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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 July 3, 2026 and June 27, 2025 should be read in conjunction with our audited consolidated financial statements and the notes to those statements for the fiscal year ended October 3, 2025 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on November 25, 2025.
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
The ongoing conflict in the Middle East and evolving tariff policies have increased volatility and uncertainty in the global macroeconomic environment. While we have not experienced material impacts to date, given this elevated level of uncertainty and its potential impact on current and future economic conditions, we may continue to experience fluctuations in global inflationary pressures and market interest rates, as well as volatility in foreign currency markets in the near term. We regularly monitor these conditions and believe we take appropriate actions, as necessary, to mitigate related risks. These actions include actively managing operating costs through supply chain initiatives and pricing strategies, as well as managing interest rate exposure 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 has been cash inflow during our fourth fiscal quarter due to customer prepayments particularly within our Higher Education business in anticipation of the fall semester and higher activity within our sports and leisure clients.
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.
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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 2, 2026 is a fifty-two week period, while the fiscal year ended October 3, 2025 was a fifty-three week period. The calendar shift resulting from the fifty-third week in the fiscal year ended October 3, 2025 has affected, and is expected to continue to affect, the fiscal year ending October 2, 2026 quarterly comparisons of operating results due to the change in the number of operational service days in each quarter as compared to the corresponding prior year period.
Results of Operations
The following tables present an overview of our results on a consolidated basis with the amount of and percentage change between periods for the three and nine months ended July 3, 2026 and June 27, 2025 (in millions).
Three Months Ended Change
July 3, 2026 June 27, 2025 $ %
Revenue $ 5,057.9 $ 4,626.4 $ 431.5 9.3 %
Costs and Expenses:
Cost of services provided (exclusive of depreciation and amortization) 4,627.6 4,256.3 371.3 8.7 %
Depreciation and amortization 136.1 121.8 14.3 11.7 %
Selling and general corporate expenses 78.6 65.7 12.9 19.7 %
Total costs and expenses 4,842.3 4,443.8 398.5 9.0 %
Operating income 215.6 182.6 33.0 18.1 %
Interest Expense, net 79.9 86.4 (6.5) (7.6) %
Income Before Income Taxes 135.7 96.2 39.5 41.1 %
Provision for Income Taxes 37.9 24.2 13.7 56.4 %
Net income $ 97.8 $ 72.0 $ 25.8 36.0 %
Nine Months Ended Change
July 3, 2026 June 27, 2025 $ %
Revenue $ 14,796.8 $ 13,457.8 $ 1,339.0 9.9 %
Costs and Expenses:
Cost of services provided (exclusive of depreciation and amortization) 13,523.9 12,327.2 1,196.7 9.7 %
Depreciation and amortization 394.2 352.1 42.1 12.0 %
Selling and general corporate expenses 225.8 204.5 21.3 10.4 %
Total costs and expenses 14,143.9 12,883.8 1,260.1 9.8 %
Operating income 652.9 574.0 78.9 13.7 %
Interest Expense, net 244.0 251.9 (7.9) (3.1) %
Income Before Income Taxes 408.9 322.1 86.8 26.9 %
Provision for Income Taxes 112.4 82.5 29.9 36.3 %
Net income $ 296.5 $ 239.6 $ 56.9 23.7 %
Consolidated Overview
During the three and nine month periods of fiscal 2026, revenue increased by approximately 9.3% or $431.5 million and 9.9% or $1,339.0 million compared to the prior year periods, respectively. The increase was primarily attributable to base business growth and net new business. Additionally, foreign currency translation favorably impacted revenue by 0.7% and 1.4% for the three and nine month periods, respectively. The increase was partially offset by the estimated impact of the reduced number of operational service days in the three and nine month periods of fiscal 2026 from the calendar shift related to the fifty-third week in fiscal 2025 (approximately 2% and 1%, respectively).
Cost of services provided (exclusive of depreciation and amortization)
The following tables present the components in cost of services provided (exclusive of depreciation and amortization) and as a percentage of revenue for the three and nine month periods ended July 3, 2026 and June 27, 2025 (in millions).
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Cost of services provided (exclusive of depreciation and amortization) components Three Months Ended Change As Percentage of Revenue
July 3, 2026 June 27, 2025 $ % July 3, 2026 June 27, 2025
Food and support service costs $ 1,370.4 $ 1,271.7 $ 98.7 7.8 % 27.1 % 27.5 %
Personnel costs 2,077.1 1,951.8 125.3 6.4 % 41.1 % 42.2 %
Other direct costs 1,180.1 1,032.8 147.3 14.3 % 23.3 % 22.3 %
$ 4,627.6 $ 4,256.3 $ 371.3 8.7 % 91.5 % 92.0 %
Cost of services provided (exclusive of depreciation and amortization) components Nine Months Ended Change As Percentage of Revenue
July 3, 2026 June 27, 2025 $ % July 3, 2026 June 27, 2025
Food and support service costs 4,075.4 $ 3,732.6 $ 342.8 9.2 % 27.5 % 27.7 %
Personnel costs 6,175.4 5,662.3 513.1 9.1 % 41.7 % 42.1 %
Other direct costs 3,273.1 2,932.3 340.8 11.6 % 22.1 % 21.8 %
13,523.9 $ 12,327.2 $ 1,196.7 9.7 % 91.4 % 91.6 %
Cost of services provided (exclusive of depreciation and amortization) increased by $371.3 million and $1,196.7 million during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively, principally attributable to the revenue growth described above. Key drivers of the year-over-year increase include:
•Food and support service costs increased by $98.7 million and $342.8 million during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively, primarily due to food and beverage costs associated with business growth, partially offset by supply chain efficiencies.
•Personnel costs rose by $125.3 million and $513.1 million during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively, reflecting overall business expansion. The increase was partially offset by lower severance charges during the three month period of fiscal 2026 ($7.1 million) and lower medical costs during the three and nine month periods of fiscal 2026 ($25.7 million and $24.8 million, respectively). The increase during the nine month period of fiscal 2026 was also attributable to a multiemployer pension plan withdrawal charge ($4.8 million).
•Other direct costs grew by $147.3 million and $340.8 million during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively, driven by business growth. The increase during the three and nine month periods was also attributable to higher commissions ($40.7 million and $83.9 million, respectively), primarily within our Sports & Entertainment business. The increase during the nine month period was also attributable to a non-cash charge for the impairment of certain assets related to a business held-for-sale ($6.1 million) that was offset by the absence of a prior-year charge related to contingent consideration liabilities from acquisition earn-outs ($11.1 million).
Depreciation and amortization
Depreciation and amortization expenses increased by $14.3 million and $42.1 million during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively. The increase during the three and nine month periods of fiscal 2026 was driven by a higher depreciation expense on property and equipment ($8.2 million and $29.7 million, respectively) and higher amortization expense, primarily from acquisition related intangible assets ($6.1 million and $12.4 million, respectively).
Selling and general corporate expenses
Selling and general corporate expenses increased by $12.9 million and $21.3 million during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively. The increase was primarily driven by higher share-based compensation expense, incentive expenses related to the annual bonus and selling costs to support business expansion.
Operating income
Operating income increased by $33.0 million and $78.9 million during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively, as a result of the aforementioned changes. The reduced number of operational service days from the calendar shift related to the fifty-third week in fiscal 2025 negatively impacted the three and nine month periods of fiscal 2026 operating income by an estimated $20 million.
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Interest Expense, net
Interest Expense, net, decreased by $6.5 million and $7.9 million during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively. The decrease during the three and nine month periods was due to repayments on term loan balances and lower interest rates, partially offset by recently executed interest rate swaps with higher fixed rates replacing maturing swaps that were entered into during a lower interest rate environment. The decrease during the nine month period was also due to the prior year impact of refinancing term loan and senior note balances, higher interest rates on the euro denominated Senior Notes, the prior year payment of $5.8 million of transaction costs related to the refinancing of the United States dollar denominated Term B-8 Loans due 2030 (the “U.S. Term B-8 Loans due 2030”) and the prior year $2.5 million non-cash loss for the write-off of unamortized deferred financing costs and discount on the United States dollar denominated Term B-4 Loans due 2027 (the “U.S. Term B-4 Loans due 2027”) and 5.000% Senior Notes due April 2025 (the “5.000% 2025 Notes”). The decrease during the nine month period was partially offset by the payment of $0.7 million of transaction costs and a $0.4 million non-cash loss for the write-off of unamortized deferred financing costs and discount, both relating to the repricing of the United States dollar denominated Term B-10 Loans due 2030.
Provision for Income Taxes
The Provision for Income Taxes for the three and nine month periods of fiscal 2026 was recorded at an effective tax rate of 27.9% and 27.5%, respectively, resulting in an increase of $13.7 million and $29.9 million, respectively, compared to the prior year periods. The Provision for Income Taxes for the three and nine month periods of fiscal 2025 was recorded at an effective tax rate of 25.2% and 25.6%, respectively. During the three and nine months ended July 3, 2026, we recorded a valuation allowance to the “Provision for Income Taxes” on the Condensed Consolidated Statements of Income of $8.1 million and $11.5 million, respectively, against global deferred tax asset balances, as it is more likely than not a tax benefit will not be realized (see Note 6 to the condensed consolidated financial statements). We also recorded a benefit of $6.6 million from the remeasurement of certain tax reserves during the three and nine months ended July 3, 2026. During the three and nine month periods of fiscal 2025, we recorded an income tax benefit of $3.1 million for the reversal of a valuation allowance against deferred tax assets within a foreign subsidiary due to an acquisition of a business.
Segment Results
FSS United States Segment
The following tables present segment adjusted operating results for the three and nine month periods of fiscal 2026 and fiscal 2025 (in millions)(1)(2):
Three Months Ended Change
July 3, 2026 June 27, 2025 $ %
Revenue $ 3,496.4 $ 3,247.2 $ 249.2 7.7 %
Less:
Food and support services costs 964.7 899.9 64.8 7.2 %
Personnel costs 1,298.3 1,234.5 63.8 5.2 %
Other direct costs 908.9 818.4 90.5 11.1 %
Depreciation and amortization 77.5 72.0 5.5 7.6 %
Selling expenses 35.9 33.1 2.8 8.5 %
Adjusted operating income $ 211.1 $ 189.3 $ 21.8 11.5 %
(1) For the three month periods, adjusted operating income represents operating income adjusted to eliminate the impact of amortization of acquisition-related intangible assets ($27.7 million and $24.8 million in fiscal 2026 and fiscal 2025, respectively), severance charges ($2.0 million and $4.5 million in fiscal 2026 and fiscal 2025, respectively) and other items impacting comparability ($0.8 million benefit in fiscal 2026). The amounts in the table above may represent adjusted figures to arrive at adjusted operating income. Refer to Note 10 to the condensed consolidated financial statements for a description of adjustments comprising adjusted operating income.
Nine Months Ended Change
July 3, 2026 June 27, 2025 $ %
Revenue $ 10,288.8 $ 9,604.6 $ 684.2 7.1 %
Less:
Food and support services costs 2,880.3 2,696.2 184.1 6.8 %
Personnel costs 3,884.7 3,658.2 226.5 6.2 %
Other direct costs 2,530.1 2,343.2 186.9 8.0 %
Depreciation and amortization 230.2 211.6 18.6 8.8 %
Selling expenses 103.6 101.5 2.1 2.1 %
Adjusted operating income $ 659.9 $ 593.9 $ 66.0 11.1 %
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(2) For the nine month periods, adjusted operating income represents operating income adjusted to eliminate the impact of amortization of acquisition-related intangible assets ($78.0 million and $72.9 million in fiscal 2026 and fiscal 2025, respectively), severance charges ($7.5 million and $4.5 million in fiscal 2026 and fiscal 2025, respectively) and other items impacting comparability ($10.8 million and $11.1 million in fiscal 2026 and fiscal 2025, respectively). The amounts in the table above may represent adjusted figures to arrive at adjusted operating income. Refer to Note 10 to the condensed consolidated financial statements for a description of adjustments comprising adjusted operating income.
Revenue
The FSS United States reportable segment consists of five sectors which have similar economic characteristics and comprise a single operating segment. The five sectors of the FSS United States reportable segment are Business & Industry, Education, Healthcare, Sports, Leisure & Corrections and Facilities & Other.
Revenue for each of these sectors is summarized as follows (in millions):
Three Months Ended Change Nine Months Ended Change
July 3, 2026 June 27, 2025 $ % July 3, 2026 June 27, 2025 $ %
Business & Industry $ 589.7 $ 500.8 $ 88.9 17.8 % $ 1,653.3 $ 1,382.6 $ 270.7 19.6 %
Education 784.3 811.9 (27.6) (3.4) % 3,013.2 2,964.5 48.7 1.6 %
Healthcare 460.9 413.1 47.8 11.6 % 1,325.4 1,229.2 96.2 7.8 %
Sports, Leisure & Corrections 1,258.6 1,123.6 135.0 12.0 % 3,127.2 2,873.0 254.2 8.8 %
Facilities & Other 402.9 397.8 5.1 1.3 % 1,169.7 1,155.3 14.4 1.2 %
$ 3,496.4 $ 3,247.2 $ 249.2 7.7 % $ 10,288.8 $ 9,604.6 $ 684.2 7.1 %
FSS United States segment revenue increased by approximately 7.7% and 7.1% during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively, primarily driven by base business growth and net new business. The increase in segment revenue was partially offset by the estimated impact of the reduced number of operational service days in the three and nine month periods of fiscal 2026 compared to the prior year periods from the calendar shift related to the fifty-third week in fiscal 2025 (approximately 2% and 1%, respectively). During the three and nine month periods, the Business & Industry sector experienced double-digit growth attributable to base business growth partially driven by high client retention rates and net new business. Growth in the Sports, Leisure & Corrections sector was primarily attributable to base business due to higher per cap spending and attendance levels in Sports & Entertainment, including FIFA World Cup matches and NBA and NHL playoffs. Growth in the Healthcare sector was attributable to a combination of base business and net new business. The calendar shift primarily impacted the Education sector, reducing its revenue by approximately 10% and 3% for the three and nine month periods of fiscal 2026 as compared to the prior year periods, respectively.
Adjusted operating income
The Facilities & Other sector had an adjusted operating income margin over ten percent in both the three and nine month periods of fiscal 2026 and in the prior year periods. The Business & Industry and Healthcare sectors had high-single digit adjusted operating income margins in both the three and nine month periods of fiscal 2026 and in the prior year periods. The Sports, Leisure & Corrections sector had high-single digit adjusted operating income margins in the three month period of fiscal 2026 and in the prior year period; the nine month period of fiscal 2026 and the prior year period had mid-single digit adjusted operating income margins. The Education sector had low-single digit adjusted operating income margins in the three month period of fiscal 2026 primarily driven by the calendar shift related to the fifty-third week in fiscal 2025 and mid-single digit adjusted operating income margins in the prior year period; the nine month period of fiscal 2026 and the prior year period had high-single digit adjusted operating income margins.
Adjusted operating income increased by $21.8 million and $66.0 million during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively. The increase during the three and nine month periods was driven by revenue growth in the Business & Industry, Sports, Leisure & Corrections and Healthcare sectors, strengthened supply chain economics and lower medical costs ($25.7 million and $24.8 million, respectively). The increase was partially offset by the estimated impact due to the reduced number of operational service days in the three and nine month periods of fiscal 2026 compared to the prior year periods from the calendar shift related to the fifty-third week in fiscal 2025 (approximately $20 million).
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FSS International Segment
The following tables present segment adjusted operating results for the three and nine month periods of fiscal 2026 and fiscal 2025 (in millions)(1)(2):
Three Months Ended Change
July 3, 2026 June 27, 2025 $ %
Revenue $ 1,561.5 $ 1,379.2 $ 182.3 13.2 %
Less:
Food and support services costs 405.7 371.8 33.9 9.1 %
Personnel costs 774.0 704.8 69.2 9.8 %
Other direct costs 268.7 211.6 57.1 27.0 %
Depreciation and amortization 20.6 17.5 3.1 17.7 %
Selling expenses 7.5 6.1 1.4 23.0 %
Adjusted operating income $ 85.0 $ 67.4 $ 17.6 26.1 %
(1) For the three month periods, adjusted operating income represents operating income adjusted to eliminate the impact of amortization of acquisition-related intangible assets ($10.2 million and $7.3 million in fiscal 2026 and fiscal 2025, respectively), severance charges ($3.6 million and $8.2 million in fiscal 2026 and fiscal 2025, respectively) and other items impacting comparability ($2.5 million and $2.8 million loss in fiscal 2026 and fiscal 2025, respectively). The amounts in the table above may represent adjusted figures to arrive at adjusted operating income. Refer to Note 10 to the condensed consolidated financial statements for a description of adjustments comprising adjusted operating income.
Nine Months Ended Change
July 3, 2026 June 27, 2025 $ %
Revenue $ 4,508.0 $ 3,853.2 $ 654.8 17.0 %
Less:
Food and support services costs 1,195.1 1,036.4 158.7 15.3 %
Personnel costs 2,274.8 1,991.5 283.3 14.2 %
Other direct costs 733.5 574.4 159.1 27.7 %
Depreciation and amortization 60.4 49.2 11.2 22.8 %
Selling expenses 22.0 17.3 4.7 27.2 %
Adjusted operating income $ 222.2 $ 184.4 $ 37.8 20.5 %
(2) For the nine month periods, adjusted operating income represents operating income adjusted to eliminate the impact of amortization of acquisition-related intangible assets ($25.2 million and $17.8 million in fiscal 2026 and fiscal 2025, respectively), severance charges ($3.6 million and $8.2 million in fiscal 2026 and fiscal 2025, respectively) and other items impacting comparability ($3.4 million and $4.1 million in fiscal 2026 and fiscal 2025, respectively). The amounts in the table above may represent adjusted figures to arrive at adjusted operating income. Refer to Note 10 to the condensed consolidated financial statements for a description of adjustments comprising adjusted operating income.
Revenue
FSS International segment revenue increased by approximately 13.2% and 17.0% during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively. The increase was primarily attributable to base business growth and net new business, driven largely by performance in the U.K., Spain, Germany and Canada and the favorable impact of foreign currency translation (approximately 2.4% and 4.7% for the three and nine month periods, respectively).
Adjusted operating income
Adjusted operating income increased by $17.6 million and $37.8 million during the three and nine month periods of fiscal 2026 compared to the prior year periods, respectively. The increase was primarily attributable to higher base business volume, net new business and strengthened supply chain economics from revenue growth.
Liquidity and Capital Resources
Overview
As of July 3, 2026, we had $499.4 million of cash and cash equivalents and $914.9 million of availability under our senior secured revolving credit facility. A significant portion of our cash and cash equivalents are held in mature, liquid geographies where we have operations. As of July 3, 2026, we had $1.1 billion of outstanding foreign currency borrowings.
We believe that our cash and cash equivalents and availability under our revolving credit facility will be adequate to meet anticipated cash requirements for the foreseeable future to fund working capital, capital spending, debt service obligations, refinancings, dividends and other cash needs. We also have flexibility to optimize working capital and defer certain capital
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expenditures as appropriate without a material impact to the business. We believe that our assumptions used to estimate our liquidity and working capital requirements are reasonable. For additional information regarding the risks associated with our liquidity and capital resources, see Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K filed with the SEC on November 25, 2025.
The table below summarizes our cash activity (in millions):
Nine Months Ended
July 3, 2026 June 27, 2025
Net cash used in operating activities $ (264.8) $ (254.5)
Net cash used in investing activities (435.9) (614.2)
Net cash provided by financing activities 563.6 679.4
Reference to the Condensed Consolidated Statements of Cash Flows will facilitate understanding of the discussion that follows.
Cash Flows Used in Operating Activities
Cash used in operating activities increased by $10.2 million during the nine month period of fiscal 2026 compared to the prior year period. The increase was primarily driven by a greater use of cash from the change in operating assets and liabilities as compared to the prior year period ($118.0 million) and higher payments made to clients on contracts ($90.4 million), partially offset by higher net income and non-cash gains and losses.
The increase in cash used in operating assets and liabilities compared to the prior year period was primarily due to:
•Accounts payable by $113.8 million, resulting in a higher use of cash due to the timing of disbursements; and
•Receivables by $79.6 million, resulting in a higher use of cash due to base business growth, net new business and the timing of collections.
These changes in operating assets and liabilities more than offset:
•Accrued expenses by $74.2 million, resulting in a lower use of cash primarily due to the timing of payroll payments, higher accrual of employee incentive awards and higher deferred income driven by new business, partially offset due to the timing of insurance payments.
The "Other operating activities" caption in both periods reflects a source of cash due to adjustments to net income related to non-cash gains and losses and adjustments to non-operating cash transactions.
Cash Flows Used in Investing Activities
Cash used in investing activities was $178.3 million lower during the nine month period of fiscal 2026 compared to the prior year period, primarily due to lower acquisitions of certain businesses ($168.7 million), partially offset by the acquisition of certain equity investments ($23.4 million).
Cash Flows Provided by Financing Activities
During the nine month period of fiscal 2026, cash provided by financing activities was primarily impacted by net borrowings under both the Receivables Facility ($625.0 million) and the revolving credit facility ($187.2 million) and proceeds from the issuance of common stock ($43.2 million). Cash provided by financing activities more than offset the optional prepayment and repayment of long-term borrowings ($68.2 million and $30.2 million, respectively), the payment of dividends ($94.7 million), the repurchase of common stock through the share repurchase program and taxes paid by us when we withhold shares upon an employee's exercise or vesting of equity awards to cover income taxes ($53.6 million and $13.6 million, respectively) and the payment of contingent consideration ($35.6 million).
During the nine month period of fiscal 2025, cash provided by financing activities was primarily impacted by the upsizing of the U.S. Term B-8 Loans due 2030 ($1,395.0 million), net borrowings under the Receivables Facility ($570.0 million), the issuance of the euro denominated 4.375% Senior Notes due April 2033 ("4.375% 2033 Notes") ($429.7 million), net borrowings under the revolving credit facility ($394.7 million) and proceeds from the issuance of common stock ($36.4 million). Cash provided by financing activities more than offset the repayment of the U.S. Term B-4 Loans due 2027 ($839.3 million), the redemption of the 5.000% 2025 Notes ($551.5 million), repayment of the euro denominated 3.125% 2025 Senior Notes due April 2025 ($363.4 million), the repurchase of common stock through the share repurchase program and taxes paid by us when we withhold shares upon an employee's exercise or vesting of equity awards to cover income taxes ($140.2 million and $29.4 million, respectively), payment of dividends ($83.2 million) and contingent consideration obligations ($25.2 million). The ”Other financing activities” caption also includes transaction costs related to the issuance of the 4.375% 2033 Notes and the U.S. Term B-8 Loans due 2030 ($15.1 million).
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We intend to continue to pay cash dividends on our common stock, subject to our compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements, business prospects and other factors that our Board of Directors may deem relevant. However, the payment of any future dividends will be at the discretion of our Board of Directors, and our Board of Directors may, at any time, determine not to continue to declare quarterly dividends.
Covenant Compliance
The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries to: incur additional indebtedness; issue preferred stock or provide guarantees; create liens on assets; engage in mergers or consolidations; sell assets; pay dividends; make distributions or repurchase our capital stock; make investments, loans or advances; repay or repurchase any subordinated debt, except as scheduled or at maturity; create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing our subordinated debt (or any indebtedness that refinances our subordinated debt); and fundamentally change our business. The indentures governing our senior notes contain similar provisions. As of July 3, 2026, we were in compliance with these covenants.
As stated above, the Credit Agreement and the indentures governing our senior notes contain provisions that restrict our ability to pay dividends and repurchase stock (collectively, “Restricted Payments”). In addition to customary exceptions, the Credit Agreement and indentures permit Restricted Payments in the aggregate up to an amount that increases quarterly by 50% of our Consolidated Net Income, as such term is defined in these debt agreements, subject to being in compliance with the interest coverage ratio described below.
Under the Credit Agreement, we are required to satisfy and maintain specified financial ratios and other financial condition tests and covenants. The indentures governing our senior notes also require us to comply with certain financial ratios in order to take certain actions. Our continued ability to meet those financial ratios, tests and covenants can be affected by events beyond our control, and there can be no assurance that we will meet those ratios, tests and covenants.
These financial ratios, tests and covenants involve the calculation of certain measures that we refer to in this discussion as "Covenant Adjusted EBITDA." Covenant Adjusted EBITDA is not a measurement of financial performance under generally accepted accounting principles in the United States ("U.S. GAAP"). Covenant Adjusted EBITDA is defined as net income of Aramark Services, Inc. ("ASI") and its restricted subsidiaries plus interest expense, net, provision for income taxes and depreciation and amortization, further adjusted to give effect to adjustments required in calculating covenant ratios and compliance under our Credit Agreement and the indentures governing our senior notes.
Our presentation of these measures has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. You should not consider these measures as alternatives to net income or operating income determined in accordance with U.S. GAAP. Covenant Adjusted EBITDA, as presented by us, may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations.
The following is a reconciliation of Net Income Attributable to ASI stockholders, which is a U.S. GAAP measure of ASI's operating results, to Covenant Adjusted EBITDA as defined in our Credit Agreement. The terms and related calculations are defined in the Credit Agreement. The calculation for the purpose of the indentures governing our senior notes is slightly different. Covenant Adjusted EBITDA is a measure of ASI and its restricted subsidiaries only and does not include the results of Aramark.
Twelve Months Ended
(in millions) July 3, 2026
Net Income Attributable to ASI stockholders $ 382.9
Interest expense, net 334.0
Provision for Income Taxes 133.5
Depreciation and Amortization 518.5
Share-based compensation expense(1) 67.4
Unusual or non-recurring losses(2) 25.5
Pro forma EBITDA for certain transactions(3) 42.1
Other(4) 117.7
Covenant Adjusted EBITDA $ 1,621.6
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(1) Represents share-based compensation expense of equity awards resulting from the application of accounting for stock options, restricted stock units, performance stock units and deferred stock unit awards.
(2) Represents a fiscal 2026 non-cash charge for the impairment of certain assets related to a business held-for-sale ($6.1 million) and a fiscal 2025 non-cash charge for the impairment of an equity investment ($19.5 million).
(3) Represents the annualizing of net EBITDA from certain acquisitions made during the period and, for purposes of the Credit Agreement, the net benefit from cost savings initiatives ($21.4 million).
(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 ($58.1 million), severance charges ($34.9 million), non-cash charges for the impairments of assets ($8.9 million), merger and integration charges ($5.7 million), multiemployer pension plan withdrawal charge, net ($4.8 million), earnings from miscellaneous investments, net of dividends ($4.6 million), legal and professional fees related to an antitrust review ($3.8 million), the impact of hyperinflation in Argentina ($3.7 million) and other miscellaneous expenses.
Our covenant requirements and actual ratios for the twelve months ended July 3, 2026 are as follows:
Covenant Requirement Actual Ratio
Consolidated Secured Debt Ratio(1) ≤ 5.125x 2.59x
Interest Coverage Ratio (Fixed Charge Coverage Ratio)(2) ≥ 2.000x 4.77x
(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 Secured Debt Ratio covenant) failed to waive any such default, would also constitute a default under the indentures governing our senior notes.
(2) Our Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for us to incur 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.
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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 July 3, 2026. 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 July 3, 2026 and October 3, 2025, cash and cash equivalents at the Captive were $154.0 million and $133.5 million, respectively.
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 25, 2025. 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 25, 2025.
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.
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.