← Back to PFGC filing summaryOriginal filing text · Part II
Item 8 — Financial Statements and Supplementary Data
Performance Food Group Company · 10-K · FY 2026 · Period ended Jun 27, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
INDEX TO FINANCIAL STATEMENTS
Audited Consolidated Financial Statements as of June 27, 2026 and June 28, 2025 and for the fiscal years
ended June 27, 2026, June 28, 2025, and June 29, 2024
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (PCAOB ID No. 34) 36
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID No. 34) 37
Consolidated Balance Sheets 39
Consolidated Statements of Operations 40
Consolidated Statements of Comprehensive Income 41
Consolidated Statements of Shareholders’ Equity 42
Consolidated Statements of Cash Flows 43
Notes to Consolidated Financial Statements 45
Schedule 1—Registrant’s Condensed Financial Statements 74
35
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Performance Food Group Company
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Performance Food Group Company and subsidiaries (the “Company”) as of June 27, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 27, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 27, 2026, of the Company and our report dated August 12, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
August 12, 2026
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Performance Food Group Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Performance Food Group Company and subsidiaries (the “Company”) as of June 27, 2026 and June 28, 2025, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the fiscal years in the period ended June 27, 2026, June 28, 2025, and June 29, 2024, and the related notes and the schedule listed in the Index at Item 8, (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 27, 2026 and June 28, 2025, and the results of its operations and its cash flows for each of the fiscal years ended June 27, 2026, June 28, 2025, and June 29, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 27, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 12, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Vendor Rebates and Promotional Incentives – Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company receives various rebates and promotional incentives from its suppliers, which consist of primarily volume rebates, as well as growth rebates, annual and multi-year incentives, and promotional programs. Consideration received for these incentives are recorded as a reduction of cost of goods sold. The Company systematically and rationally allocates the consideration for these incentives to each of the underlying transactions that results in progress by the Company towards earning the incentives. If the incentives are not probable and reasonably estimable, the Company records the incentives as the underlying objectives are achieved. The Company records annual and multi-year incentives when earned, generally over the agreement period as stipulated in individual contracts. The Company primarily uses current and historical purchasing data in estimating whether the underlying objectives or milestones will be achieved.
Auditing the volume based vendor rebates involved significant audit effort to evaluate whether vendor consideration is recorded in accordance with the terms of the vendor agreements.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to volume based vendor rebates included the following, among others:
•We tested the effectiveness of the controls over vendor rebates, including controls over the completeness and accuracy of the programs and related purchasing data.
37
•We selected a sample of recorded vendor receivables and (1) sent confirmations directly to vendors to confirm the incentive amount and the terms of the executed agreement (2) tested for subsequent cash collections (3) recalculated the incentive amount using the terms of the executed vendor agreement and (4) tested adjustments to vendor incentives to assess management’s initial estimate.
•We obtained an understanding of the types of vendor rebates the Company receives, and the Company’s accounting policies related to these incentives. Based on that understanding, we performed substantive analytical procedures by developing an independent estimate for each type of incentive and compared our estimate to the amount recorded by management as a reduction of cost of goods sold.
•We performed a monthly margin analysis whereby we compared margins generated in prior periods to identify anomalies in margin. We investigated significant variances from the same periods in prior years.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
August 12, 2026
We have served as the Company’s auditor since 2007.
38
PERFORMANCE FOOD GROUP COMPANY
CONSOLIDATED BALANCE SHEETS
(In millions, except per share data) As of June 27, 2026 As of June 28, 2025
ASSETS
Current assets:
Cash $ 92.4 $ 78.5
Accounts receivable, less allowances of $71.4 and $69.0 3,054.3 2,833.0
Inventories, net 4,333.0 3,887.7
Income taxes receivable 69.5 96.2
Prepaid expenses and other current assets 259.9 239.7
Total current assets 7,809.1 7,135.1
Goodwill 3,565.0 3,480.1
Other intangible assets, net 1,544.6 1,688.5
Property, plant and equipment, net 4,784.9 4,458.7
Operating lease right-of-use assets 898.5 933.8
Other assets 247.0 185.0
Total assets $ 18,849.1 $ 17,881.2
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable and outstanding checks in excess of deposits 3,693.4 3,165.3
Accrued expenses and other current liabilities 1,091.4 1,025.9
Finance lease obligations—current installments 265.4 221.9
Operating lease obligations—current installments 108.5 104.5
Total current liabilities 5,158.7 4,517.6
Long-term debt 5,006.8 5,388.8
Deferred income tax liability, net 974.8 887.1
Finance lease obligations, excluding current installments 1,537.2 1,379.9
Operating lease obligations, excluding current installments 864.6 900.7
Other long-term liabilities 407.7 334.7
Total liabilities 13,949.8 13,408.8
Commitments and contingencies (Note 15)
Shareholders’ equity:
Common Stock: $0.01 par value per share, 1.0 billion shares authorized, 156.1 million shares issued and outstanding as of June 27, 2026; 154.9 million shares issued and outstanding as of June 28, 2025 1.6 1.5
Additional paid-in capital 2,899.0 2,831.0
Accumulated other comprehensive loss, net of tax benefit of $1.1 and $0.9 (3.7 ) (3.2 )
Retained earnings 2,002.4 1,643.1
Total shareholders’ equity 4,899.3 4,472.4
Total liabilities and shareholders’ equity $ 18,849.1 $ 17,881.2
See accompanying notes to consolidated financial statements, which are an integral part of these audited
consolidated financial statements.
39
PERFORMANCE FOOD GROUP COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data) Fiscal Year Ended June 27, 2026 Fiscal Year Ended June 28, 2025 Fiscal Year Ended June 29, 2024
Net sales $ 67,839.5 $ 63,298.9 $ 58,281.2
Cost of goods sold 59,748.9 55,882.3 51,704.1
Gross profit 8,090.6 7,416.6 6,577.1
Operating expenses 7,203.1 6,600.3 5,750.7
Operating profit 887.5 816.3 826.4
Other expense, net:
Interest expense 413.7 358.4 232.2
Other, net (12.0 ) (0.9 ) (2.6 )
Other expense, net 401.7 357.5 229.6
Income before taxes 485.8 458.8 596.8
Income tax expense 126.5 118.6 160.9
Net income $ 359.3 $ 340.2 $ 435.9
Weighted-average common shares outstanding:
Basic 155.9 154.8 154.4
Diluted 157.0 156.4 156.0
Earnings per common share:
Basic $ 2.30 $ 2.20 $ 2.82
Diluted $ 2.29 $ 2.18 $ 2.79
See accompanying notes to consolidated financial statements, which are an integral part of these audited
consolidated financial statements.
40
PERFORMANCE FOOD GROUP COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions) Fiscal Year Ended June 27, 2026 Fiscal Year Ended June 28, 2025 Fiscal Year Ended June 29, 2024
Net income $ 359.3 $ 340.2 $ 435.9
Other comprehensive income (loss), net of tax
Interest rate swaps:
Change in fair value, net of tax 1.3 (1.3 ) 3.4
Reclassification adjustment, net of tax (0.7 ) (5.9 ) (12.0 )
Foreign currency translation adjustment, net of tax (1.1 ) — (1.4 )
Other comprehensive loss (0.5 ) (7.2 ) (10.0 )
Total comprehensive income $ 358.8 $ 333.0 $ 425.9
See accompanying notes to consolidated financial statements, which are an integral part of these audited
consolidated financial statements.
41
PERFORMANCE FOOD GROUP COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Additional Accumulated Other Total
Common Stock Paid-in Comprehensive Retained Shareholders’
(In millions) Shares Amount Capital Income (Loss) Earnings Equity
Balance as of July 1, 2023 154.5 $ 1.5 2,863.0 14.0 867.0 3,745.5
Net income — — — — 435.9 435.9
Interest rate swaps — — — (8.6 ) — (8.6 )
Foreign currency translation adjustment — — — (1.4 ) — (1.4 )
Issuance of common stock under stock-based compensation plans 0.8 — (19.3 ) — — (19.3 )
Issuance of common stock under employee stock purchase plan 0.2 — 15.5 — — 15.5
Common stock repurchased (1.3 ) — (78.1 ) — — (78.1 )
Stock-based compensation expense — — 37.4 — — 37.4
Balance as of June 29, 2024 154.2 $ 1.5 $ 2,818.5 $ 4.0 $ 1,302.9 $ 4,126.9
Net income — — — — 340.2 340.2
Interest rate swaps — — — (7.2 ) — (7.2 )
Issuance of common stock under stock-based compensation plans 1.1 — (7.7 ) — — (7.7 )
Issuance of common stock under employee stock purchase plan 0.4 — 32.7 — — 32.7
Common stock repurchased (0.8 ) — (57.6 ) — — (57.6 )
Stock-based compensation expense — — 45.1 — — 45.1
Balance as of June 28, 2025 154.9 $ 1.5 $ 2,831.0 $ (3.2 ) $ 1,643.1 $ 4,472.4
Net income — — — — 359.3 359.3
Interest rate swaps — — — 0.6 — 0.6
Foreign currency translation adjustment — — — (1.1 ) — (1.1 )
Issuance of common stock under stock-based compensation plans 0.8 0.1 (18.9 ) — — (18.8 )
Issuance of common stock under employee stock purchase plan 0.4 — 36.9 — — 36.9
Common stock repurchased — — (1.5 ) — — (1.5 )
Stock-based compensation expense — — 51.5 — — 51.5
Balance as of June 27, 2026 156.1 $ 1.6 $ 2,899.0 $ (3.7 ) $ 2,002.4 $ 4,899.3
See accompanying notes to consolidated financial statements, which are an integral part of these audited consolidated financial statements.
42
PERFORMANCE FOOD GROUP COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions) Fiscal Year Ended June 27, 2026 Fiscal Year Ended June 28, 2025 Fiscal Year Ended June 29, 2024
Cash flows from operating activities:
Net income $ 359.3 $ 340.2 $ 435.9
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation 541.9 455.3 355.2
Amortization of intangible assets 272.0 262.6 201.5
Amortization of deferred financing costs 12.5 12.6 10.5
Provision for losses on accounts receivables 22.2 22.7 19.8
Change in LIFO reserve 101.1 88.1 62.3
Stock-based compensation expense 51.5 47.8 41.9
Deferred income tax expense (benefit) 92.0 (0.2 ) 10.7
Loss on extinguishment of debt 2.1 — 0.9
Change in fair value of derivative assets and liabilities (3.7 ) (0.8 ) (4.1 )
Other non-cash activities 4.6 2.5 (2.4 )
Changes in operating assets and liabilities, net
Accounts receivable (199.3 ) (151.9 ) (81.1 )
Inventories (483.4 ) (337.9 ) 37.7
Income taxes receivable 26.7 (17.5 ) (29.9 )
Prepaid expenses and other assets (19.9 ) 56.6 (95.8 )
Trade accounts payable and outstanding checks in excess of deposits 500.3 372.7 124.0
Accrued expenses and other liabilities 133.8 57.3 75.9
Net cash provided by operating activities 1,413.7 1,210.1 1,163.0
Cash flows from investing activities:
Purchases of property, plant and equipment (384.1 ) (506.0 ) (395.6 )
Purchase of intangible assets (9.6 ) — —
Net cash paid for acquisitions (383.4 ) (2,596.4 ) (307.7 )
Proceeds from sale of property, plant and equipment and other 4.6 13.4 20.6
Net cash used in investing activities (772.5 ) (3,089.0 ) (682.7 )
Cash flows from financing activities:
Net (payments) borrowings under ABL Facility (384.0 ) 1,194.2 6.8
Borrowing of Notes due 2034 1,060.0 — —
Borrowing of Notes due 2032 — 1,000.0 —
Repayment of Notes due 2027 (1,060.0 ) — —
Repayment of Notes due 2025 — — (275.0 )
Cash paid for debt issuance, extinguishment, and creditor fees for debt modification (5.7 ) (34.2 ) —
Payments under finance lease obligations (241.6 ) (188.0 ) (122.2 )
Net cash paid for acquisitions (10.1 ) (1.5 ) —
Proceeds from employee stock purchase plan 36.9 32.7 15.5
Proceeds from exercise of stock options 6.4 11.1 2.2
Cash paid for shares withheld to cover taxes (25.2 ) (18.8 ) (21.5 )
Repurchases of common stock (1.5 ) (57.6 ) (78.1 )
Other financing activities — — (0.3 )
Net cash (used in) provided by financing activities (624.8 ) 1,937.9 (472.6 )
Net increase in cash and restricted cash 16.4 59.0 7.7
Cash and restricted cash, beginning of period 86.7 27.7 20.0
Cash and restricted cash, end of period $ 103.1 $ 86.7 $ 27.7
43
The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
(In millions) As of June 27, 2026 As of June 28, 2025
Cash $ 92.4 $ 78.5
Restricted cash(1) 10.7 8.2
Total cash and restricted cash $ 103.1 $ 86.7
(1)Restricted cash is reported within other assets and represents the amounts required by insurers to collateralize a part of the deductibles for the Company’s workers’ compensation and liability claims along with cash required by a healthcare benefits and claims administration arrangement to maintain a healthcare imprest account for eligible healthcare expenses.
Supplemental disclosures of cash flow information are as follows:
(In millions) Fiscal Year Ended June 27, 2026 Fiscal Year Ended June 28, 2025 Fiscal Year Ended June 29, 2024
Cash paid during the year for:
Interest (net of amounts capitalized) $ 399.0 $ 344.4 $ 242.1
Income taxes (net of refunds received) 8.5 129.7 177.1
See accompanying notes to consolidated financial statements, which are an integral part of these audited
consolidated financial statements.
44
PERFORMANCE FOOD GROUP COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Business Activities
Business Overview
Performance Food Group Company (the “Company”), through its subsidiaries, markets and distributes primarily national and company-branded food and food-related products to customer locations across North America. The Company serves both of the major customer types in the restaurant industry: (i) independent customers, and (ii) multi-unit, or chain customers, which include some of the most recognizable family and casual dining restaurant chains, as well as schools, business and industry locations, healthcare facilities, and retail establishments. The Company also specializes in distributing candy, snacks, beverages, cigarettes, alternative nicotine products, health and beauty care products and other items to vending distributors, big-box retailers, theaters, convenience stores, drug stores, grocery stores, travel providers, hospitality providers, and direct to consumers.
Fiscal Years
The Company’s fiscal year ends on the Saturday nearest to June 30th, resulting in 52-week fiscal years for fiscal 2026, 2025, and 2024. References to “fiscal 2026” are to the 52-week period ended June 27, 2026, references to “fiscal 2025” are to the 52-week period ended June 28, 2025, and references to “fiscal 2024” are to the 52-week period ended June 29, 2024.
Share Repurchase Program
On May 27, 2025, the Board of Directors authorized a new share repurchase program for up to $500 million of the Company’s outstanding common stock. This authorization replaced the previously authorized $300 million share repurchase program. The new share repurchase program has an expiration date of May 27, 2029 and may be amended, suspended, or discontinued at any time at the Company’s discretion, subject to compliance with applicable laws. During the fiscal year ended June 27, 2026, the Company repurchased and subsequently retired less than 0.1 million shares of common stock, for a total of $1.5 million or an average cost of $83.12 per share. As of June 27, 2026, $498.5 million remained available for share repurchases.
Under the previous share repurchase program, during the fiscal year ended June 28, 2025, the Company repurchased and subsequently retired 0.8 million shares of common stock, for a total cost of $57.6 million or an average cost of $75.53 per share. Also under the previous share repurchase program, during the fiscal year ended June 29, 2024, the Company repurchased and subsequently retired 1.3 million shares of common stock, for a total of $78.1 million or an average cost of $58.83 per share.
2. Summary of Significant Accounting Policies and Estimates
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated.
Basis of Presentation
The financial statements include consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of shareholders’ equity, and consolidated statements of cash flows. Certain prior period amounts have been reclassified to conform to current period presentation. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income, shareholders’ equity, and cash flows for all periods presented have been made.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates used by management are related to the accounting for the allowance for doubtful accounts, reserve for inventories, impairment testing of goodwill and other intangible assets, acquisition accounting, reserves for claims and recoveries under insurance programs, vendor rebates and promotional incentives, depreciation, amortization, determination of useful lives of tangible and intangible assets, and income taxes. Actual results could differ from these estimates.
45
Risks and Uncertainties
Our business, our industry and the economy are subject to a number of macroeconomic conditions triggered by developments beyond our control, which can result in reduced demand for our products. The Company and our industry may face challenges related to geopolitical dynamics and other events, which can drive economic volatility, market uncertainty, inflationary pressure, supply chain disruptions, or lower disposable incomes, negatively affecting consumer confidence and discretionary spending. We continue to actively monitor the impacts of the evolving macroeconomic and geopolitical landscape, including dynamic tariff and global trade policies, recovery of any potential tariff refunds, and recent geopolitical events (including the ongoing conflicts in Ukraine and the Middle East), on all aspects of our business. Although we saw little impact from tariffs on our results during fiscal 2026, rapidly evolving tariff and global trade policies and geopolitical dynamics continued to cause uncertainty throughout fiscal 2026. Additionally, recent hostilities and geopolitical tensions, such as the conflict in the Middle East, contributed to significantly higher fuel prices in fiscal 2026. To the extent increasing fuel expenses are not able to be offset by (i) diesel fuel surcharges (which are generally recognized on a one-month lag following changes in fuel prices) and/or (ii) gains on derivative instruments, prolonged high fuel prices could adversely affect our business, financial condition, or results of operations. Further, sustained macroeconomic challenges, whether due to tariffs, rising fuel prices, or otherwise, have in the past and could in the future negatively affect consumer discretionary spending decisions within our customers’ establishments, which could negatively impact our sales and profitability.
Cash
The Company maintains its cash primarily in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, the Company’s cash balance may be in amounts that exceed the FDIC insurance limits. Outstanding checks in excess of deposits are book overdrafts that result in a credit cash balance in the general ledger and are then reinstated as accounts payable. Changes in accounts payable, including checks in excess of deposits, are presented in the operating activities section of the statement of cash flows.
Restricted Cash
Restricted cash is reported within other assets and represents the amounts required by insurers to collateralize a part of the deductibles for the Company’s workers’ compensation and liability claims along with cash required by a healthcare benefits and claims administration arrangement to maintain a healthcare imprest account for eligible healthcare expenses. The Company deposits funds in trusts or issues letters of credit in order to satisfy the collateral requirements for our workers’ compensation and liability claims. The restricted cash balances of $10.7 million and $8.2 million as of June 27, 2026 and June 28, 2025, respectively, represent funds deposited in insurance trusts and funds held in a healthcare imprest cash account for the Company’s self-funded group medical insurance which are considered Level 1 fair value measurements on the fair value hierarchy.
Accounts Receivable
Accounts receivable are comprised of trade receivables from customers in the ordinary course of business, are recorded at the invoiced amount, adjusted for any discounts granted to customers, and primarily do not bear interest. Accounts receivable also includes other receivables primarily related to various rebates and promotional incentives with the Company’s suppliers. Receivables are recorded net of the allowance for credit losses on the accompanying consolidated balance sheets. The Company evaluates the collectability of its accounts receivable based on a combination of factors. The Company regularly analyzes its significant customer accounts, and when it becomes aware of a specific customer’s inability to meet its financial obligations to the Company, such as bankruptcy filings or deterioration in the customer’s operating results or financial position, the Company records a specific reserve for bad debt to reduce the related receivable to the amount it reasonably believes is collectible. The Company also records reserves for bad debt for other customers based on a variety of factors, including the length of time the receivables are past due, macroeconomic considerations, and historical experience. If circumstances related to specific customers change, the Company’s estimates of the recoverability of receivables could be further adjusted. The Company recorded $22.2 million in provision in fiscal 2026, $22.7 million in provision in fiscal 2025, and $19.8 million in provision in fiscal 2024 related to reserves for expected credit losses.
Inventories
The Company’s inventories consist primarily of food and non-food products. The Company values inventories at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method, weighted average cost method, and last-in, first-out (“LIFO”) method. For its LIFO based inventory the Company utilizes the link chain technique of the dollar value method. At June 27, 2026, the Company’s inventory balance of $4.3 billion consisted primarily of finished goods, $2.4 billion of which were valued at FIFO, $1.7 billion valued at LIFO, and $303.8 million valued at weighted average cost. At June 28, 2025, the Company’s inventory balance of $3.9 billion consisted of $2.2 billion valued at FIFO, $1.5 billion valued at LIFO, and $241.0 million valued at weighted average cost. At June 27, 2026 and June 28, 2025, the LIFO balance sheet reserves were $464.1 million and $363.0 million, respectively. Costs in inventory include the purchase price of the product and freight charges to deliver the product to the Company’s warehouses and are net of rebates and promotional incentives received from vendors in the amount of $121.6 million and $112.1 million as of June 27, 2026 and June 28, 2025, respectively. The Company adjusts its inventory balances for slow-moving, excess, and obsolete inventories.
46
These adjustments are based upon inventory category, inventory age, specifically identified items, and overall economic conditions. As of June 27, 2026 and June 28, 2025, the Company had adjusted its inventories by approximately $20.4 million and $18.0 million, respectively.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost, less accumulated depreciation and amortization. Cost includes the price paid to acquire or construct the assets, required installation costs, applicable interest charges capitalized during the construction period, and any expenditure that substantially adds to the value or substantially extends the useful life of an existing asset. Additionally, the Company capitalizes qualified costs related to software obtained or developed for internal use as a component of property, plant, and equipment. Routine maintenance and repairs are charged to expense as incurred. The Company begins depreciation and amortization (“depreciation”) for property, plant, and equipment when an asset is both in the location and condition for its intended use.
Depreciation of property, plant and equipment, including finance lease assets, is calculated primarily using the straight-line method over the estimated useful lives of the assets, which range from two to 39 years, and is included primarily in operating expenses on the consolidated statements of operations.
Annually, or when certain triggering events occur, the Company assesses the useful lives of its property, plant and equipment. Long-lived assets held and used by the Company are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the Company compares the carrying value of the asset or asset group to the projected, undiscounted future cash flows expected to be generated by the long-lived asset or asset group. Based on the Company’s assessments, immaterial losses related to the impairment of property, plant and equipment were recorded in fiscal 2026, 2025, and fiscal 2024.
When assets are retired or otherwise disposed, the costs and related accumulated depreciation are removed from the accounts. The difference between the net book value of the asset and proceeds from disposition is recognized as a gain or loss.
Acquisitions, Goodwill, and Other Intangible Assets
The Company accounts for acquired businesses using the acquisition method of accounting. The Company’s financial statements reflect the operations of an acquired business starting from the completion of the acquisition. Goodwill and other intangible assets represent the excess of cost of an acquired entity over the amounts specifically assigned to those tangible net assets acquired in a business combination. Other intangible assets typically include customer relationships, trade names, technology, non-compete agreements, and favorable lease assets. Goodwill and intangibles with indefinite lives are not amortized. Intangibles with definite lives are amortized on a straight-line basis over their useful lives, which generally range from two to twelve years. Annually, or when certain triggering events occur, the Company assesses the useful lives of its intangibles with definite lives. The gross cost and accumulated amortization of intangible assets are removed when the recorded amounts are fully amortized and the asset is no longer in use or the contract has expired. Amortization expense is recognized in operating expenses on the consolidated statements of operations.
Certain assumptions, estimates, and judgments are used in determining the fair value of net assets acquired, including goodwill and other intangible assets, as well as determining the allocation of goodwill to the reporting units. Accordingly, the Company may obtain the assistance of third-party valuation specialists for the valuation of significant tangible and intangible assets. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management but that are inherently uncertain. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), economic barriers to entry, a brand’s relative market position, and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur that could affect the accuracy or validity of the estimates and assumptions. Refer to Note 4. Business Combinations for further discussion of the goodwill and other intangible assets associated with the Company’s acquisitions.
The Company is required to test goodwill and other intangible assets with indefinite lives for impairment annually, or more often if circumstances indicate. Indicators of goodwill impairment include, but are not limited to, significant declines in the markets, industries, and customers that buy the Company’s products, changes in the estimated future cash flows of its reporting units, changes in capital markets, and changes in its market capitalization. For goodwill and indefinite-lived intangible assets, the Company’s policy is to assess impairment at the end of each fiscal year.
The Company may perform a qualitative assessment (commonly referred to as “step zero”) to determine whether further quantitative analysis for impairment of goodwill is necessary. In performing step zero for the Company’s goodwill impairment test, the Company is required to make assumptions and judgments including but not limited to the following: the evaluation of macroeconomic conditions as related to the Company’s business, industry and market trends, and the overall future financial performance of its reporting units and future opportunities in the markets in which they operate. If impairment indicators are present after performing step zero, the Company would perform a quantitative impairment analysis to estimate the fair value of goodwill.
47
During fiscal 2026, fiscal 2025, and fiscal 2024, the Company performed the step zero analysis for its goodwill impairment test and, based on this analysis, determined that no further quantitative impairment test was necessary for the Company’s reporting units within its reportable segments. Based on the Company’s assessment, there were no impairments recorded in fiscal 2026, 2025, or fiscal 2024.
Insurance Program
The Company maintains high-deductible insurance programs covering portions of general and vehicle liability and workers’ compensation. The amounts in excess of self-insured levels are fully insured by third-party insurance carriers, subject to certain limitations and exclusions. The Company also maintains self-funded group medical insurance. The Company accrues its estimated liability for these deductibles, including an estimate for incurred but not reported claims, based on known claims and past claims history. The estimated short-term portion of these accruals is included in accrued expenses on the Company’s consolidated balance sheets, while the estimated long-term portion of the accruals is included in other long-term liabilities. The provisions for insurance claims include estimates of the frequency and timing of claims occurrence, as well as the ultimate amounts to be paid. These insurance programs are managed by a third party, and the deductibles for general and vehicle liability and workers compensation are primarily collateralized by letters of credit, restricted cash, and cash held by the insurance carrier that offsets the insurance accruals.
In addition, to mitigate its exposure to large losses, the Company may purchase reinsurance coverage for certain self-insurance programs. These arrangements provide reimbursement for losses that exceed specified retention amounts, up to contractual coverage limits. Reinsurance recoverables are estimated based on assumptions consistent with those used in establishing the liabilities related to the underlying reinsured contracts. Insurance liabilities are reported gross of reinsurance recoverables. The estimated short-term portion of the reinsurance recoverable is included in prepaid other current assets on the Company’s consolidated balance sheets, while the estimated long-term portion is included in other assets. Reinsurance does not extinguish the Company’s primary liability under the policies written.
Other Comprehensive Income (Loss) (“OCI”)
Other comprehensive income (loss) is defined as all changes in equity during each period except for those resulting from net income (loss) and investments by or distributions to shareholders. Other comprehensive income (loss) consists primarily of gains or losses from derivative financial instruments that are designated in a hedging relationship and foreign currency translation from foreign operations. For derivative instruments that qualify as cash flow hedges, the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings during the same period or periods during which the hedged transaction affects earnings.
Revenue Recognition
The Company markets and distributes nationally branded food and food-related products and products bearing our customers brands as well as Performance Brands to food-away-from-home locations across North America. The Foodservice segment primarily services restaurants and supplies a broadline assortment of products to its customers, including the Company’s Performance Brands and custom-cut meats and seafood, as well as products that are specific to each customer’s menu requirements. The Convenience segment primarily distributes candy, snacks, beverages, cigarettes and alternative nicotine products, food and foodservice-related products, and other items to convenience stores. Specialty distributes candy, snacks, and beverages as well as fresh and frozen perishable foods and other non-food items nationally to vending and office coffee service distributors as well as direct to consumer locations, including retailers, entertainment venues, and theaters, and provides small parcel “pick and pack” capabilities including fulfillment of ambient, frozen, fresh and temperature sensitive items utilizing third-party carriers to deliver order sizes too small to be served effectively by our fleet network. The Company disaggregates revenue by customer type and product offerings and determined that disaggregating revenue at the segment level achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 19. Segment Information for external revenue by reportable segment.
The Company assesses the products and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a product or service (or a bundle of products or services) that is distinct. The Company determined that fulfilling and delivering customer orders constitutes a single performance obligation. Revenue is recognized at the point in time when the Company has satisfied its performance obligation and the customer has obtained control of the products. The Company determined that the customer is able to direct the use of, and obtain substantially all of the benefits from, the products at the time the products are delivered to the customer’s requested destination. The Company considers control to have transferred upon delivery because the Company has a present right to payment at this time, the customer has legal title to the products, the Company has transferred physical possession of the assets, and the customer has significant risks and rewards of ownership of the products.
The transaction price recognized is the invoiced price, adjusted for any incentives, such as rebates and discounts granted to the customer. The Company estimates expected returns based on an analysis of historical experience. We adjust our estimate of revenue at the earlier of when the amount of consideration we expect to receive changes or when the consideration becomes fixed. The Company
48
determined it is responsible for collecting and remitting state and local excise taxes on cigarettes and other tobacco products and presents billed excise taxes as part of revenue. Net sales include amounts related to state and local excise taxes which totaled $3.5 billion, $3.4 billion, and $3.6 billion for fiscal 2026, fiscal 2025, and fiscal 2024, respectively. The Company has made a policy election to exclude sales tax from the transaction price. The Company does not have any significant payment terms as payment is received shortly after the point of sale.
The Company has customer contracts in which incentives are paid upfront to certain customers. These payments have become industry practice and are not related to financing the customer’s business, nor are they associated with any distinct good or service to be received from the customer. These incentive payments are capitalized and amortized over the life of the contract or the expected life of the customer relationship on a straight-line basis and are regularly assessed for impairment. The Company’s contract asset for these incentives totaled $79.1 million and $67.0 million as of June 27, 2026 and June 28, 2025, respectively.
The Company recognizes substantially all of its revenue on a gross basis as a principal. When assessing whether the Company is acting as a principal or an agent, the Company considered the indicators that an entity controls the specified good or service before it is transferred to the customer detailed in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606-10-55-39. The Company believes it earns substantially all revenue as a principal from the sale of products because the Company is responsible for the fulfillment and acceptability of products purchased. Additionally, the Company holds the general inventory risk for the products, as it takes title to the products before the products are ordered by customers and maintains products in inventory.
Cost of Goods Sold
Cost of goods sold includes amounts paid to suppliers and manufacturers for products sold, the cost of transportation necessary to bring the products to the Company’s facilities, plus depreciation related to processing facilities and equipment. The Company determined it is responsible for remitting state and local excise taxes on cigarettes and other tobacco products and presents remittances of excise taxes as part of cost of goods sold. Additionally, federal excise taxes are levied on manufacturers who pass these taxes on to the Company as a portion of the product costs. As a result, federal excise taxes are not a component of the Company’s excise taxes, but are reflected in the cost of inventory until products are sold.
Operating Expenses
Operating expenses include warehouse, delivery, occupancy, insurance, depreciation, amortization, salaries and wages, employee benefits expenses, technology-related expenses, and other miscellaneous operating expenses.
Vendor Rebates and Promotional Incentives
The Company participates in various rebates and promotional incentives with its suppliers, either unilaterally or in combination with purchasing cooperatives and other procurement partners, that consist primarily of volume rebates, as well as growth rebates, annual and multi-year incentives, and promotional programs. Consideration received under these incentives is generally recorded as a reduction of cost of goods sold. However, as described below, in certain limited circumstances the consideration is recorded as a reduction of operating expenses incurred by the Company. Consideration received may be in the form of cash and/or invoice deductions. Changes in the estimated amount of incentives to be received are treated as changes in estimates and are recognized in the period of change.
Consideration received for volume rebates and other promotional incentives is recorded as a reduction of cost of goods sold. The Company rationally allocates the consideration for these incentives to each underlying transaction that results in progress by the Company toward earning the incentives. If the incentives are not probable and reasonably estimable, the Company records the incentives as the underlying objectives or milestones are achieved. The Company records annual and multi-year incentives when earned, generally over the agreement period. The Company primarily uses current and historical purchasing data in estimating whether the underlying objectives or milestones will be achieved. Consideration received as a reimbursement of costs incurred by the Company to sell the supplier’s products is recorded as a reduction of the Company’s operating expenses. If the amount of consideration received from the suppliers exceeds the Company’s incurred costs, any excess is recorded as a reduction of cost of goods sold.
Shipping and Handling Costs
Shipping and handling costs, which include costs related to the selection of products and delivery to customers, are recorded in operating expenses in the consolidated statements of operations. The Company incurred shipping and handling costs of $3.2 billion, $2.9 billion, and $2.6 billion for fiscal 2026, fiscal 2025, and fiscal 2024, respectively.
49
Stock-Based Compensation
The Company’s stock-based compensation plans consist of the Performance Food Group Company 2007 Management Option Plan (the “2007 Management Option Plan”), the Performance Food Group Company 2015 Omnibus Incentive Plan (the “2015 Omnibus Incentive Plan”), and the Performance Food Group Company 2024 Omnibus Incentive Plan (the “2024 Omnibus Incentive Plan”). The Company follows the fair value recognition provisions of FASB ASC 718-10-25, Compensation—Stock Compensation—Overall—Recognition which requires that all stock-based compensation be recognized as an expense in the financial statements. The Company recognizes expense for its stock-based compensation based on the fair value of the awards that are granted. The Company estimates the fair value of service-based options using a Black-Scholes option pricing model. The fair values of service-based restricted stock, restricted stock with performance conditions and restricted stock units are based on the Company’s stock price on the date of grant. The Company estimates the fair value of options and restricted stock with market conditions using a Monte Carlo simulation. Compensation cost is recognized ratably over the requisite service period. For those options and restricted stock that have a performance condition, compensation expense is based upon the number of options or shares, as applicable, expected to vest after assessing the probability that the performance criteria will be met. The Company has made a policy election to account for forfeitures as they occur.
Compensation expense related to the Company’s employee stock purchase plan, which allows eligible employees to purchase our common stock at a 15% discount, represents the purchase discount plus the fair value of the lookback provision. The fair value of the lookback provision is determined on the first day of the offering period using a Black-Scholes option-pricing model.
Income Taxes
The Company follows FASB ASC 740-10, Income Taxes—Overall, which requires the use of the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. The Company takes current and future expirations into consideration when evaluating the need for valuation allowances against deferred tax assets. A valuation allowance is provided when it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Future tax benefits, including net operating loss carryforwards, are recognized to the extent that realization of such benefits is more likely than not. Investment tax credits are recognized as a reduction of income tax expense. Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law, and expirations of statutes of limitations. Such adjustments are reflected in the tax provision as appropriate. Income tax calculations are based on the tax laws enacted as of the date of the financial statements.
Derivative Instruments and Hedging Activities
As required by FASB ASC 815-20, Derivatives and Hedging—Hedging—General, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. The Company primarily uses derivative contracts to manage the exposure to variability in expected future cash flows. A portion of these derivatives is designated and qualifies as cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply, or the Company elects not to apply hedge accounting under FASB ASC 815-20. In the event that the Company does not apply the provisions of hedge accounting, the derivative instruments are recorded as an asset or liability on the consolidated balance sheets at fair value, and any changes in fair value are recorded as gains or losses and included in other, net in the accompanying consolidated statements of operations. See Note 9. Derivatives and Hedging Activities for additional information on the Company’s use of derivative instruments.
The Company discloses derivative instruments and hedging activities in accordance with FASB ASC 815-10-50, Derivatives and Hedging—Overall—Disclosure. FASB ASC 815-10-50 sets forth the disclosure requirements with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under FASB ASC 815-20, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FASB ASC 815-10-50 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
Fair Value Measurements
Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a fair value
50
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:
•Level 1—Observable inputs such as quoted prices for identical assets or liabilities in active markets;
•Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly for substantially the full term of the asset or liability; and
•Level 3—Unobservable inputs in which there are little or no market data, which include management’s own assumptions about the risk assumptions market participants would use in pricing an asset or liability.
The Company’s derivative instruments are carried at fair value and are evaluated in accordance with this hierarchy.
Contingent Liabilities
The Company records a liability related to contingencies when a loss is considered to be probable and a reasonable estimate of the loss can be made. This estimate would include legal settlements, if applicable.
Foreign Currency Translation
The assets and liabilities of the Company’s foreign operations, whose functional currency is the local currency, are translated to U.S. dollars at exchange rates in effect at period end. Translation gains and losses are recorded in Accumulated Other Comprehensive Income (“AOCI”) as a component of stockholders’ equity. Revenue and expenses from foreign operations are translated using the monthly average exchange rates in effect during the period in which the transactions occur. The Company recognizes gains or losses on foreign currency exchange transactions in the consolidated statements of operations. The Company currently does not hedge foreign currency cash flows.
3. Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In December 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The update provides recognition, measurement, presentation, and disclosure requirements for government grants, including guidance for grants related to an asset and grants related to income. The amendments introduce two permitted approaches for asset-related grants: a deferred income approach or a cost accumulation approach. This pronouncement is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company early adopted the amendments in this update with a modified prospective approach in the third quarter of fiscal 2026. Since the FASB largely leveraged the guidance in International Accounting Standard 20: Accounting for Government Grants and Disclosure of Government Assistance, which the Company has historically applied by analogy, the provisions of this new standard did not have a material impact on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update expands public entities’ income tax disclosure requirements primarily by requiring disaggregation of specific categories and reconciling items that meet a quantitative threshold within the rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction. This pronouncement is effective for annual periods beginning after December 15, 2024. The Company has adopted the amendments in this update for fiscal 2026 in this Form 10-K, and the required expanded disclosures are included in Note 13. Income Taxes. The amendments in this update have been applied on a prospective basis. The provisions of the new standard do not impact the Company’s results of operations, financial position, or cash flows.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement--Reporting Comprehensive Income--Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The update improves the disclosures about a public entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. In January 2025, the FASB released ASU 2025-01 to clarify ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The amendments in this update will be adopted for the fiscal year ending July 1, 2028 (“fiscal 2028”), with annual reporting requirements effective for our fiscal 2028 Annual Report on Form 10-K and interim reporting requirements effective for our Quarterly Reports on Forms 10-Q within the fiscal year ending June 30, 2029. The amendments in this update should be applied prospectively, however, retrospective application is permitted. The provisions of the new standard will not impact the Company’s results of operations, financial position, or cash flows but will require the Company to expand its disclosures of the Company’s expenses.
51
In July 2025, the FASB issued ASU 2025-05, Financial Instruments--Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides a practical expedient for all entities to simplify the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (“ASC”) 606: Revenue from Contracts with Customers. In developing reasonable and supportable forecasts as part of estimating expected credit losses, entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this update should be applied on a prospective basis. This pronouncement is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update will be adopted at the beginning of the fiscal year ending July 3, 2027 (“fiscal 2027”). The Company is currently evaluating the impact of adopting ASU 2025-05 on its future consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for and disclosure of internal-use software costs. This update removes all references to project stages, defines the threshold to begin capitalizing costs, and clarifies the disclosure requirements of capitalized software costs. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, and can be applied retrospectively, prospectively, or on a modified transition approach. Early adoption is permitted. The Company has elected to early adopt the amendments in this update at the beginning of fiscal 2027 with a modified prospective transition approach. The provisions of the new standard did not have a material impact on the Company’s results of operations, financial position, or cash flows.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvement. The new guidance amends existing guidance to simplify the application of hedge accounting, enhance alignment between risk management activities and financial reporting, and provide additional flexibility in the designation and measurement of certain hedging relationships. The amendments included in the five matters addressed in this ASU are intended to better reflect hedging and risk management strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. This pronouncement is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted on any date on or after the issuance of the ASU. The amendments in this ASU should be applied on a prospective basis for all hedging relationships. The Company has elected to early adopt the amendments in this update at the beginning of fiscal 2027. The provisions of the new standard did not have a material impact on the Company’s results of operations, financial position, or cash flows.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. This pronouncement is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The amendments in this update can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The provisions of the new standard will not impact the Company’s results of operations, financial position, or cash flows but may require the Company to expand its interim disclosures beginning in fiscal 2029.
4. Business Combinations
During fiscal year 2026, the Company paid cash of $383.4 million, net of cash received, for three acquisitions reported in the Foodservice segment. These acquisitions did not materially affect the Company’s results of operations. During fiscal year 2025, the Company paid cash of $2.6 billion, net of cash received, for four acquisitions reported in Foodservice, Convenience, and Corporate and All Other. During fiscal year 2024, the Company paid cash of $307.7 million for two acquisitions, which are reported in the Specialty segment and Corporate and All Other. Included below is information related to the purchase price allocation for the three acquisitions in fiscal 2026 and our material acquisition of Cheney Bros., Inc. (“Cheney Brothers”) in fiscal 2025.
52
Assets acquired and liabilities assumed are recognized at their respective fair values as of the acquisition date. The following table summarizes the purchase price allocation for each major class of assets acquired and liabilities assumed for the three acquisitions for fiscal 2026:
(In millions) Fiscal 2026
Net working capital $80.1
Goodwill 82.6
Intangible assets with definite lives:
Customer relationships 96.5
Trade names 28.8
Property, plant and equipment 91.7
Operating lease right-of-use assets 3.2
Other assets 5.0
Finance lease obligations (1.3)
Operating lease obligations (3.2)
Total purchase price $383.4
Intangible assets consist primarily of customer relationships and trade names with useful lives of five to eleven years, and a total weighted-average useful life of 9.7 years. The excess of the estimated fair value of the assets acquired and the liabilities assumed over consideration paid was recorded as $82.6 million of goodwill.
Cheney Brothers Acquisition
On October 8, 2024, PFG acquired Cheney Brothers for $2.0 billion, consisting of $1,978.6 million of cash consideration, net of cash received, and $32.4 million of deferred consideration payable to the seller over the next five years. As of June 27, 2026, the deferred consideration payable to the seller was $23.4 million. The cash consideration portion of the purchase price was financed with borrowings under the Company’s asset-based revolving credit facility.
Assets acquired and liabilities assumed are recognized at their respective fair values as of the acquisition date. The following table summarizes the purchase price allocation for each major class of assets acquired and liabilities assumed for the Cheney Brothers Acquisition:
(In millions) Cheney Brothers
Net working capital $ 241.6
Goodwill 744.9
Intangible assets with definite lives:
Customer relationships 485.0
Trade names 160.0
Property, plant and equipment 703.9
Operating lease right-of-use assets 15.3
Other assets 25.7
Deferred tax liabilities (267.4 )
Finance lease obligations (96.8 )
Operating lease obligations (6.7 )
Other long-term liabilities (26.9 )
Total purchase price $ 1,978.6
Intangible assets consist primarily of customer relationships and trade names with useful lives of ten to twelve years, and a total weighted-average useful life of 11.5 years. The excess of the estimated fair value of the assets acquired and the liabilities assumed over consideration paid was recorded as $744.9 million of goodwill.
The net sales and net loss related to Cheney Brothers recorded in the Company’s consolidated statements of operations for the fiscal year ended June 28, 2025, since the acquisition date of October 8, 2024 are $2.7 billion and $11.2 million, respectively. The net loss related to Cheney Brothers since the acquisition date was driven by depreciation and amortization of purchase accounting adjustments.
53
The following table summarizes the unaudited pro-forma consolidated financial information of the Company as if the acquisition had occurred on July 2, 2023.
Fiscal Year Ended
(In millions) June 28, 2025 June 29, 2024
Net sales $ 64,190.7 $ 61,564.5
Net income 365.2 325.2
These pro-forma results include nonrecurring pro-forma adjustments related to acquisition costs incurred, including the amortization of the step up in fair value of inventory acquired. The pro-forma net income for the fiscal year ended June 29, 2024 includes $75.6 million, after-tax, of acquisition costs assuming the acquisition had occurred on July 2, 2023. The recurring pro-forma adjustments include estimates of interest expense for the debt issued to finance the acquisition and estimates of depreciation and amortization associated with fair value adjustments for property, plant and equipment and intangible assets acquired.
These unaudited pro-forma results do not necessarily represent financial results that would have been achieved had the acquisition actually occurred on July 2, 2023 or future consolidated results of operations of the Company.
5. Goodwill and Other Intangible Assets
The Company recorded additions to goodwill in connection with its acquisitions. The goodwill is a result of expected synergies from combined operations of the acquisitions and the Company. The following table presents the changes in the carrying amount of goodwill:
(In millions) Foodservice Convenience Specialty Other Total
Balance as of June 29, 2024 $ 1,300.9 $ 884.1 $ 133.4 $ 99.9 $ 2,418.3
Acquisitions 1,052.5 11.2 — 3.1 1,066.8
Adjustments related to prior year acquisition (1) — — — (5.0 ) (5.0 )
Balance as of June 28, 2025 2,353.4 895.3 133.4 98.0 3,480.1
Acquisitions—current year 82.6 — — — 82.6
Adjustments related to prior year acquisition (1) 2.3 0.1 — (0.1 ) 2.3
Balance as of June 27, 2026 $ 2,438.3 $ 895.4 $ 133.4 $ 97.9 $ 3,565.0
(1)The fiscal 2025 and 2026 adjustments relate to prior year acquisitions and are the result of net working capital adjustments and deferred tax adjustments.
The following table presents the Company’s intangible assets by major category as of June 27, 2026 and June 28, 2025:
As of June 27, 2026 As of June 28, 2025
(In millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Range of Lives
Intangible assets with definite lives:
Customer relationships $ 2,498.2 $ (1,240.0 ) $ 1,258.2 $ 2,400.1 $ (1,065.5 ) $ 1,334.6 4 – 12 years
Trade names and trademarks $ 745.0 (507.5 ) 237.5 716.2 (422.9 ) 293.3 4 – 12 years
Deferred financing costs $ 97.9 (76.0 ) 21.9 97.9 (69.2 ) 28.7 Debt term
Non-compete $ 45.4 (44.7 ) 0.7 45.4 (41.6 ) 3.8 2 – 5 years
Technology $ 36.2 (35.5 ) 0.7 36.2 (33.7 ) 2.5 5 – 8 years
Total intangible assets with definite lives $ 3,422.7 $ (1,903.7 ) $ 1,519.0 $ 3,295.8 $ (1,632.9 ) $ 1,662.9
Intangible assets with indefinite lives:
Goodwill $ 3,565.0 $ — $ 3,565.0 $ 3,480.1 $ — $ 3,480.1 Indefinite
Trade names 25.6 — 25.6 25.6 — 25.6 Indefinite
Total intangible assets with indefinite lives $ 3,590.6 $ — $ 3,590.6 $ 3,505.7 $ — $ 3,505.7
54
For the intangible assets with definite lives, the Company recorded amortization expense of $278.8 million for fiscal 2026, $269.1 million for fiscal 2025, and $206.3 million for fiscal 2024. For the next five fiscal periods and thereafter, the estimated future amortization expense on intangible assets with definite lives are as follows:
(In millions)
2027 237.0
2028 205.0
2029 203.6
2030 196.1
2031 189.0
Thereafter 488.3
Total amortization expense $ 1,519.0
6. Concentration of Sales and Credit Risk
The Company had no customers that comprised more than 10% of consolidated net sales for fiscal 2026, fiscal 2025, or fiscal 2024. At June 27, 2026 and June 28, 2025, the Company had no customers that comprised more than 10% of consolidated accounts receivable. The Company maintains an allowance for doubtful accounts for which details are disclosed in the accounts receivable portion of Note 2. Summary of Significant Accounting Policies and Estimates—Accounts Receivable.
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of trade accounts receivable. The Company’s customer base includes a large number of individual restaurants, national and regional chain restaurants, vending distributors, theaters, retailers, and national, regional, and independent convenience stores. The credit risk associated with accounts receivable is minimized by the Company’s large and diverse customer base and ongoing monitoring of customer creditworthiness.
7. Property, Plant, and Equipment
Property, plant, and equipment as of June 27, 2026 and June 28, 2025 consisted of the following:
(In millions) As of June 27, 2026 As of June 28, 2025 Range of Lives
Buildings and building improvements $ 2,360.4 $ 2,124.8 10 – 39 years
Land 176.6 185.3 —
Transportation equipment 2,453.9 2,063.0 2 – 19 years
Warehouse and plant equipment 1,046.1 930.8 2 – 20 years
Office equipment, furniture, and fixtures 561.0 516.5 2 – 10 years
Leasehold improvements 548.5 463.8 Lease term(1)
Construction-in-process 169.8 271.1
7,316.3 6,555.3
Less: accumulated depreciation and amortization (2,531.4 ) (2,096.6 )
Property, plant and equipment, net $ 4,784.9 $ 4,458.7
(1)Leasehold improvements are depreciated over the shorter of the useful life of the asset or the lease term.
Total depreciation expense for fiscal 2026, fiscal 2025, and fiscal 2024 was $541.9 million, $455.3 million, and $355.2 million, respectively, and is included in operating expenses on the consolidated statements of operations.
8. Debt
The Company is a holding company and conducts its operations through its subsidiaries, which have incurred or guaranteed indebtedness as described below.
55
Debt consisted of the following:
(In millions) As of June 27, 2026 As of June 28, 2025
Credit Agreement $ 1,971.0 $ 2,355.0
5.500% Notes due 2027, effective interest rate 5.930% - 1,060.0
4.250% Notes due 2029, effective interest rate 4.439% 1,000.0 1,000.0
6.125% Notes due 2032, effective interest rate 6.286% 1,000.0 1,000.0
5.625% Notes due 2034, effective interest rate 5.785% 1,060.0 -
Less: Original issue discount and deferred financing costs (24.2 ) (26.2 )
Long-term debt 5,006.8 5,388.8
Less: current installments — —
Total debt, excluding current installments $ 5,006.8 $ 5,388.8
Credit Agreement
PFGC, Inc. (“PFGC”), a wholly-owned subsidiary of the Company, and Performance Food Group, Inc., a wholly-owned subsidiary of PFGC, are parties to the Sixth Amended and Restated Credit Agreement, dated September 9, 2024 (the “ABL Facility”), with Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, and the other lenders party thereto. The ABL Facility has an aggregate principal amount available of $5.0 billion and matures September 9, 2029. The ABL Facility also provides for up to $1.0 billion of uncommitted incremental facilities. The terms of any such incremental facility shall be agreed between Performance Food Group, Inc. and the lenders providing the new commitments, subject to certain limitations set forth in the ABL Facility.
Performance Food Group, Inc. is the lead borrower under the ABL Facility, which is jointly and severally guaranteed by, and secured by the majority of the assets of, PFGC and all material domestic direct and indirect wholly-owned subsidiaries of PFGC (other than the captive insurance subsidiary and other excluded subsidiaries). Availability for loans and letters of credit under the ABL Facility is governed by a borrowing base, determined by the application of specified advance rates against eligible assets, including trade accounts receivable, inventory, owned real property, and owned transportation equipment. The borrowing base is reduced quarterly by a cumulative fraction of the real property and transportation equipment values. Advances on accounts receivable and inventory are subject to change based on periodic commercial finance examinations and appraisals, and the real property and transportation equipment values included in the borrowing base are subject to change based on periodic appraisals. Audits and appraisals are conducted at the direction of the administrative agent for the benefit and on behalf of all lenders.
Borrowings under the ABL Facility bear interest, at Performance Food Group, Inc.’s option, at (a) the Base Rate (defined as the greatest of (i) a floor rate of 0.00%, (ii) the federal funds rate in effect on such date plus 0.5%, (iii) the prime rate on such day, or (iv) one month Term SOFR plus 1.0%) plus a spread or (b) Adjusted Term SOFR plus a spread. The ABL Facility also provides for an unused commitment fee at a rate of 0.250% per annum.
The following table summarizes outstanding borrowings, availability, and the average interest rate under the ABL Facility:
(Dollars in millions) As of June 27, 2026 As of June 28, 2025
Aggregate borrowings $ 1,971.0 $ 2,355.0
Letters of credit 160.3 171.4
Excess availability, net of lenders’ reserves of $137.2 and $106.0 2,868.7 2,473.6
Average interest rate, excluding impact of interest rate swaps 5.49 % 5.86 %
The ABL Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if Alternate Availability (as defined in the ABL Facility) falls below the greater of (i) $375.0 million and (ii) 10% of the lesser of the borrowing base and the sum of (a) the aggregate commitments plus (b) any outstanding term loans for five consecutive business days. The ABL Facility also contains customary restrictive covenants that include, but are not limited to, restrictions on the loan parties' and their subsidiaries’ abilities to incur additional indebtedness, pay dividends, create liens, make investments, make prepayments, redemptions, or defeasances prior to the maturity of certain restricted debt and dispose of assets. The ABL Facility provides for customary events of default, including payment defaults and cross-defaults on other material indebtedness. If an event of default occurs and is continuing, amounts due under the ABL Facility may be accelerated and the rights and remedies of the lenders may be exercised, including rights with respect to the collateral securing the obligations under such agreement.
Senior Notes due 2027
On September 27, 2019, PFG Escrow Corporation, a wholly-owned subsidiary of PFGC, issued and sold $1,060.0 million aggregate principal amount of its 5.500% Senior Notes due 2027 (the “Notes due 2027”). As described below, Performance Food
56
Group, Inc. issued and sold $1,060.0 million aggregate principal of its 5.625% Senior Notes due 2034 and used the proceeds, along with additional ABL Facility borrowings, to redeem the Notes due 2027 in full. A significant portion of this redemption was considered a modification in accordance with FASB ASC 470-50, Debt-Modifications and Extinguishments, and, as a result, $7.0 million of unamortized deferred financing costs for the Notes due 2027 was deferred as deferred financing costs of the Notes due 2034. In addition, $5.9 million of third-party fees, related to the pro-rata portion of the Notes due 2034 considered a modification from the redemption was expensed within operating expenses. A portion of this redemption was considered an extinguishment, resulting in a $2.1 million loss on extinguishment of debt within interest expense from fees paid and the write-off of the pro-rata portion of its unamortized deferred financing costs.
Senior Notes due 2029
On July 26, 2021, Performance Food Group, Inc. issued and sold $1.0 billion aggregate principal amount of its 4.250% Senior Notes due 2029 (the “Notes due 2029”). The Notes due 2029 are jointly and severally guaranteed on a senior unsecured basis by PFGC and all domestic direct and indirect wholly-owned subsidiaries of PFGC (other than captive insurance subsidiaries and other excluded subsidiaries). The Notes due 2029 are not guaranteed by the Company.
The proceeds from the Notes due 2029 were used to pay down the outstanding balance of a prior credit agreement, to redeem the 5.500% Senior Notes due 2024, and to pay the fees, expenses, and other transaction costs incurred in connection with the Notes due 2029.
The Notes due 2029 were issued at 100.0% of their par value. The Notes due 2029 mature on August 1, 2029, and bear interest at a rate of 4.250% per year, payable semi-annually in arrears.
Upon the occurrence of a change of control triggering event or upon the sale of certain assets in which Performance Food Group, Inc. does not apply the proceeds as required, the holders of the Notes due 2029 will have the right to require Performance Food Group, Inc. to repurchase each holder’s Notes due 2029 at a price equal to 101% (in the case of a change of control triggering event) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest. As of June 27, 2026, Performance Food Group, Inc. could have redeemed all or part of the Notes due 2029 at a redemption price equal to 101.163% of the principal amount redeemed, plus accrued and unpaid interest. The redemption price decreased to 100% of the principal amount redeemed on August 1, 2026.
The indenture governing the Notes due 2029 contains covenants limiting, among other things, PFGC’s and its restricted subsidiaries’ ability to incur or guarantee additional debt or issue disqualified stock or preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; incur certain liens; enter into transactions with affiliates; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; create certain restrictions on the ability of PFGC’s restricted subsidiaries to make dividends or other payments to PFGC; designate restricted subsidiaries as unrestricted subsidiaries; and transfer or sell certain assets. These covenants are subject to a number of important exceptions and qualifications. The Notes due 2029 also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes due 2029 to become or be declared due and payable.
Senior Notes due 2032
On September 12, 2024, Performance Food Group, Inc. issued and sold $1.0 billion aggregate principal amount of its 6.125% Senior Notes due 2032 (the “Notes due 2032”). The Notes due 2032 are jointly and severally guaranteed on a senior unsecured basis by PFGC and all domestic direct and indirect wholly-owned subsidiaries of PFGC (other than captive insurance subsidiaries and other excluded subsidiaries). The Notes due 2032 are not guaranteed by the Company.
The Company intended to use the proceeds from the Notes due 2032, together with borrowings under the ABL Facility, to finance the cash consideration in connection with the Cheney Brothers Acquisition and to pay the fees, expenses, and other transaction costs incurred in connection with the Notes due 2032. However, since there was no requirement to hold the funds in escrow until the Cheney Brothers Acquisition closed, the net proceeds for the Notes due 2032 were initially used to pay down a portion of the outstanding balance of the ABL Facility. The Company subsequently funded the cash consideration for the Cheney Brothers Acquisition with borrowings under the ABL Facility.
The Notes due 2032 were issued at 100.0% of their par value. The Notes due 2032 mature on September 15, 2032, and bear interest at a rate of 6.125% per year, payable semi-annually in arrears.
Upon the occurrence of a change of control triggering event or upon the sale of certain assets in which Performance Food Group, Inc. does not apply the proceeds as required, the holders of the Notes due 2032 will have the right to require Performance Food Group, Inc. to repurchase each holder’s Notes due 2032 at a price equal to 101% (in the case of a change of control triggering event) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest. Performance Food Group, Inc. may redeem all or a part of the Notes due 2032 at any time prior to September 15, 2027, at a redemption price equal to 100% of the principal amount of the Notes due 2032 being redeemed plus a make-whole premium as defined in the indenture governing the Notes
57
due 2032 and accrued and unpaid interest. In addition, beginning on September 15, 2027, Performance Food Group, Inc. may redeem all or a part of the Notes due 2032 at a redemption price equal to 103.063% of the principal amount redeemed, plus accrued and unpaid interest. The redemption price decreases to 101.531% and 100% of the principal amount redeemed on September 15, 2028, and September 15, 2029, respectively. In addition, at any time prior to September 15, 2027, Performance Food Group, Inc. may redeem up to 40% of the Notes due 2032 from the proceeds of certain equity offerings at a redemption price equal to 106.125% of the principal amount thereof, plus accrued and unpaid interest.
The indenture governing the Notes due 2032 contains covenants limiting, among other things, PFGC’s and its restricted subsidiaries’ ability to incur or guarantee additional debt or issue disqualified stock or preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; incur certain liens; enter into transactions with affiliates; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; create certain restrictions on the ability of PFGC’s restricted subsidiaries to make dividends or other payments to PFGC; designate restricted subsidiaries as unrestricted subsidiaries; and transfer or sell certain assets. These covenants are subject to a number of important exceptions and qualifications. The Notes due 2032 also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes due 2032 to become or be declared due and payable.
Senior Notes due 2034
On February 19, 2026, Performance Food Group, Inc. issued and sold $1,060.0 million aggregate principal amount of its 5.625% Senior Notes due 2034 (the “Notes due 2034”). The Notes due 2034 are jointly and severally guaranteed on a senior unsecured basis by PFGC and all domestic direct and indirect wholly-owned subsidiaries of PFGC (other than captive insurance subsidiaries and other excluded subsidiaries). The Notes due 2034 are not guaranteed by the Company.
The proceeds from the Notes due 2034, along with additional borrowings under the ABL Facility, were used to redeem the Notes due 2027, and to pay the fees, expenses, and other transaction costs incurred in connection with the issuance of the Notes due 2034.
The Notes due 2034 were issued at 100.0% of their par value. The Notes due 2034 mature on March 1, 2034, and bear interest at a rate of 5.625% per year, payable semi-annually in arrears.
Upon the occurrence of a change of control triggering event or upon the sale of certain assets in which Performance Food Group, Inc. does not apply the proceeds as required, the holders of the Notes due 2034 will have the right to require Performance Food Group, Inc. to repurchase each holder’s Notes due 2034 at a price equal to 101% (in the case of a change of control triggering event) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest. Performance Food Group, Inc. may redeem all or a part of the Notes due 2034 at any time prior to March 1, 2029, at a redemption price equal to 100% of the principal amount of the Notes due 2034 being redeemed plus a make-whole premium as defined in the indenture governing the Notes due 2034 and accrued and unpaid interest. In addition, beginning on March 1, 2029, Performance Food Group, Inc. may redeem all or a part of the Notes due 2034 at a redemption price equal to 102.813% of the principal amount redeemed, plus accrued and unpaid interest. The redemption price decreases to 101.406% and 100% of the principal amount redeemed on March 1, 2030, and March 1, 2031, respectively. In addition, at any time prior to March 1, 2029, Performance Food Group, Inc. may redeem up to 40% of the Notes due 2034 from the proceeds of certain equity offerings at a redemption price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest.
The indenture governing the Notes due 2034 contains covenants limiting, among other things, PFGC’s and its restricted subsidiaries’ ability to incur or guarantee additional debt or issue disqualified stock or preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; incur certain liens; enter into transactions with affiliates; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; create certain restrictions on the ability of PFGC’s restricted subsidiaries to make dividends or other payments to PFGC; designate restricted subsidiaries as unrestricted subsidiaries; and transfer or sell certain assets. These covenants are subject to a number of important exceptions and qualifications. The Notes due 2034 also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes due 2034 to become or be declared due and payable.
The ABL Facility and the indentures governing the Notes due 2029, the Notes due 2032, and the Notes due 2034 contain customary restrictive covenants under which all of the net assets of PFGC and its subsidiaries were restricted from distribution to Performance Food Group Company, except for approximately $1,993.7 million of restricted payment capacity available under such debt agreements, as of June 27, 2026. Such minimum estimated restricted payment capacity is calculated based on the most restrictive of our debt agreements and may fluctuate from period to period, which fluctuations may be material. Our restricted payment capacity under other debt instruments to which the Company is subject may be materially higher than the foregoing estimate.
58
Fiscal year maturities of long-term debt, excluding finance lease obligations, are as follows:
(In millions)
2027 $ —
2028 —
2029 —
2030 2,971.0
2031 —
Thereafter 2,060.0
Total long-term debt, excluding finance lease obligations $ 5,031.0
9.Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives
In the normal course of business, the Company is exposed primarily to interest rate and diesel fuel price fluctuations. The Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates and diesel fuel costs. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and payments related to the Company’s borrowings and diesel fuel purchases.
The entire change in the fair value of derivatives that are both designated and qualify as cash flow hedges is recorded in other comprehensive income and subsequently reclassified into earnings in the period that the hedged transaction occurs. For derivatives that do not qualify as cash flow hedges or where the Company has elected not to apply hedge accounting, changes in the fair value of the derivative are recorded in the period of change as gains or losses within other, net on the consolidated statements of operations.
Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. Since the Company has a substantial portion of its debt in variable-rate instruments, it accomplishes this objective with interest rate swaps. These swaps are designated as cash flow hedges and involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. All of the Company’s interest rate swaps are designated and qualify as cash flow hedges.
As of June 27, 2026, Performance Food Group, Inc. had two interest rate swaps with a combined $150.0 million notional amount. The following table summarizes the outstanding swap agreements as of June 27, 2026 (in millions):
Effective Date Maturity Date Notional Amount Fixed Rate Swapped
December 16, 2024 December 15, 2027 $ 100.0 3.14 %
December 16, 2024 December 15, 2027 $ 50.0 3.59 %
The table below presents the effect of the interest rate swaps designated in hedging relationships on the consolidated statements of operations for the fiscal years ended June 27, 2026, June 28, 2025, and June 29, 2024:
(In millions) Fiscal Year Ended June 27, 2026 Fiscal Year Ended June 28, 2025 Fiscal Year Ended June 29, 2024
Amount of (gain) loss recognized in OCI, pre-tax $ (1.7 ) $ 1.8 $ (4.5 )
Tax expense (benefit) 0.4 (0.5 ) 1.1
Amount of (gain) loss recognized in OCI, after-tax $ (1.3 ) $ 1.3 $ (3.4 )
Amount of gain reclassified from OCI into interest expense, pre-tax $ 0.9 $ 7.9 $ 16.1
Tax expense (0.2 ) (2.0 ) (4.1 )
Amount of gain reclassified from OCI into interest expense, after-tax $ 0.7 $ 5.9 $ 12.0
Total interest expense $ 413.7 $ 358.4 $ 232.2
As hedged interest payments are made on the Company’s debt, amounts are reclassified from accumulated other comprehensive income (loss) to interest expense. During the next twelve months, the Company estimates that gains of approximately $0.9 million will be reclassified to interest expense.
59
Hedges of Forecasted Diesel Fuel Purchases
From time to time, the Company enters into costless collar or swaps to manage its exposure to variability in cash flows expected to be paid for its forecasted purchases of diesel fuel. As of June 27, 2026, Performance Food Group, Inc. had four outstanding fuel collar contracts, with an aggregate 16.3 million-gallon original notional amount of which an aggregate 4.1 million-gallon notional was remaining. The remaining 4.1 million gallon forecasted purchases of diesel fuel are expected to be made between June 28, 2026 and December 31, 2026. Additionally, subsequent to June 27, 2026, the Company entered into a fuel swap with an aggregate 12.0 million gallon notional for forecasted purchases of diesel fuel expected to be made between July 1, 2026 and June 30, 2027 at a fixed price of $4.46 per gallon.
The Company does not designate its fuel collar derivative instruments as hedges under ASC 815, Derivatives and Hedging. Accordingly, the instruments are recorded at fair value on the consolidated balance sheets, with all changes in fair value recognized as gains and losses in other, net on the consolidated statements of operations. During fiscal 2026 and 2024, the Company recognized net gains on fuel collar derivatives of $9.5 million and $1.8 million, respectively, while during fiscal 2025, the Company recognized a net loss of $0.2 million. The Company received net cash settlements of $6.4 million in fiscal 2026 and made net cash settlement payments of $0.7 million and $1.9 million in fiscal 2025 and 2024, respectively.
The Company does not currently have a payable or receivable related to cash collateral for its derivatives, and therefore it has not established an accounting policy for offsetting the fair value of its derivatives against such balances. The table below presents the fair value of the derivative financial instruments as well as their classification on the balance sheet as of June 27, 2026 and June 28, 2025:
(In millions) Balance Sheet Location Fair Value as of June 27, 2026 Fair Value as of June 28, 2025
Assets
Derivatives designated as hedges:
Interest rate swaps Prepaid expenses and other current assets $ 0.8 $ 0.8
Interest rate swaps Other assets 0.5 —
Derivatives not designated as hedges:
Diesel fuel derivative instruments Prepaid expenses and other current assets $ 3.0 $ 0.1
Other derivative instruments Prepaid expenses and other current assets 0.7 0.2
Total assets $ 5.0 $ 1.1
Liabilities
Derivatives designated as hedges:
Interest rate swaps Other long-term liabilities — 0.3
Derivatives not designated as hedges:
Diesel fuel derivative instruments Accrued expenses and other current liabilities — $ 0.2
Total liabilities $ — $ 0.5
All of the Company’s derivative contracts are subject to a master netting arrangement with the respective counterparties that provide for the net settlement of all derivative contracts in the event of default or upon the occurrence of certain termination events. Upon exercise of termination rights by the non-defaulting party (i) all transactions are terminated, (ii) all transactions are valued and the positive value or “in the money” transactions are netted against the negative value or “out of the money” transactions, and (iii) the only remaining payment obligation is of one of the parties to pay the netted termination amount.
The Company has elected to present the derivative assets and derivative liabilities on the balance sheet on a gross basis for periods ended June 27, 2026 and June 28, 2025. The tables below present the derivative assets and liability balance, before and after the effects of offsetting, as of June 27, 2026 and June 28, 2025:
June 27, 2026 June 28, 2025
(In millions) Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amounts Gross Amounts Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Subject to Netting Agreements Net Amounts
Total asset derivatives: $ 5.0 $ — $ 5.0 $ 1.1 $ (0.3 ) $ 0.8
Total liability derivatives: — — — (0.5 ) 0.3 (0.2 )
60
The derivative instruments are the only assets or liabilities that are recorded at fair value on a recurring basis. The fuel collars represent Level 2 on the fair value hierarchy because they are not actively traded and are valued using pricing models that utilize observable market inputs including commodity prices. The fair values of the Company’s interest rate swap agreements are determined using a valuation model with several inputs and assumptions, some of which may be unobservable. A specific unobservable input used by the Company in determining the fair value of its interest rate swaps is an estimation of both the unsecured borrowing spread to SOFR for the Company as well as that of the derivative counterparties. Based on the lack of significance of this estimated spread component to the overall value of the Company’s interest rate swaps, the Company has concluded that these swaps represent Level 2 on the hierarchy.
Credit-Risk-Related Contingent Features
The Company has agreements with each of its derivative counterparties that provide that if the Company either defaults or is capable of being declared in default on any of its indebtedness, the Company can also be declared in default on its derivative obligations.
10. Insurance Program Liabilities
The Company maintains high-deductible insurance programs covering portions of general and vehicle liability, workers’ compensation, and group medical insurance. The amounts in excess of self-insured levels are fully insured by third-party insurance carriers, subject to certain limitations. A summary of the activity in all types of deductible liabilities appears below:
(In millions) Fiscal Year Ended June 27, 2026 Fiscal Year Ended June 28, 2025 Fiscal Year Ended June 29, 2024
Net balance at beginning of year $ 342.0 $ 272.2 $ 243.1
Additional liabilities assumed in connection with an acquisition — 29.6 —
Charged to costs and expenses 554.4 505.7 425.0
Payments (487.4 ) (465.5 ) (395.9 )
Net balance at end of year 409.0 342.0 272.2
Reinsurance recoverables 22.0 — —
Gross balance at end of year $ 431.0 $ 342.0 $ 272.2
11. Fair Value of Financial Instruments
The carrying values of cash, accounts receivable, outstanding checks in excess of deposits, trade accounts payable, and accrued expenses approximate their fair values because of the relatively short maturities of those instruments. The derivative assets and liabilities are recorded at fair value on the balance sheet. The fair value of long-term debt, which has a carrying value of $5,006.8 million and $5,388.8 million, is $4,987.7 million and $5,399.7 million at June 27, 2026 and June 28, 2025, respectively, and is determined by reviewing current market pricing related to comparable debt issued at the time of the balance sheet date, and is considered a Level 2 measurement.
12. Leases
The Company determines if an arrangement is a lease at inception and recognizes a financing or operating lease liability and right-of-use asset in the Company’s consolidated balance sheet. Right-of-use assets and lease liabilities for both operating and finance leases are recognized based on the present value of lease payments over the lease term at commencement date. When the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. This rate was determined by using the yield curve based on the Company’s credit rating adjusted for the Company’s specific debt profile and secured debt risk. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The lease expenses for these short-term leases are recognized on a straight-line basis over the lease term. The Company has several lease agreements that contain lease and non-lease components, such as maintenance, taxes, and insurance, which are accounted for separately. The difference between the operating lease right-of-use assets and operating lease liabilities primarily relates to adjustments for deferred rent, favorable leases, and prepaid rent.
Subsidiaries of the Company have entered into numerous operating and finance leases for various warehouses, office facilities, equipment, tractors, and trailers. Our leases have remaining lease terms of one year to 25 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within one year. Certain full-service fleet lease agreements include variable lease payments associated with usage, which are recorded and paid as incurred. When calculating lease liabilities, lease terms will include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
61
Certain of the leases for tractors, trailers, and other vehicles and equipment provide for residual value guarantees to the lessors. Circumstances that would require the subsidiary to perform under the guarantees include either (1) default on the leases with the leased assets being sold for less than the specified residual values in the lease agreements, or (2) decisions not to purchase the assets at the end of the lease terms combined with the sale of the assets, with sales proceeds less than the residual value of the leased assets specified in the lease agreements. Residual value guarantees under these operating lease agreements typically range between 6% and 20% of the value of the leased assets at inception of the lease. These leases have original terms ranging from five to 10 years and are set to expire at various dates ranging from 2026 to 2032. As of June 27, 2026, the undiscounted maximum amount of potential future payments for lease residual value guarantees totaled approximately $7.1 million, which would be mitigated by the fair value of the leased assets at lease expiration.
The following table presents the location of the right-of-use assets and lease liabilities in the Company’s consolidated balance sheet as of June 27, 2026 and June 28, 2025 (in millions), as well as the weighted-average lease term and discount rate for the Company’s leases:
Leases Consolidated Balance Sheet Location As of June 27, 2026 As of June 28, 2025
Assets:
Operating Operating lease right-of-use assets $ 898.5 $ 933.8
Finance Property, plant and equipment, net 1,806.4 1,614.7
Total lease assets $ 2,704.9 $ 2,548.5
Liabilities:
Current
Operating Operating lease obligations—current installments $ 108.5 $ 104.5
Finance Finance lease obligations—current installments 265.4 221.9
Non-current
Operating Operating lease obligations, excluding current installments 864.6 900.7
Finance Finance lease obligations, excluding current installments 1,537.2 1,379.9
Total lease liabilities $ 2,775.7 $ 2,607.0
Weighted average remaining lease term
Operating leases 10.1 years 10.7 years
Finance leases 9.3 years 9.8 years
Weighted average discount rate
Operating leases 5.6 % 5.6 %
Finance leases 5.7 % 5.7 %
The following table presents the location of lease costs in the Company consolidated statements of operations for the periods reported (in millions):
Fiscal Year Ended
Lease Cost Statement of Operations Location June 27, 2026 June 28, 2025 June 29, 2024
Finance lease cost:
Amortization of finance lease assets Operating expenses $ 243.6 $ 186.5 $ 118.5
Interest on lease liabilities Interest expense 98.5 63.2 33.8
Total finance lease cost $ 342.1 $ 249.7 $ 152.3
Operating lease cost Operating expenses 170.2 172.5 161.4
Short-term lease cost Operating expenses 52.9 55.7 60.2
Total lease cost $ 565.2 $ 477.9 $ 373.9
Supplemental cash flow information related to leases for the periods reported is as follows:
Fiscal Year Ended
June 27, 2026 June 28, 2025 June 29, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 157.8 $ 158.1 $ 147.3
Operating cash flows from finance leases 98.5 63.2 33.8
Financing cash flows from finance leases 241.6 188.0 122.2
Right-of-use assets obtained in exchange for lease obligations:
Operating leases 72.5 175.7 290.6
Finance leases 441.1 842.0 412.4
62
Future minimum lease payments under non-cancelable leases as of June 27, 2026, are as follows (in millions):
Fiscal Year Operating Leases Finance Leases
2027 $ 161.4 $ 361.3
2028 152.5 330.4
2029 138.1 306.4
2030 124.3 279.0
2031 112.4 243.7
Thereafter 636.8 931.7
Total future minimum lease payments $ 1,325.5 $ 2,452.5
Less: Interest 352.4 649.9
Present value of future minimum lease payments $ 973.1 $ 1,802.6
As of June 27, 2026, the Company had additional operating and finance leases that had not yet commenced which total $8.5 million in future minimum lease payments. These leases relate primarily to fleet leases expected to commence in fiscal 2027 with lease terms of six to eight years.
13. Income Taxes
The determination of the Company’s overall effective tax rate requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. The effective tax rate reflects the income earned and taxed in various federal, state, and foreign jurisdictions. Tax law changes, increases and decreases in temporary and permanent differences between book and tax items, tax credits, and the Company’s change in income in each jurisdiction all affect the overall effective tax rate. It is the Company’s practice to recognize interest and penalties related to uncertain tax positions in income tax expense.
The components of earnings before income taxes, by tax jurisdiction, are as follows:
For the Fiscal Year Ended
(In millions) June 27, 2026 June 28, 2025 June 29, 2024
United States $ 479.0 $ 461.6 $ 579.6
Foreign 6.8 (2.8 ) 17.2
Income before income tax expense $ 485.8 $ 458.8 $ 596.8
Income tax expense for fiscal 2026, fiscal 2025, and fiscal 2024 consisted of the following:
For the Fiscal Year Ended
(In millions) June 27, 2026 June 28, 2025 June 29, 2024
Current income tax expense:
Federal $ 2.7 $ 79.2 $ 109.2
State 21.6 27.9 36.2
Foreign 10.2 11.7 4.8
Total current income tax expense 34.5 118.8 150.2
Deferred income tax expense (benefit):
Federal 100.5 10.5 10.3
State 3.4 2.6 0.2
Foreign (11.9 ) (13.3 ) 0.2
Total deferred income tax expense (benefit) 92.0 (0.2 ) 10.7
Total income tax expense, net $ 126.5 $ 118.6 $ 160.9
On July 4, 2025, Public Law No. 119-21, referred to as the One Big Beautiful Bill Act (the “Act”), was enacted into law. The Act includes changes to U.S. tax law that are applicable to the Company in fiscal 2025 and in future tax years, including 100% bonus depreciation on qualified property, immediate expensing of domestic research costs and modification of the business interest expense limitation. The effects of the Act result in a beneficial cash flow impact and minimal impact to the effective tax rate.
The Company has elected to adopt the guidance in ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), prospectively. For fiscal year 2026, ASU 2023-09 requires an expanded view of the rate reconciliation as well as a summary of income taxes paid in significant jurisdictions. The tables below represent the new standard for fiscal year 2026 and revert to prior guidance for comparative fiscal years.
63
A reconciliation of income taxes at the federal statutory corporate rate to the effective rate is as follows:
For the Fiscal Year Ended June 27, 2026
(In millions) Amount Percent
US federal statutory income tax rate $ 102.0 21.0 %
State and local income taxes, net of federal income tax effect(1) 20.6 4.2
Foreign tax effects 3.4 0.7
Effect of cross-border tax laws (0.2 ) —
Tax credits:
Foreign tax credit (7.6 ) (1.6 )
Other (3.8 ) (0.8 )
Changes in valuation allowance 6.3 1.3
Nontaxable or nondeductible items:
Stock-based compensation (11.0 ) (2.3 )
Non-deductible compensation 9.4 1.9
Other 7.4 1.6
Changes in unrecognized tax benefits — —
Effective income tax rate $ 126.5 26.0 %
(1)State taxes in California, Florida, Tennessee, Texas, and Oregon make up the majority of the tax effect in this category.
The Company’s effective income tax rate for continuing operations for fiscal 2025 and fiscal 2024 was 25.8% and 27.0%, respectively. Actual income tax expense differs from the amount computed by applying the applicable U.S. federal statutory corporate income tax rate of 21% in fiscal 2025 and fiscal 2024 to earnings before income taxes as follows:
For the Fiscal Year Ended
(In millions) June 28, 2025 June 29, 2024
Federal income tax expense computed at statutory rate $ 96.3 $ 125.3
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal income tax benefit 27.3 30.0
Non-deductible expenses and other 15.3 10.9
Valuation allowance 7.5 (0.6 )
Foreign taxes 4.3 5.2
Tax credits (18.9 ) (5.8 )
Stock-based compensation (13.7 ) (4.5 )
Other 0.5 0.4
Total income tax expense, net $ 118.6 $ 160.9
64
The Company’s income taxes paid (net of refunds received), are as follows:
(In millions) For the Fiscal Year Ended June 27, 2026
Federal $ (23.2 )
US state and local:
California 2.6
Texas 1.6
Oregon 1.3
North Carolina 1.0
Minnesota 1.0
Michigan 0.9
New York 0.9
Illinois 0.9
New Jersey 0.8
South Carolina 0.7
Massachusetts 0.7
Kentucky 0.6
Tennessee 0.5
Other 3.8
Total US state and local 17.3
Foreign:
Puerto Rico 11.3
Canada 2.8
Other 0.3
Total foreign 14.4
Income taxes (net of refunds received) $ 8.5
Deferred income taxes are recorded based upon the tax effects of differences between the financial statement and tax bases of assets and liabilities and available tax loss and credit carryforwards. Temporary differences and carry-forwards that created significant deferred tax assets and liabilities were as follows:
(In millions) As of June 27, 2026 As of June 28, 2025
Deferred tax assets:
Lease obligations $ 170.2 $ 151.5
Accrued employee benefits 25.0 26.9
Tax credit carry-forwards 17.4 9.8
Allowance for doubtful accounts 13.6 13.5
Other assets, including interest expense limitation 10.3 23.2
Insurance reserves 10.2 7.1
Stock-based compensation 7.1 7.5
Net operating loss carry-forwards 6.5 7.2
Other comprehensive income 1.1 0.9
Total gross deferred tax assets 261.4 247.6
Less: Valuation allowance (19.0 ) (11.8 )
Total net deferred tax assets 242.4 235.8
Deferred tax liabilities:
Property, plant, and equipment 606.7 502.5
Basis difference in intangible assets 312.7 345.8
Right of use assets 163.1 144.4
Inventories 104.3 101.9
Prepaid expenses 26.2 24.0
Other Liabilities 4.2 4.3
Total deferred tax liabilities 1,217.2 1,122.9
Total net deferred income tax liability $ 974.8 $ 887.1
65
A valuation allowance has been provided against certain tax credit carryforwards and certain net operating losses which are not likely to be realized due to limitations on utilization. The Company believes that it is more likely than not that the remaining deferred tax assets will be realized.
As of June 27, 2026, substantially all federal, state and local, and foreign income tax matters have been concluded for years prior to fiscal year 2022.
We intend to indefinitely reinvest income of our foreign operations and, as a result, no material accruals have been made with respect to the tax effects of unremitted earnings from these reinvested foreign earnings, including impacts of outside basis differences and withholding taxes.
Since the Organization for Economic Co-operation and Development (“OECD”) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (“Framework”) in 2021, a number of countries have begun to enact legislation to implement the Framework, including the Pillar Two minimum tax regime. Of the regions in which we operate, Canada has implemented the Pillar Two framework effective January 1, 2024. Our subsidiaries were not subject to Pillar Two minimum tax in fiscal 2026 under the applicable safe harbor rules. The Company continues to monitor legislative developments in the regions in which we operate and to evaluate the potential impact of the Framework on future periods.
14. Retirement Plans
Employee Savings Plans
The Company sponsors the Performance Food Group Employee Savings Plan (the “401(k) Plan”). Eligible U.S. and Canadian employees participating in the 401(k) Plan may elect to contribute between 1% and 50% of their qualified compensation, up to a maximum dollar amount as specified by the provisions of the Internal Revenue Code in the U.S. or Income Tax Act in Canada, as applicable. The Company matched 100% of the first 3.5% of the employee contributions, resulting in matching contributions of $67.8 million for fiscal 2026, $58.1 million for fiscal 2025, and $52.7 million for fiscal 2024.
15. Commitments and Contingencies
Purchase Obligations
The Company had outstanding contracts and purchase orders of $193.2 million related to capital projects and services at June 27, 2026. Amounts due under these contracts were not included on the Company’s consolidated balance sheet as of June 27, 2026.
Guarantees
The Company from time to time enters into certain types of contracts that contingently require it to indemnify various parties against claims from third parties. These contracts primarily relate to: (i) certain real estate leases under which subsidiaries of the Company may be required to indemnify property owners for environmental and other liabilities and other claims arising from their use of the applicable premises; (ii) certain agreements with the Company’s officers, directors, and employees under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationship; and (iii) customer agreements under which the Company may be required to indemnify customers for certain claims brought against them with respect to the supplied products. Generally, a maximum obligation under these contracts is not explicitly stated. Because the obligated amounts associated with these types of agreements are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, the Company has not been required to make payments under these obligations and, therefore, no liabilities have been recorded for these obligations in the Company’s consolidated balance sheets.
Litigation
The Company is engaged in various legal proceedings that have arisen but have not been fully adjudicated. The likelihood of loss arising from these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable. When losses are probable and reasonably estimable, they have been accrued. Based on estimates of the range of potential losses associated with these matters, management does not believe that the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the Company. However, the final results of legal proceedings cannot be predicted with certainty and, if the Company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the Company’s current estimates of the range of potential losses, the Company’s consolidated financial position or results of operations could be materially adversely affected in future periods.
JUUL Labs, Inc. Marketing Sales Practices, and Products Liability Litigation. In October 2019, a Multidistrict Litigation action (“MDL”) was initiated in order to centralize litigation against JUUL Labs, Inc. (“JUUL”) and other parties in connection with JUUL’s e-cigarettes and related devices and components in the United States District Court for the Northern District of California. On March
66
11, 2020, counsel for plaintiffs and the Plaintiffs’ Steering Committee filed a Master Complaint in the MDL (“Master Complaint”) naming, among several other entities and individuals including JUUL, Altria Group, Inc., Philip Morris USA, Inc., Altria Client Services LLC, Altria Group Distribution Company, Altria Enterprises LLC, certain members of management and/or individual investors in JUUL, various e-liquid manufacturers, and various retailers, including the Company’s subsidiaries Eby-Brown Company LLC (“Eby-Brown”) and Core-Mark Holding Company, Inc. (“Core-Mark”), as defendants. The Master Complaint also named additional distributors of JUUL products (collectively with Eby-Brown and Core-Mark, the “Distributor Defendants”). The Master Complaint contains various state law claims and alleges that the Distributor Defendants: (i) failed to disclose JUUL’s nicotine contents or the risks associated; (ii) pushed a product designed for a youth market; (iii) engaged with JUUL in planning and marketing its product in a manner designed to maximize the flow of JUUL products; (iv) met with JUUL management in San Francisco, California to further these business dealings; and (v) received incentives and business development funds for marketing and efficient sales. JUUL and Eby-Brown are parties to a Domestic Wholesale Distribution Agreement dated March 10, 2020 (the “Distribution Agreement”), and JUUL has agreed to defend and indemnify Eby-Brown under the terms of that agreement and is paying Eby-Brown’s outside counsel fees directly. In addition, Core-Mark and JUUL have entered into a Defense and Indemnity Agreement dated March 8, 2021 (the “Defense Agreement”) pursuant to which JUUL has agreed to defend and indemnify Core-Mark, and JUUL is paying Core-Mark’s outside counsel fees directly.
On December 6, 2022, JUUL announced that it had reached settlements with the plaintiffs in the MDL and related cases that had been consolidated in the U.S. District Court for Northern District of California (the “MDL Settlement”). Per the settlement agreement, the MDL Settlement encompasses the various personal injury, consumer class action, government entity, and Native American tribe claims made against JUUL and includes, among others, all of the Distributor Defendants (including Core-Mark and Eby-Brown) as released parties. The release applicable to the Distributor Defendants, as well as certain other defendants, took effect when JUUL made the first settlement payment on October 27, 2023. The MDL Settlement Master informed the parties that there are ten plaintiffs who opted out of the MDL Settlement; however, those opt-out plaintiffs have amended their individual complaints and have removed Eby-Brown and Core-Mark as defendants in their individual cases.
On September 10, 2021, Michael Lumpkins filed a parallel lawsuit in Illinois state court against several entities, including JUUL, e-liquid manufacturers, various retailers, and various distributors, including Eby-Brown and Core-Mark, alleging similar claims to the claims at issue in the MDL (the “Illinois Litigation”). Because there was no federal jurisdiction for this case, it proceeded in Illinois state court. Plaintiff alleged as damages that his use of JUUL products caused a brain injury that was later exacerbated by medical negligence. The court denied Eby-Brown and Core-Mark’s motion to dismiss, and the case moved into the discovery phase. On October 20, 2025, the court entered a stipulated order of dismissal without prejudice as to various defendants, including Eby-Brown and Core-Mark. Following the order of dismissal, the Company considers the Illinois Litigation to be resolved. In the event the Plaintiff attempts to refile the Illinois Litigation against Eby-Brown or Core-Mark, the defense and indemnity of Eby-Brown and Core-Mark for the Illinois Litigation would be covered by the Distribution Agreement and the Defense Agreement, respectively.
Tax Liabilities
The Company is subject to customary audits by authorities in the jurisdictions where it conducts business in the United States and foreign countries, which may result in assessments of additional taxes. These additional taxes are accrued when probable and reasonably estimable.
Tariffs and Trade Regulations
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Because we are not the importer of record for most products we distribute, our direct exposure to potential tariff refunds is limited. The timing and amount of future recovery of tariffs previously paid under IEEPA by our suppliers and passed through to the Company are uncertain and, therefore, we are unable to estimate the financial effects of potential tariff refunds, if any, at this time.
16. Related-Party Transactions
The Company participates in, and has an equity method investment in, a purchasing alliance that was formed to obtain better pricing, to expand product options, to reduce internal costs, and to achieve greater inventory turnover. The Company’s investment in the purchasing alliance was $14.5 million as of June 27, 2026, and $13.3 million as of June 28, 2025. For fiscal 2026, fiscal 2025, and fiscal 2024, the Company recorded purchases of $3,093.6 million, $2,539.9 million, and $2,193.7 million, respectively, through the purchasing alliance.
17. Earnings Per Common Share
Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is calculated using the
67
weighted-average number of common shares and dilutive potential common shares outstanding during the period. The Company’s potential common shares include outstanding stock-based compensation awards and expected issuable shares under the employee stock purchase plan. In computing diluted earnings per common share, the average closing stock price for the period is used in determining the number of shares assumed to be purchased with the assumed proceeds under the treasury stock method. Potential common shares of 0.1 million for each of the fiscal years ended June 27, 2026, June 28, 2025, and June 29, 2024 were not included in computing diluted earnings per common share because the effect would have been antidilutive.
A reconciliation of the numerators and denominators for the basic and diluted earnings per common share computations is as follows:
(In millions, except per share amounts) Fiscal Year Ended June 27, 2026 Fiscal Year Ended June 28, 2025 Fiscal Year Ended June 29, 2024
Numerator:
Net income $ 359.3 $ 340.2 $ 435.9
Denominator:
Weighted-average common shares outstanding 155.9 154.8 154.4
Dilutive effect of potential common shares 1.1 1.6 1.6
Weighted-average dilutive common shares outstanding 157.0 156.4 156.0
Basic earnings per common share $ 2.30 $ 2.20 $ 2.82
Diluted earnings per common share $ 2.29 $ 2.18 $ 2.79
18. Stock-based Compensation
The Company provides compensation benefits to employees and non-employee directors under share-based payment arrangements. These arrangements are designed to promote the long-term growth and profitability of the Company by providing employees and non-employee directors who are or will be involved in the Company’s growth with an opportunity to acquire an ownership interest in the Company, thereby encouraging them to contribute to and participate in the success of the Company.
The Company also provides an employee stock purchase plan (“ESPP”) which allows eligible employees the opportunity to acquire shares of common stock at a 15% discount on the fair market value as of the date of purchase through periodic payroll deductions. The ESPP is considered compensatory for federal income tax purposes. Under the ESPP, there are 5.0 million shares of common stock authorized and reserved and, as of June 27, 2026, there are 2.2 million shares available for purchase. The Company recorded $10.3 million, $7.3 million, and $4.5 million of stock-based compensation expense for fiscal 2026, fiscal 2025, and fiscal 2024, respectively, attributable to the ESPP.
The Performance Food Group Company 2007 Management Option Plan
The 2007 Management Option Plan allowed for the granting of awards to employees, officers, directors, consultants, and advisors of the Company or its affiliates in the form of nonqualified options. The terms and conditions of awards granted under the 2007 Management Option Plan were determined by the Board of Directors. The contractual term of the options is ten years. The Company no longer grants awards from this plan. Each of the employee awards under the 2007 Management Option Plan were divided into three equal portions. Tranche I options were subject to time vesting, and Tranche II and Tranche III options were subject to both time and performance vesting based on performance criteria outlined in the 2007 Management Option Plan.
The following table summarizes the stock option activity for fiscal 2026 under the 2007 Management Option Plan.
Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In millions)
Outstanding as of June 28, 2025 141,344 $ 19.38
Exercised (141,344 ) $ 19.38
Outstanding, vested, and exercisable as of June 27, 2026 — — $ —
The intrinsic value of exercised options was $11.1 million, $23.3 million, and $4.3 million for fiscal 2026, fiscal 2025, and fiscal 2024, respectively.
The Performance Food Group Company 2015 Omnibus Incentive Plan
The 2015 Omnibus Incentive Plan allowed for the granting of awards to current employees, officers, directors, consultants, and advisors of the Company. The terms and conditions of awards granted under the 2015 Omnibus Incentive Plan were determined by the
68
Board of Directors. The contractual term of options granted under the 2015 Omnibus Incentive Plan is ten years. The Company no longer grants awards from the 2015 Omnibus Incentive Plan.
Shares of time-based restricted stock granted in fiscal 2025 and fiscal 2024 vest ratably over three years from the date of the grant. No stock options were granted from the 2015 Omnibus Incentive Plan in fiscal 2025 or fiscal 2024. Performance-based restricted shares granted vest upon the achievement of a specified Relative Total Shareholder Return (“Relative TSR”), a market condition, at the end of a three-year performance period. Actual shares earned range from 0% to 200% of the initial grant, depending upon performance relative to the Relative TSR goal. Restricted stock units and deferred stock units granted to non-employee directors vest in full on the earlier of the first anniversary of the date of grant or the next regularly scheduled annual meeting of the stockholders of the Company.
The fair values of time-based restricted shares, restricted stock units, and deferred stock units were based on the Company’s closing stock price as of the date of grant.
The Company, with the assistance of a third-party valuation expert, estimated the fair value of performance-based restricted shares with a Relative TSR market condition granted in fiscal 2025 and fiscal 2024 using a Monte Carlo simulation with the following weighted-average assumptions:
For the Fiscal Year Ended June 28, 2025 For the Fiscal Year Ended June 29, 2024
Risk-Free Interest Rate 3.76 % 4.66 %
Dividend Yield 0.00 % 0.00 %
Expected Volatility 34.24 % 41.47 %
Expected Term (in years) 2.87 2.85
Fair Value of Awards Granted $ 94.74 $ 75.25
The risk-free interest rate is based on a zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve at the time of grant for the expected term. The Company assumed a dividend yield of zero percent when valuing the grants under the 2015 Omnibus Incentive Plan because the Company does not intend to pay dividends on its common stock. Expected volatility is based on the historical volatility of the Company for the expected term. The expected term represents the period of time from the date of grant to the end of the three-year performance period.
The compensation cost that has been charged against income for the Company’s 2015 Omnibus Incentive Plan was $26.7 million for fiscal 2026, $40.2 million for fiscal 2025, and $36.0 million for fiscal 2024, and it is included within operating expenses in the consolidated statements of operations. The total income tax benefit recognized in the consolidated statements of operations was $7.2 million in fiscal 2026, $11.3 million in fiscal 2025, and $9.7 million in fiscal 2024. Total unrecognized compensation cost for all awards under the 2015 Omnibus Incentive Plan is $15.9 million as of June 27, 2026. This cost is expected to be recognized over a weighted-average period of 1.0 year.
The following table summarizes the stock option activity for fiscal 2026 under the 2015 Omnibus Incentive Plan.
Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In millions)
Outstanding as of June 28, 2025 471,034 $ 28.72
Exercised (133,984 ) $ 27.26
Outstanding, vested, and exercisable as of June 27, 2026 337,050 $ 29.30 1.2 $ 27.3
The intrinsic value of exercised options was $9.4 million, $10.4 million, and $0.6 million for fiscal 2026, fiscal 2025 and fiscal 2024, respectively.
The following table summarizes the changes in nonvested restricted shares and restricted stock units for fiscal 2026 under the 2015 Omnibus Incentive Plan.
Shares Weighted Average Grant Date Fair Value
Nonvested as of June 28, 2025 1,268,361 $ 69.38
Performance shares adjustment 100,368 $ 67.84
Vested (706,108 ) $ 64.43
Forfeited (30,549 ) $ 70.40
Nonvested as of June 27, 2026 632,072 $ 74.62
69
The total fair value of shares vested was $70.6 million, $56.3 million, and $60.2 million for fiscal 2026, fiscal 2025, and fiscal 2024, respectively.
The Performance Food Group Company 2024 Omnibus Incentive Plan
The 2024 Omnibus Incentive Plan allows for the granting of awards to current employees, officers, directors, consultants, and advisors of the Company. The terms and conditions of awards granted under the 2024 Omnibus Incentive Plan are determined by the Board of Directors. There are 6.9 million shares of common stock authorized and reserved for issuance under the 2024 Omnibus Incentive Plan, which includes the 4.2 million additional shares authorized under the 2024 Omnibus Incentive Plan and the shares that remained available for future grants under the 2015 Omnibus Incentive Plan. As of June 27, 2026, there remained 6.5 million shares available for grant under the 2024 Omnibus Incentive Plan.
Shares of time-based restricted stock granted in fiscal 2026 and fiscal 2025 vest ratably over three years from the date of the grant. No stock options were granted from the 2024 Omnibus Incentive Plan in fiscal 2026 or fiscal 2025. Performance-based restricted shares granted vest upon the achievement of a specified Relative TSR, a market condition, at the end of a three-year performance period. Actual shares earned range from 0% to 200% of the initial grant, depending upon performance relative to the Relative TSR goal. Restricted stock units and deferred stock units granted to non-employee directors vest in full on the earlier of the first anniversary of the date of grant or the next regularly scheduled annual meeting of the stockholders of the Company.
The fair values of time-based restricted shares, restricted stock units, and deferred stock units were based on the Company’s closing stock price as of the date of grant.
The Company, with the assistance of a third-party valuation expert, estimated the fair value of performance-based restricted shares with a Relative TSR market condition granted in fiscal 2026 using a Monte Carlo simulation with the following weighted-average assumptions:
For the Fiscal Year Ended June 27, 2026
Risk-Free Interest Rate 3.62 %
Dividend Yield 0.00 %
Expected Volatility 25.05 %
Expected Term (in years) 2.82
Fair Value of Awards Granted $ 130.44
The risk-free interest rate is based on a zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve at the time of grant for the expected term. The Company assumed a dividend yield of zero percent when valuing the grants under the 2024 Omnibus Incentive Plan because the Company does not intend to pay dividends on its common stock. Expected volatility is based on the historical volatility of the Company for the expected term. The expected term represents the period of time from the date of grant to the end of the three-year performance period.
The compensation cost that has been charged against income for the Company’s 2024 Omnibus Incentive Plan was $14.5 million for fiscal 2026 and $0.2 million for fiscal 2025, and it is included within operating expenses in the consolidated statements of operations. The total income tax benefit recognized in the consolidated statements of operations was $3.9 million in fiscal 2026 and less than $0.1 million in fiscal 2025. Total unrecognized compensation cost for all awards under the 2024 Omnibus Incentive Plan is $33.3 million as of June 27, 2026. This cost is expected to be recognized over a weighted-average period of 2.1 years.
The following table summarizes the changes in nonvested restricted shares for fiscal 2026 under the 2024 Omnibus Incentive Plan.
Shares Weighted Average Grant Date Fair Value
Nonvested as of June 28, 2025 15,293 $ 85.64
Granted 461,554 $ 104.49
Vested (4,284 ) $ 85.31
Forfeited (11,990 ) $ 98.99
Nonvested as of June 27, 2026 460,573 $ 104.19
The total fair value of shares vested was $0.4 million for fiscal 2026.
70
19. Segment Information
Based on the Company’s organizational structure and how the Company’s management reviews operating results and makes decisions about resource allocation, the Company has three reportable segments: Foodservice, Convenience, and Specialty.
The Foodservice segment distributes a broadline assortment of products under national brands, customer brands, and our Performance Brands. Foodservice sells to independent and multi-unit chain restaurants and other institutions such as schools, healthcare facilities, business and industry locations, and retail establishments. Our chain customers are multi-unit restaurants with five or more locations and include some of the most recognizable family and casual dining restaurant chains. Our Convenience segment distributes candy, snacks, beverages, cigarettes, alternative nicotine products, food and foodservice-related products and other items to convenience stores across North America. Our Specialty segment distributes candy, snacks, and beverages as well as fresh and frozen perishable foods and other non-food items nationally to vending and office coffee service distributors as well as direct to consumer locations, including retailers, entertainment venues, and theaters, and provides small parcel “pick and pack” capabilities, including fulfillment of ambient, frozen, fresh and temperature sensitive items, utilizing third-party carriers to deliver order sizes too small to be served effectively by our fleet network.
Corporate & All Other is comprised of unallocated corporate overhead and certain operations that are not considered separate reportable segments based on their size. Corporate & All Other may also include capital expenditures for certain information technology projects that are transferred to the segments once placed in service.
Intersegment sales represent sales between the segments which are eliminated in consolidation.
The Company’s chief operating decision maker (“CODM”), our Chief Executive Officer, utilizes total sales and Segment Adjusted EBITDA, which is the Company’s GAAP measure of segment profit, to evaluate each operating segment’s financial performance and make decisions about resource allocation. Segment Adjusted EBITDA is defined as net income before interest expense, interest income, income taxes, depreciation, and amortization and excludes certain items that the Company does not consider part of its segments’ core operating results, including stock-based compensation expense, changes in the LIFO reserve, acquisition, integration and reorganization expenses, and gains and losses related to fuel derivatives. The CODM reviews budget-to-actual and year-over-year variances for net sales and Segment Adjusted EBITDA each month when assessing segment performance and making decisions about allocating resources to the segments.
The Company’s significant segment expenses included in the measure of segment profit, Segment Adjusted EBITDA, and regularly provided to or easily computed from information regularly provided to our CODM are Segment Cost of Goods Sold and Segment Operating Expense. Accordingly, the Company’s significant segment expenses exclude the same items that are excluded from Segment Adjusted EBITDA. The following is a reconciliation of segment revenue and significant segment expenses to Segment Adjusted EBITDA:
71
Reportable Segments Reconciling Items
(In millions) Foodservice Convenience Specialty Corporate & All Other Eliminations Consolidated
For the year ended June 27, 2026
Net external sales $ 36,546.1 $ 25,965.1 $ 5,053.3 $ 275.0 $ — $ 67,839.5
Inter-segment sales 14.2 0.1 3.3 728.9 (746.5 ) —
Total net sales 36,560.3 25,965.2 5,056.6 1,003.9 (746.5 ) 67,839.5
Less:
Segment cost of goods sold(1) 31,155.9 24,189.3 4,144.7
Segment operating expenses(2) 4,114.2 1,302.9 551.5
Segment other (income) expense, net(3) (2.8 ) (2.4 ) —
Segment Adjusted EBITDA 1,293.0 475.4 360.4
Depreciation and amortization 546.2 164.7 53.7 49.3 — 813.9
Capital expenditures 259.0 47.2 14.9 63.0 — 384.1
For the year ended June 28, 2025
Net external sales $ 33,629.5 $ 24,507.1 $ 4,900.8 $ 261.5 $ — $ 63,298.9
Inter-segment sales 16.6 0.4 4.2 693.5 (714.7 ) —
Total net sales 33,646.1 24,507.5 4,905.0 955.0 (714.7 ) 63,298.9
Less:
Segment cost of goods sold(1) 28,742.6 22,847.3 4,024.2
Segment operating expenses(2) 3,683.5 1,254.0 532.4
Segment other (income) expense, net(3) (1.6 ) (1.1 ) 0.2
Segment Adjusted EBITDA 1,221.6 407.3 348.2
Depreciation and amortization 448.5 157.7 54.6 57.1 — 717.9
Capital expenditures 382.7 59.0 33.3 31.0 — 506.0
For the year ended June 29, 2024
Net external sales $ 29,045.7 $ 24,176.9 $ 4,786.1 $ 272.5 $ — $ 58,281.2
Inter-segment sales 15.8 0.1 3.7 636.7 (656.3 ) —
Total net sales 29,061.5 24,177.0 4,789.8 909.2 (656.3 ) 58,281.2
Less:
Segment cost of goods sold(1) 24,963.6 22,584.9 3,941.6
Segment operating expenses(2) 3,116.6 1,231.2 507.0
Segment other (income) expense, net(3) (0.9 ) (2.7 ) 0.6
Segment Adjusted EBITDA 982.2 363.6 340.6
Depreciation and amortization 294.4 153.5 49.9 58.9 — 556.7
Capital expenditures 260.1 43.7 53.8 38.0 — 395.6
(1)Reflects cost of goods sold included in Segment Adjusted EBITDA and excludes certain items that are included in cost of goods sold, such as the change in LIFO reserve, presented in the consolidated statements of operations. Refer to the table below for a reconciliation of Segment Adjusted EBITDA to consolidated income before taxes.
(2)Reflects operating expenses included in Segment Adjusted EBITDA and excludes certain items that are included in operating expense, such as depreciation, amortization, and expenses associated with acquisitions, presented in the consolidated statements of operations. Refer to the table below for a reconciliation of Segment Adjusted EBITDA to consolidated income before taxes.
(3)Reflects other income and expense, net included in Segment Adjusted EBITDA and excludes certain items that are included in other expense, net presented in the consolidated statements of operations. Refer to the table below for a reconciliation of Segment Adjusted EBITDA to consolidated income before taxes.
72
Segment Adjusted EBITDA for each reportable segment and Corporate & All Other is presented below along with a reconciliation to consolidated income before taxes.
Fiscal Year Ended
(In millions) June 27, 2026 June 28, 2025 June 29, 2024
Foodservice Adjusted EBITDA 1,293.0 1,221.6 982.2
Convenience Adjusted EBITDA 475.4 407.3 363.6
Specialty Adjusted EBITDA 360.4 348.2 340.6
Corporate & All Other (199.4 ) (210.2 ) (180.3 )
Depreciation and amortization (813.9 ) (717.9 ) (556.7 )
Interest expense (413.7 ) (358.4 ) (232.2 )
Change in LIFO reserve (101.1 ) (88.1 ) (62.3 )
Stock-based compensation expense (51.5 ) (47.8 ) (41.9 )
Gain (loss) on fuel derivatives 9.5 (0.2 ) 1.8
Acquisition, integration & reorganization expenses (40.0 ) (87.8 ) (23.7 )
Other adjustments (4) (32.9 ) (7.9 ) 5.7
Income before taxes $ 485.8 $ 458.8 $ 596.8
(4)Other adjustments includes a $3.8 million gain on the sale of a Foodservice warehouse facility in fiscal 2025, amounts related to certain litigation-related accruals, professional fees related to the modification of debt, franchise tax expense, gains and losses on disposals of fixed assets, foreign currency transaction gains and losses, insurance proceeds due to hurricane and other weather-related events, favorable and unfavorable leases, and other adjustments permitted by our ABL Facility. Additionally, for the fiscal year ended June 27, 2026, Other adjustments includes $20.2 million of legal and professional fees incurred in connection with shareholder activism and the clean team agreement with US Foods Holding Corp.
Total assets by reportable segment and the reconciling items for Corporate & All Other, excluding intercompany receivables between segments, are as follows:
(In millions) As of June 27, 2026 As of June 28, 2025
Foodservice $ 11,964.1 $ 11,271.1
Convenience 4,461.5 4,276.8
Specialty 1,623.6 1,586.9
Corporate & All Other 799.9 746.4
Total assets $ 18,849.1 $ 17,881.2
The sales mix for the Company’s principal product and service categories is as follows:
(In millions) For the fiscal year ended June 27, 2026 For the fiscal year ended June 28, 2025 For the fiscal year ended June 29, 2024
Cigarettes $ 14,993.9 $ 14,529.5 $ 14,390.8
Center of the plate 14,891.7 13,157.4 11,509.8
Canned and dry groceries 6,772.9 6,067.2 5,631.1
Frozen Foods 6,458.0 6,571.0 5,564.9
Candy/snack/theater and concession 5,765.7 5,371.9 5,211.4
Refrigerated and dairy products 5,145.5 5,154.5 4,441.3
Paper products and cleaning supplies 3,814.6 3,570.4 3,209.6
Beverage 3,774.2 3,492.3 3,053.2
Alternative nicotine products 3,750.6 3,424.0 2,857.9
Produce 1,583.7 1,429.3 1,346.3
Other miscellaneous goods and services 888.7 531.4 1,064.9
Total $ 67,839.5 $ 63,298.9 $ 58,281.2
Cigarette sales represented 22.1%, 23.0%, and 24.7% of net sales for the years ended June 27, 2026, June 28, 2025, and June 29, 2024, respectively. The Company’s significant suppliers include Altria Group, Inc. (parent company of Philip Morris USA Inc.) and R.J. Reynolds Tobacco Company, which, in the aggregate, represents approximately 19.0%, 20.4%, and 22.4% of products purchased for the years ended June 27, 2026, June 28, 2025, and June 29, 2024, respectively. Although cigarettes represent a significant portion of the Company’s total net sales and cost of goods sold, the majority of the Company’s gross profit is generated from the sales of food and food-related products.
73
SCHEDULE 1—Registrant’s Condensed Financial Statements
PERFORMANCE FOOD GROUP COMPANY
Parent Company Only
CONDENSED BALANCE SHEETS
(In millions, except per share data) As of June 27, 2026 As of June 28, 2025
ASSETS
Investment in wholly owned subsidiary $ 5,029.0 $ 4,582.2
Total assets $ 5,029.0 $ 4,582.2
LIABILITIES AND SHAREHOLDERS’ EQUITY
Intercompany payable 129.7 109.8
Total liabilities 129.7 109.8
Commitments and contingencies
Shareholders’ equity:
Common Stock
Common Stock: $0.01 par value per share, 1.0 billion shares authorized, 156.1 million shares issued and outstanding as of June 27, 2026; 154.9 million shares issued and outstanding as of June 28, 2025 1.6 1.5
Additional paid-in capital 2,899.0 2,831.0
Retained earnings 1,998.7 1,639.9
Total shareholders’ equity 4,899.3 4,472.4
Total liabilities and shareholders’ equity $ 5,029.0 $ 4,582.2
See accompanying notes to condensed financial statements.
74
PERFORMANCE FOOD GROUP COMPANY
Parent Company Only
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In millions) Fiscal year ended June 27, 2026 Fiscal year ended June 28, 2025 Fiscal year ended June 29, 2024
Operating expenses $ 1.1 $ 1.1 $ 0.9
Operating loss (1.1 ) (1.1 ) (0.9 )
Loss before equity in net income of subsidiary (1.1 ) (1.1 ) (0.9 )
Equity in net income of subsidiary, net of tax 360.4 341.3 436.8
Net income 359.3 340.2 435.9
Other comprehensive loss (0.5 ) (7.2 ) (10.0 )
Total comprehensive income $ 358.8 $ 333.0 $ 425.9
See accompanying notes to condensed financial statements.
75
PERFORMANCE FOOD GROUP COMPANY
Parent Company Only
CONDENSED STATEMENTS OF CASH FLOWS
(In millions) Fiscal year ended June 27, 2026 Fiscal year ended June 28, 2025 Fiscal year ended June 29, 2024
Cash flows from operating activities:
Net income 359.3 $ 340.2 $ 435.9
Adjustments to reconcile net income to net cash provided by operating activities
Equity in net income of subsidiary (360.4 ) (341.3 ) (436.8 )
Changes in operating assets and liabilities, net
Intercompany payables 19.9 8.8 20.2
Net cash provided by operating activities 18.8 7.7 19.3
Cash flows from investing activities:
Capital contribution to subsidiary (36.9 ) (32.7 ) (15.5 )
Distribution from subsidiary 1.5 57.6 78.1
Net cash (used in) provided by investing activities (35.4 ) 24.9 62.6
Cash flows from financing activities:
Proceeds from exercise of stock options 6.4 11.1 2.2
Proceeds from employee stock purchase plan 36.9 32.7 15.5
Cash paid for shares withheld to cover taxes (25.2 ) (18.8 ) (21.5 )
Repurchase of common stock (1.5 ) (57.6 ) (78.1 )
Net cash provided by (used in) financing activities 16.6 (32.6 ) (81.9 )
Net increase in cash and restricted cash — — —
Cash and restricted cash, beginning of period — — —
Cash and restricted cash, end of period $ — $ — $ —
See accompanying notes to condensed financial statements.
76
Notes to Condensed Parent Company Only Financial Statements
1.Description of Performance Food Group Company
Performance Food Group Company (the “Parent”) was incorporated in Delaware on July 23, 2002, to effect the purchase of all the outstanding equity interests of PFGC, Inc. (“PFGC”). The Parent has no significant operations or significant assets or liabilities other than its investment in PFGC. Accordingly, the Parent is dependent upon distributions from PFGC to fund its obligations. However, under the terms of PFGC’s various debt agreements, PFGC’s ability to pay dividends or lend to the Parent is restricted, except that PFGC may pay specified amounts to the Parent to fund the payment of the Parent’s franchise and excise taxes and other fees, taxes, and expenses required to maintain its corporate existence.
2.Basis of Presentation
The accompanying condensed financial statements (parent company only) include the accounts of the Parent and its investment in PFGC, Inc. accounted for in accordance with the equity method, and do not present the financial statements of the Parent and its subsidiary on a consolidated basis. These parent company only financial statements should be read in conjunction with the Performance Food Group Company consolidated financial statements. The Parent is included in the consolidated federal and certain unitary, consolidated and combined state income tax returns with its subsidiaries. The Parent’s tax balances reflect its share of such filings.
77