggregate, material to our 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 our business, financial condition, results of operations or cash flows.

Our business is subject to various federal, state, and local laws and regulations governing, among other things, the generation, handling, storage, transportation, treatment and disposal of water wastes and other substances. We engage in informal settlement discussions with federal, state, local and foreign authorities regarding allegations of violations of environmental laws in connection with our operations or businesses conducted by our predecessors or companies that we have acquired, the aggregate amount of which and related remediation costs we do not believe should have a material adverse effect on our financial condition or results of operations as of June 27, 2025.

See Note 9 to the condensed consolidated financial statements.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024 filed with the SEC on November 19, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share repurchase activity during the three months ended June 27, 2025 was as follows:


Period	Total Number of Shares (or Units) Purchased(1)	Average Price Paid Per Share (or Units)(2)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs(1) (in thousands)
March 29, 2025 to April 25, 2025	893,100	$	31.38	893,100	$	359,844
April 26, 2025 to May 23, 2025	—	—		—	359,844
May 24, 2025 to June 27, 2025	—	—		—	359,844
Total	893,100			893,100

(1) On November 5, 2024, our Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $500.0 million of our outstanding common stock. The share repurchase program does not have a fixed expiration date and may be terminated at any time.

(2) Average price paid per share includes costs associated with the repurchases.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

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Item 5. Other Information

During the three months ended June 27, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), , or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

Item 6. Exhibits

See the Exhibit Index which is incorporated herein by reference.

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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, thereunto duly authorized, on August 5, 2025.

Aramark

By:

/s/ CHRISTOPHER T. SCHILLING

Name:

Christopher T. Schilling

Title:

Senior Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer and Authorized Signatory)

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Exhibit Index


Exhibit No.						Description
31.1*						Certification of John J. Zillmer, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of James J. Tarangelo, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certification of John J. Zillmer, Chief Executive Officer, and James J. Tarangelo, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						The following financial information from Aramark's Quarterly Report on Form 10-Q for the period ended June 27 , 2025 formatted in inline XBRL: (i) Condensed Consolidated Balance Sheets as of June 27 , 2025 and September 27, 2024; (ii) Condensed Consolidated Statements of Income for the three and nine months ended June 27 , 2025 and June 28, 2024; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and n i ne months ended June 2 7 , 2025 and June 28 , 2024; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended June 27 , 2025 and June 28 , 2024; (v) Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended June 27 , 2025 and June 28 , 2024; and (vi) Notes to condensed consolidated financial statements.
104						Inline XBRL for the cover page of this Quarterly Report on Form 10-Q; included in Exhibit 101 Inline XBRL document set.

* Filed herewith.

The XBRL instance document does not appear in the interactive data file because the XBRL tags are embedded within the inline XBRL document.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Aramark - Quarter Report: 2025 June (Form 10-Q)

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