united states · 2020. 5. 5. · 1.0 billion shares authorized, 103.8 million shares issued and...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)☒☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 28, 2020

☐☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-37578

Performance Food Group Company(Exact name of registrant as specified in its charter)

Delaware 43-1983182

(State or other jurisdiction ofincorporation or organization)

(IRS employeridentification number)

12500 West Creek ParkwayRichmond, Virginia 23238 (804) 484-7700

(Address of principal executive offices) (Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registeredCommon Stock, $0.01 par value PFGC New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

132,481,347 shares of common stock were outstanding as of April 22, 2020.

TABLE OF CONTENTS

Page

Special Note Regarding Forward-Looking Statements 3

PART I - FINANCIAL INFORMATION 5

Item 1. Financial Statements 5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24

Item 3. Quantitative and Qualitative Disclosures about Market Risk 36

Item 4. Controls and Procedures 37

PART II - OTHER INFORMATION 38

Item 1. Legal Proceedings 38

Item 1A. Risk Factors 38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 39

Item 3. Defaults Upon Senior Securities 40

Item 4. Mine Safety Disclosures 40

Item 5. Other Information 40

Item 6. Exhibits 41

SIGNATURE 42

2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q (this “Form 10-Q”) may contain “forward-looking statements” within the meaningof Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, our results of operations, financialposition, our business outlook, business trends and other information are forward-looking statements. Words such as “estimates,” “expects,” “contemplates,” “will,”“anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identifyforward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections,and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections areexpressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimatesand projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differmaterially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results todiffer include, among others, the risks, uncertainties and factors set forth under Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for thefiscal year ended June 29, 2019 (the “Form 10-K”), as such risk factors may be updated from time to time in our periodic filings with the Securities and ExchangeCommission (the “SEC”), including under Part II, Item 1A, Risk Factors of this Form 10-Q, and are accessible on the SEC’s website at www.sec.gov, and alsoinclude the following:

• the impact of the novel coronavirus (“COVID-19”) pandemic on the global markets, the restaurant industry, and our business specifically is currentlyunknown;

• competition in our industry is intense, and we may not be able to compete successfully;

• we operate in a low margin industry, which could increase the volatility of our results of operations;

• we may not realize anticipated benefits from our operating cost reduction and productivity improvement efforts;

• our profitability is directly affected by cost inflation and deflation and other factors;

• we do not have long-term contracts with certain of our customers;

• group purchasing organizations may become more active in our industry and increase their efforts to add our customers as members of theseorganizations;

• changes in eating habits of consumers;

• extreme weather conditions;

• our reliance on third-party suppliers;

• labor relations and cost risks and availability of qualified labor;

• volatility of fuel and other transportation costs;

• inability to adjust cost structure where one or more of our competitors successfully implement lower costs;

• we may be unable to increase our sales in the highest margin portion of our business;

• changes in pricing practices of our suppliers;

• our growth strategy may not achieve the anticipated results;

• risks relating to acquisitions, including the risk that we are not able to realize benefits of acquisitions or successfully integrate the businesses weacquire;

• environmental, health, and safety costs;

• the risk that we fail to comply with requirements imposed by applicable law or government regulations;

• our reliance on technology and risks associated with disruption or delay in implementation of new technology;

• costs and risks associated with a potential cybersecurity incident or other technology disruption;

• product liability claims relating to the products we distribute and other litigation;

• adverse judgements or settlements;

• negative media exposure and other events that damage our reputation;

3

• anticipated multiemployer pension related liabilities and contributions to our multiemployer pension plan;

• decrease in earnings from amortization charges associated with acquisitions;

• impact of uncollectibility of accounts receivable;

• difficult economic conditions affecting consumer confidence;

• departure of key members of senior management;

• risks relating to federal, state, and local tax rules;

• the cost and adequacy of insurance coverage;

• risks relating to our outstanding indebtedness;

• our ability to raise additional capital;

• our ability to maintain an effective system of disclosure controls and internal control over financial reporting;

• the possibility that the expected synergies and value creation from the acquisition of Reinhart Foodservice L.L.C. (“Reinhart”) will not be realized orwill not be realized within the expected time period; and

• the risk that, as a result of the recent Reinhart acquisition, the combined company may not be able to effectively manage its expanded operations.

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that areimportant to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantiallyrealized, that they will result in the consequences or affect us or our business in the way expected. We cannot assure you (i) we have correctly measured or identifiedall of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysisis based is complete or accurate, (iii) such analysis is correct, or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-lookingstatements in this report apply only as of the date of this report or as of the date they were made and, except as required by applicable law, we undertake noobligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “the Company,” or “PFG” as used in this Form 10-Q refer to Performance Food Group Company and its consolidated subsidiaries.

4

Part I – FINANCIAL INFORMATION

Item 1.Financial Statements

PERFORMANCE FOOD GROUP COMPANYCONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except per share data) As of

March 28, 2020 As of

June 29, 2019 ASSETS Current assets:

Cash $ 372.1 $ 14.7 Accounts receivable, less allowances of $49.4 and $22.0 1,304.4 1,227.3 Inventories, net 1,803.1 1,356.9 Prepaid expenses and other current assets 106.3 71.7

Total current assets 3,585.9 2,670.6 Goodwill 1,348.9 765.8 Other intangible assets, net 947.9 194.3 Property, plant and equipment, net 1,481.6 950.5 Operating lease right-of-use assets 440.8 - Restricted cash 11.1 10.7 Other assets 54.6 61.6

Total assets $ 7,870.8 $ 4,653.5 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities:

Outstanding checks in excess of deposits $ - $ 206.9 Trade accounts payable 1,372.9 1,130.8 Accrued expenses and other current liabilities 561.0 343.3 Finance lease obligations—current installments 28.1 18.3 Operating lease obligations—current installments 83.3 -

Total current liabilities 2,045.3 1,699.3 Long-term debt 3,186.4 1,202.9 Deferred income tax liability, net 100.4 108.0 Finance lease obligations, excluding current installments 182.1 128.9 Operating lease obligations, excluding current installments 360.6 - Other long-term liabilities 172.8 216.2

Total liabilities 6,047.6 3,355.3 Commitments and contingencies (Note 11) Shareholders’ equity:

Common Stock: $0.01 par value per share, 1.0 billion shares authorized, 115.8 million shares issuedand outstanding as of March 28, 2020;1.0 billion shares authorized, 103.8 million shares issued and outstanding as of June 29, 2019 1.1 1.0 Additional paid-in capital 1,362.4 866.7 Accumulated other comprehensive loss, net of tax benefit of $2.8 and $0.1 (8.1) (0.2)Retained earnings 467.8 430.7

Total shareholders’ equity 1,823.2 1,298.2 Total liabilities and shareholders’ equity $ 7,870.8 $ 4,653.5

See accompanying notes, which are an integral part of these unaudited consolidated financial statements.

5

PERFORMANCE FOOD GROUP COMPANYCONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except per share data) Three Months Ended

March 28, 2020 Three Months Ended

March 30, 2019 Nine Months Ended


March 30, 2019 Net sales $ 7,000.7 $ 4,689.0 $ 19,312.3 $ 13,844.4 Cost of goods sold 6,193.2 4,084.3 17,082.2 12,031.5

Gross profit 807.5 604.7 2,230.1 1,812.9 Operating expenses 824.9 545.5 2,103.5 1,630.1

Operating (loss) profit (17.4) 59.2 126.6 182.8 Other expense, net:

Interest expense 35.2 16.5 78.9 48.1 Other, net 7.9 (1.0) 7.7 (0.5)Other expense, net 43.1 15.5 86.6 47.6

(Loss) income before taxes (60.5) 43.7 40.0 135.2 Income tax (benefit) expense (20.3) 11.4 2.9 31.6

Net (loss) income $ (40.2) $ 32.3 $ 37.1 $ 103.6 Weighted-average common shares outstanding:

Basic 115.9 103.8 108.1 103.8 Diluted 115.9 105.1 109.5 105.1

(Loss) earnings per common share: Basic $ (0.35) $ 0.31 $ 0.34 $ 1.00 Diluted $ (0.35) $ 0.31 $ 0.34 $ 0.99


6

PERFORMANCE FOOD GROUP COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited)

($ in millions) Three months ended

March 28, 2020 Three months ended



March 30, 2019 Net (loss) income $ (40.2) $ 32.3 $ 37.1 $ 103.6 Other comprehensive loss, net of tax:

Interest rate swaps: Change in fair value, net of tax (6.7) (1.5) (6.7) (3.7)Reclassification adjustment, net of tax (0.4) (0.9) (1.2) (2.2)

Other comprehensive loss (7.1) (2.4) (7.9) (5.9)Total comprehensive (loss) income $ (47.3) $ 29.9 $ 29.2 $ 97.7


7


CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(Unaudited)

Additional Accumulated

Other Total Common Stock Paid-in Comprehensive Retained Shareholders’

(In millions) Shares Amount Capital Income (Loss) Earnings Equity Balance as of December 29, 2018 103.8 $ 1.0 $ 863.2 $ 5.7 $ 335.2 $ 1,205.1 Issuance of common stock under stock-based compensation plans 0.1 — (0.5) — — (0.5)Net income — — — — 32.3 32.3 Interest rate swaps — — — (2.4) — (2.4)Stock-based compensation expense — — 3.8 — — 3.8 Common stock repurchased (0.1) — (4.1) — — (4.1)Balance as of March 30, 2019 103.8 $ 1.0 $ 862.4 $ 3.3 $ 367.5 $ 1,234.2 Balance as of December 28, 2019 104.4 $ 1.0 $ 870.5 $ (1.0) $ 508.0 $ 1,378.5 Issuance of common stock under stock-based compensation plans 0.1 — 1.8 — — 1.8 Net loss — — — — (40.2) (40.2)Interest rate swaps — — — (7.1) — (7.1)Issuance of common stock in secondary offering, net of underwriter discount and offering costs 11.6 0.1 490.5 — — 490.6 Stock-based compensation expense — — 4.6 — — 4.6 Common stock repurchased (0.3) — (5.0) — — (5.0)Balance as of March 28, 2020 115.8 $ 1.1 $ 1,362.4 $ (8.1) $ 467.8 $ 1,823.2

Additional Accumulated

Other Total Common Stock Paid-in Comprehensive Retained Shareholders’

(In millions) Shares Amount Capital Income (Loss) Earnings Equity Balance as of June 30, 2018 103.2 $ 1.0 $ 861.2 $ 8.3 $ 264.8 $ 1,135.3 Issuance of common stock under stock-based compensation plans 0.9 — (1.3) — — (1.3)Net income — — — — 103.6 103.6 Interest rate swaps — — — (5.9) — (5.9)Stock-based compensation expense — — 11.8 — — 11.8 Common stock repurchased (0.3) — (9.3) — — (9.3)Change in accounting principle(1) — — — 0.9 (0.9) — Balance as of March 30, 2019 103.8 $ 1.0 $ 862.4 $ 3.3 $ 367.5 $ 1,234.2 Balance as of June 29, 2019 103.8 $ 1.0 $ 866.7 $ (0.2) $ 430.7 $ 1,298.2 Issuance of common stock under stock-based compensation plans 0.7 — (3.2) — — (3.2)Net income — — — — 37.1 37.1 Interest rate swaps — — — (7.9) — (7.9)Issuance of common stock in secondary offering, net of underwriter discount and offering costs 11.6 0.1 490.5 — — 490.6 Stock-based compensation expense — — 13.4 — — 13.4 Common stock repurchased (0.3) — (5.0) — — (5.0)Balance as of March 28, 2020 115.8 $ 1.1 $ 1,362.4 $ (8.1) $ 467.8 $ 1,823.2

(1) As of the beginning of fiscal 2019, the Company elected to early adopt the provisions of ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted

Improvements to Accounting for Hedging Activities.


8


CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

($ in millions) Nine Months Ended March

28, 2020 Nine Months Ended March

30, 2019 Cash flows from operating activities:

Net income $ 37.1 $ 103.6 Adjustments to reconcile net income to net cash provided by operating activities

Depreciation 118.3 83.7 Amortization of intangible assets 67.5 28.6 Amortization of deferred financing costs 3.6 3.4 Provision for losses on accounts receivables 30.3 12.4 Stock compensation expense 14.0 11.8 Deferred income tax (benefit) expense (4.8) 2.5 Other non-cash activities 28.4 (0.1)Changes in operating assets and liabilities, net

Accounts receivable 192.9 (63.6)Inventories (160.7) (61.3)Prepaid expenses and other assets (27.2) 24.9 Trade accounts payable 7.7 67.4 Outstanding checks in excess of deposits (305.0) 15.2 Accrued expenses and other liabilities 15.5 32.0

Net cash provided by operating activities 17.6 260.5 Cash flows from investing activities:

Purchases of property, plant and equipment (101.1) (93.1)Net cash paid for acquisitions (1,989.0) (57.7)Proceeds from sale of property, plant and equipment 0.8 1.0

Net cash used in investing activities (2,089.3) (149.8)Cash flows from financing activities:

Net borrowings (payments) under ABL Facility 950.4 (81.7)Payments on financed property, plant and equipment (1.7) (5.0)Net proceeds from issuance of common stock 490.6 — Borrowing of Notes due 2027 1,060.0 — Cash paid for acquisitions (7.2) (3.5)Payments under finance lease obligations (16.9) (9.3)Proceeds from exercise of stock options 4.7 6.2 Cash paid for shares withheld to cover taxes (7.9) (7.5)Repurchases of common stock (5.0) (9.3)Cash paid for debt issuance, extinguishment and modifications (37.5) —

Net cash provided by (used in) financing activities 2,429.5 (110.1)Net increase in cash and restricted cash 357.8 0.6 Cash and restricted cash, beginning of period 25.4 17.8 Cash and restricted cash, end of period $ 383.2 $ 18.4

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 March 28, 2020 As of June 29, 2019 Cash $ 372.1 $ 14.7 Restricted cash(1) 11.1 10.7 Total cash and restricted cash $ 383.2 $ 25.4

(1) Restricted cash represents amounts required by insurers to collateralize a part of the deductibles for the Company’s workers’ compensation and liability claims.

9

Supplemental disclosures of non-cash transactions are as follows:

(In millions) Nine Months Ended March

28, 2020 Nine Months Ended

March 30, 2019 Debt assumed through finance lease obligations $ 79.9 $ 90.0 Purchases of property, plant and equipment, financed 1.6 3.0

Supplemental disclosures of cash flow information are as follows:

(In millions) Nine Months Ended


March 30, 2019 Cash paid during the year for:

Interest $ 47.5 $ 43.6 Income taxes paid, net of refunds 28.5 3.2


10

PERFORMANCE FOOD GROUP COMPANYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) 1. Summary of Business Activities

Business Overview

Performance Food Group Company, through its subsidiaries, markets and distributes primarily national and company-branded food and food-relatedproducts to customer locations across the United States. 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 andindustry locations, and healthcare facilities. The Company also specializes in distributing candy, snacks, beverages, cigarettes, other tobacco products and otheritems nationally to vending distributors, big box retailers, theaters, convenience stores, and hospitality providers.

Share Repurchase Program

On November 13, 2018, the Board of Directors of the Company (the “Board of Directors”) authorized a share repurchase program for up to $250 million ofthe Company’s outstanding common stock. The share repurchase program does not have an expiration date and may be amended, suspended, or discontinued at anytime. The share repurchase program remains subject to the discretion of the Board of Directors. During the three months and nine months ended March 28, 2020, theCompany repurchased and subsequently retired 0.3 million shares of common stock for a total of $5.0 million. During the three months and nine months endedMarch 30, 2019, the Company repurchased and subsequently retired 0.1 million and 0.3 million shares of common stock, respectively for a total of $4.1 million and$9.3 million for the respective periods. On March 23, 2020, the Company discontinued further repurchases under the plan. As of March 28, 2020, approximately$235.7 million remained available for additional share repurchases.

Equity Issuances

On November 20, 2019, Performance Food Group Company entered into an underwriting agreement related to the issuance and sale of an aggregate of10,120,000 shares of its common stock, and up to 1,518,000 additional shares at the underwriters’ option, in each case on a forward sale basis. On November 22,2019, the full option to purchase the 1,518,000 shares of additional common stock shares on a forward basis was exercised by the underwriters, and, on November25, 2019, the Company closed the offering. On December 30, 2019, the Company physically settled the forward sale agreement at the forward sale price of $42.70per share, net of the underwriting discount. The aggregate offering price of the amount of newly issued common stock was $514.9 million. In connection with theoffering, the Company paid the underwriters a discount of $1.55 per share, for total underwriting discounts and commissions of $18.0 million. In addition, theCompany incurred direct offering expenses of $6.3 million. The Company used the $490.6 million net proceeds that it received from the common stock offering tofinance the cash consideration payable in connection with the acquisition of Reinhart.

On April 16, 2020, Performance Food Group Company entered into an underwriting agreement related to the issuance and sale of 15,525,000 shares of itscommon stock for a cash offering price of $22.50 per share ($21.77 per share net of underwriting discounts and commissions), including the exercise in full by theunderwriters of their option to purchase additional shares on April 20, 2020. The aggregate offering price of the issued common stock was $349.3 million. Inconnection with the offering, the Company paid the underwriters a discount of $0.73 per share, for total underwriting discounts and commissions of $11.3 million.In addition, the Company incurred direct offering expenses of $0.3 million. The Company intends to use the $337.7 million of net proceeds from the offering forworking capital and other general corporate purposes.

2. Summary of Significant Accounting Policies and Estimates Basis of Presentation

The consolidated financial statements have been prepared by the Company, without audit, with the exception of the June 29, 2019 consolidated balancesheet, which was derived from the audited consolidated financial statements included in the Form 10-K. The financial statements include consolidated balancesheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of shareholders’ equity, and consolidatedstatements of cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary topresent fairly the financial position, results of operations, comprehensive income, shareholders’ equity, and cash flows for all periods presented have been made.

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets andliabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates usedby management are related to the accounting for the allowance for doubtful accounts, reserve for inventories, impairment testing of goodwill and other intangibleassets, acquisition accounting, reserves for claims and recoveries under insurance programs, vendor rebates and other promotional incentives, bonus

11

accruals, depreciation, amortization, determination of useful lives of tangible and intangible assets, leases, and income taxes. Actual results could differ from theseestimates.

The results of operations are not necessarily indicative of the results to be expected for the full fiscal year. Therefore, these financial statements should beread in conjunction with the audited financial statements and notes thereto included in the Form 10-K. Certain footnote disclosures included in annual financialstatements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements. Risks and Uncertainties

The Company is subject to risks and uncertainties as a result of COVID-19. The unprecedented impact of COVID-19 has grown throughout the world,

including in the United States, and governmental authorities have implemented numerous measures attempting to contain and mitigate the effects of the virus,including travel bans and restrictions, quarantines, shelter in place orders, shutdowns and social distancing requirements. These measures have adversely affectedand may further adversely affect the Company’s workforce and operations and the operations of its customers and suppliers. The Company’s distribution centershave experienced instances of reduced operations, including reduced operating hours, and in markets where governments have imposed restrictions on travel outsideof the home, or where customers are practicing social distancing, many of our customers, including restaurants, schools, hotels, movie theaters, and business andindustry locations, have reduced or discontinued operations, which has and is expected to continue to adversely affect demand in the foodservice industry, includingdemand for our products and services.

We expect that COVID-19 will have a material adverse impact on our future results of operations and liquidity. However, the extent to which COVID-19will affect our financial position, liquidity, and results of operations is uncertain. 3. Recently Issued Accounting Pronouncements

Recently Adopted Accounting PronouncementsIn February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) and has

issued subsequent amendments to this guidance. The ASU is a comprehensive new lease accounting model that requires companies to recognize lease assets andlease liabilities on the balance sheet and disclose key information about leasing arrangements. The Company adopted this new standard as of June 30, 2019, theeffective and initial application date, using the modified retrospective approach. Comparative periods presented in the consolidated financial statements prior to June30, 2019 continue to be presented under Accounting Standards Codification (“ASC”) 840. The Company elected the package of practical expedients, which allowedthe Company not to reassess whether arrangements contain leases, the classification of leases, and the capitalization of initial direct costs. The Company also made apolicy election to exclude leases with an initial term of 12 months or less from the consolidated balance sheet, and the Company recognizes lease expense for theseleases on a straight-line basis over the lease term.

The Company’s June 30, 2019 adoption of the new standard resulted in the recognition of operating lease liabilities totaling $423.8 million, based upon thepresent value of the remaining minimum rental payments using discount rates as of the adoption date, with $82.1 million within Operating lease liabilities - currentand $341.7 million within Operating lease liabilities, excluding current installments. In addition, we recorded corresponding Operating lease right-of-use assetstotaling $423.0 million based upon the operating lease liabilities adjusted for deferred rent of $11.0 million, favorable lease intangible assets of $5.3 million andprepaid rent and other adjustments of $4.9 million. The new standard did not have a material impact on the consolidated statements of operations and theconsolidated statement of cash flows. See Note 8. Leases for further discussion of the Company’s leasing arrangements and required ASC 842 disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrumentsand has issued subsequent amendments to this guidance. The pronouncement changes the impairment model for most financial assets and will require the use of an“expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on suchinstruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected onthe financial asset. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. TheCompany plans to adopt the new standard in fiscal 2021. Companies are required to apply the standard using a modified retrospective approach, with a cumulative-effect adjustment recorded to beginning retained earnings on the effective date. The Company is in the process of evaluating the impact of this ASU on its futureconsolidated financial statements but does not expect this update to have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting forImplementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements forcapitalizing implementation costs incurred in a hosting arrangement that is a

12

service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements thatinclude an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by theamendments in this update. The amendments in this update are effective for interim and annual periods beginning after December 15, 2019, with early adoptionpermitted. The Company plans to adopt this new ASU in fiscal 2021. The amendments in this update should be applied either retrospectively or prospectively to allimplementation costs incurred after the date of adoption. The Company is in the process of assessing the impact of this ASU on its future consolidated financialstatements but does not expect this update to have a material impact on the Company's consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update simplifies theaccounting for income taxes by removing certain exceptions for intra-period tax allocations, recognition of deferred tax liabilities after a foreign subsidiarytransitions to or from equity method accounting, and methodology of calculating income taxes in an interim period with year-to-date losses. Additionally, theguidance provides additional clarification on other areas, including step-up of the tax basis of goodwill recorded as part of an acquisition and the treatment offranchise taxes that are partially based on income. This pronouncement is effective for interim and annual periods beginning after December 15, 2020, with earlyadoption permitted. The Company plans to adopt this new ASU in fiscal 2022. Companies are required to apply the standard on a prospective basis, except forcertain sections of the guidance which shall be applied on a retrospective or modified retrospective basis. The Company is in the process of assessing the impact ofthis ASU on its future consolidated financial statements but does not expect this update to have a material impact on the Company's consolidated financialstatements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). The update provides optional expedients and exceptions for applyinggenerally accepted accounting principles to contracts, hedging relationships, and other transactions affected by the discontinuation of LIBOR or anotherdiscontinued reference rate if certain criteria are met. The pronouncement is effective as of March 12, 2020 through December 21, 2022. The Company plans toadopt this new ASU in fiscal 2022. Companies are required to apply the standard on a prospective basis, with any adjustments resulting from election of theamendments to existing hedging relationships reflected as of the beginning of the interim period of election. The Company is in the process of assessing the impactof this ASU on its future consolidated financial statements but does not expect this update to have a material impact on the Company’s consolidated financialstatements. 4. Revenue Recognition

The Company markets and distributes primarily national and company-branded food and food-related products to customer locations across the UnitedStates. The Foodservice segment supplies a “broad line” of products to its customers, including the Company’s performance brands and custom-cut meats andseafood, as well as products that are specific to each customer’s menu requirements. Vistar distributes candy, snacks, beverages, cigarettes, other tobacco productsand other products to various customer channels. The Company disaggregates revenue by product offerings and determined that disaggregating revenue at thesegment level achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economicfactors. Refer to Note 14. Segment Information for external revenue by reportable segment.

The Company has customer contracts in which incentives are paid upfront to certain customers. These payments have become industry practice and are notrelated to financing the customer’s business, nor are they associated with any distinct good or service to be received from the customer. These incentive paymentsare capitalized and amortized to net sales over the life of the contract or the expected life of the customer relationship on a straight-line basis. The Company’scontract asset for these incentives totaled $15.7 million and $10.6 million as of March 28, 2020 and June 29, 2019, respectively. 5. Business Combinations

During the first nine months of fiscal 2020 the Company paid $2.0 billion for one acquisition and during the first nine months of fiscal 2019, the Companypaid cash of $58.1 million for three acquisitions. The prior year acquisitions did not materially affect the Company’s results of operations.

13

The acquisition of Eby-Brown Company LLC (“Eby-Brown”) in the fourth quarter of fiscal 2019 included contingent consideration, including earnout paymentsin the event certain operating results are achieved during a defined post-closing period. Total contingent consideration outstanding was $91.1 million as of March28, 2020 and $82.6 million as of June 29, 2019. Earnout liabilities are measured using unobservable inputs that are considered a Level 3 measurement.

On December 30, 2019, the Company acquired Reinhart from Reyes Holdings, L.L.C. in a transaction valued at $2.0 billion, or approximately $1.7 billionnet of an estimated tax benefit to PFG of approximately $265 million. The $2.0 billion purchase price was financed with $464.7 million of borrowings under theABL Facility (as defined below), net proceeds of $1,033.7 million from new senior unsecured Notes due 2027 (as defined below), and net proceeds of $490.6million from an offering of shares of the Company’s common stock. The Reinhart acquisition expands the Company’s broadline presence by enhancing itsdistribution footprint in key geographies, and the Company believes it will help achieve its long-term growth goals. The Reinhart acquisition is reported in theFoodservice segment.

Assets acquired and liabilities assumed are recognized at their respective fair values as of the acquisition date. The following table summarizes the

preliminary purchase price allocation for each major class of assets acquired and liabilities assumed for the fiscal 2020 acquisition.

(In millions) Fiscal 2020 Net working capital $ 110.8 Goodwill 583.1 Intangible assets with definite lives: Customer relationships 642.0 Trade names and trademarks 174.0 Technology 3.1 Non-compete 1.0

Property, plant and equipment 475.0 Total purchase price $ 1,989.0

Intangible assets consist primarily of customer relationships, trade names, technology and non-compete agreements with useful lives of 11.5 years, 6.5 years,

8.0 years, and 3.0 years, respectively, and a total weighted-average useful life of 10.4 years. The excess of the estimated fair value of the assets acquired and theliabilities assumed over consideration paid was recorded as $583.1 million of goodwill on the acquisition date. The goodwill reflects the value to the Companyassociated with the expansion of geographic reach and scale of our distribution footprint and enhancements to the Company’s customer base. The Company is in theprocess of determining the amount of goodwill that is deductible for income tax purposes.

Subsequent to the valuation of the acquired intangible assets, the Company recorded $16.4 million of accelerated amortization related to customer

relationships and trade names as a result of the impact of COVID-19 on the expected future net sales to Reinhart customers.

The net sales and net loss related to Reinhart recorded in the Company’s Consolidated Statements of Operations since the date of acquisition through March28, 2020 are $1,355.1 million and $29.1 million, respectively.

The following table summarizes the unaudited pro-forma consolidated financial information of the Company as if the acquisition had occurred on July 1,2018.

Three Months Ended Nine Months Ended (in millions) March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019 Net Sales $ 7,000.7 $ 6,139.0 $ 22,443.7 $ 18,405.6 Net (Loss) Income (30.5) 8.6 26.3 38.8

These pro-forma results include nonrecurring pro-forma adjustments related to acquisition costs incurred. The pro-forma net income for the nine months

ended March 30, 2019 includes $18.8 million, after-tax, of acquisition costs assuming the acquisition had occurred on July 1, 2018. The recurring pro-formaadjustments include estimates of interest expense for the Notes due 2027 and estimates of depreciation and amortization associated with fair value adjustments forproperty, 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 1, 2018 or future consolidated results of operations of the Company.

14

6. Debt

The Company is a holding company and conducts its operations through its subsidiaries, which have incurred or guaranteed indebtedness as described below.

Debt consisted of the following: (In millions) As of March 28, 2020 As of June 29, 2019 ABL Facility $ 1,809.4 $ 859.0 5.500% Notes due 2024 350.0 350.0 5.500% Notes due 2027 1,060.0 - Less: Original issue discount and deferred financing costs (33.0) (6.1)

Long-term debt 3,186.4 1,202.9 Less: current installments - -

Total debt, excluding current installments $ 3,186.4 $ 1,202.9

ABL Facility

PFGC, Inc. (“PFGC”), a wholly-owned subsidiary of the Company, is a party to the Fourth Amended and Restated Credit Agreement dated December 30,2019 (the “ABL Facility”). The ABL Facility has an aggregate principal amount of $3.0 billion and matures on December 30, 2024. Performance Food Group, Inc.,a wholly-owned subsidiary of PFGC, is the lead borrower under the ABL Facility, which is jointly and severally guaranteed by, and secured by the majority of theassets of, PFGC and all material domestic direct and indirect wholly-owned subsidiaries of PFGC (other than captive insurance subsidiaries and other excludedsubsidiaries).

Borrowings under the ABL Facility bear interest, at Performance Food Group, Inc.’s option, at (a) the Base Rate (defined as the greater of (i) the FederalFunds Rate in effect on such date plus 0.5%, (ii) the Prime Rate on such day, or (iii) one month LIBOR plus 1.0%) plus a spread or (b) LIBOR plus a spread. TheABL Facility also provides for an unused commitment fee of 0.25% per annum.

The following table summarizes outstanding borrowings, availability, and the average interest rate under the ABL Facility: (Dollars in millions) As of March 28, 2020 As of June 29, 2019 Aggregate borrowings $ 1,809.4 $ 859.0 Letters of credit under ABL Facility 139.1 89.9 Excess availability, net of lenders’ reserves of $70.1 and $38.6 848.8 1,182.7 Average interest rate 2.72% 4.01%

On April 29, 2020, PFGC entered into the First Amendment to the ABL Facility (the “First Amendment”). The First Amendment increased the aggregateprincipal amount under the ABL Facility from $3.0 billion to $3.11 billion, of which $110 million is a 364-day maturity loan that is junior to the other obligationsowed under the ABL Facility (the “Additional Junior Term Loan”).

Senior Notes due 2027

On September 27, 2019, PFG Escrow Corporation (the “Escrow Issuer”), a wholly-owned subsidiary of PFGC, issued and sold $1,060.0 million aggregateprincipal amount of its 5.500% Senior Notes due 2027 (the “Notes due 2027”).

Upon issuance of the Notes due 2027, the gross proceeds of the offering, along with certain additional funds were deposited into a segregated escrowaccount. Following the completion of the Reinhart acquisition on December 30, 2019 the funds were released from escrow and were used, together with the netproceeds from an offering of shares of the Company’s common stock and borrowings under the ABL Facility, to fund the cash consideration for the transaction andto pay related fees and expenses. The Escrow Issuer merged with and into Performance Food Group, Inc., with Performance Food Group, Inc. as the survivingentity, and by entry into a supplemental indenture along with PFGC, Performance Food Group, Inc. assumed all of the Escrow Issuer’s obligations as the issuerunder the indenture for the Notes due 2027. Additionally, PFGC and each of the subsidiaries of PFGC identified as a guaranteeing subsidiary became a guarantor ofthe Notes due 2027. The Notes due 2027 are not guaranteed by Performance Food Group Company.

The Notes due 2027 were issued at 100.0% of their par value. The Notes due 2027 mature on October 15, 2027 and bear interest at a rate of 5.500% 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 theproceeds as required, the holders of the Notes due 2027 will have the right to require Performance Food Group, Inc. to repurchase each holder’s Notes due 2027 at aprice 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 unpaidinterest. Performance Food Group, Inc. may redeem all or a part of the Notes due 2027 at any time prior to October 15, 2022 at a redemption price equal to 100% ofthe principal amount of the Notes due 2027 being redeemed plus a make-whole premium and accrued and unpaid interest, if any, to, but not including, theredemption date. In addition, beginning on October 15, 2022, Performance Food Group, Inc. may redeem all or a part of the Notes due 2027 at a

15

redemption price equal to 102.750% of the principal amount redeemed, plus accrued and unpaid interest. The redemption price decreases to 101.375% and 100% ofthe principal amount redeemed on October 15, 2023 and October 15, 2024, respectively. In addition, at any time prior to October 15, 2022, Performance FoodGroup, Inc. may redeem up to 40% of the Notes due 2027 from the proceeds of certain equity offerings at a redemption price equal to 105.500% of the principalamount thereof, plus accrued and unpaid interest.

The indenture governing the Notes due 2027 contains covenants limiting, among other things, PFGC and its restricted subsidiaries’ ability to incur orguarantee additional debt or issue disqualified stock or preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; makecertain 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 asunrestricted subsidiaries; and transfer or sell certain assets. These covenants are subject to a number of important exceptions and qualifications. The Notes due 2027also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes due 2027 to become or bedeclared due and payable.


On May 17, 2016, Performance Food Group, Inc. issued and sold $350.0 million aggregate principal amount of its 5.500% Senior Notes due 2024 (the“Notes due 2024”). The Notes due 2024 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 2024 are not guaranteed by PerformanceFood Group Company.

Letters of Credit Facility

On August 9, 2018, Performance Food Group, Inc. and PFGC entered into a Continuing Agreement for Letters of Credit (the “Letters of Credit Facility”).The Letters of Credit Facility is an uncommitted facility that provides for the issuance of letters of credit in an aggregate amount not to exceed $40.0 million. Eachletter of credit shall have a term not to exceed one year; however, a letter of credit may renew automatically in accordance with its terms. A fee equal to 2.5% perannum on the average daily amount available to be drawn on each day under each outstanding letter of credit is payable quarterly. As of March 28, 2020, theCompany has $28.3 million letters of credit outstanding under the Letters of Credit Facility.


On April 21, 2020, Performance Food Group, Inc. issued and sold $275.0 million aggregate principal amount of its 6.875% Senior Notes due 2025 (the “Notesdue 2025”). The Notes due 2025 are jointly and severally guaranteed on a senior unsecured basis by PFGC and all domestic direct and indirect wholly-ownedsubsidiaries of PFGC (other than captive insurance subsidiaries and other excluded subsidiaries). The Notes due 2025 are not guaranteed by Performance FoodGroup Company. The proceeds from the Notes due 2025 will be used for working capital and general corporate purposes and to pay related fees and expenses.

The Notes due 2025 were issued at 100.0% of their par value. The Notes due 2025 mature on May 1, 2025 and bear interest at a rate of 6.875% 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 theproceeds as required, the holders of the Notes due 2025 will have the right to require Performance Food Group, Inc. to repurchase each holder’s Notes due 2025 at aprice 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 unpaidinterest. Performance Food Group, Inc. may redeem all or a part of the Notes due 2025 at any time prior to May 1, 2022 at a redemption price equal to 100% of theprincipal amount of the Notes due 2025 being redeemed plus a make-whole premium and accrued and unpaid interest, if any, to, but not including, the redemptiondate. In addition, beginning on May 1, 2022, Performance Food Group, Inc. may redeem all or a part of the Notes due 2025 at a redemption price equal to 103.438%of the principal amount redeemed, plus accrued and unpaid interest. The redemption price decreases to 101.719% and 100% of the principal amount redeemed onMay 1, 2023 and May 1, 2024, respectively. In addition, at any time prior to May 1, 2022, Performance Food Group, Inc. may redeem up to 40% of the Notes due2025 from the proceeds of certain equity offerings at a redemption price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest.


16

7. Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposuresto a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interestrate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments.Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment offuture known and uncertain cash amounts, the value of which are determined by interest rates and diesel fuel costs. The Company’s derivative financial instrumentsare 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’sborrowings and diesel fuel purchases.

The effective portion of changes in the fair value of derivatives that are both designated and qualify as cash flow hedges is recorded in other comprehensiveincome and subsequently reclassified into earnings in the period that the hedged transaction occurs. The ineffective portion of the change in fair value of thederivatives is recognized directly in earnings.

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 aredesignated as cash flow hedges and involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments overthe 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 flowhedges.

As of March 28, 2020, Performance Food Group, Inc. had eight interest rate swaps with a combined $850.0 million notional amount. The following tablesummarizes the outstanding interest rate swap agreement as of March 28, 2020 (in millions):

Effective Date Maturity Date NotionalAmount

Fixed RateSwapped

June 30, 2017 June 30, 2020 $ 50.0 1.23%June 30, 2017 June 30, 2020 $ 50.0 1.25%June 30, 2017 June 30, 2020 $ 50.0 1.26%August 9, 2018 August 9, 2021 $ 75.0 1.21%August 9, 2018 August 9, 2021 $ 75.0 1.20%June 30, 2020 December 31, 2021 $ 100.0 2.16%August 9, 2021 April 9, 2023 $ 100.0 2.93%April 15, 2021 December 15, 2024 $ 350.0 0.84%

For the three and nine months ended March 28, 2020, the Company recognized a loss of $6.7 million, net of tax, in accumulated other comprehensive incomerelated to changes in the fair value of its interest rate swaps. Hedges of Forecasted Diesel Fuel Purchases

From time to time, Performance Food Group, Inc. enters into costless collar or swap arrangements to manage its exposure to variability in cash flowsexpected to be paid for its forecasted purchases of diesel fuel. As of March 28, 2020, Performance Food Group, Inc. was a party to 16 such arrangements, with anaggregate 32.7 million gallon original notional amount, of which an aggregate 28.4 million gallon notional was remaining. The remaining 28.4 million gallonforecasted purchases of diesel fuel are expected to be made between April 1, 2020 and December 31, 2021.

The fuel collar instruments do not qualify for hedge accounting. Accordingly, the derivative instruments are recorded as an asset or liability on the balancesheet at fair value and any changes in fair value are recorded in the period of change as unrealized gains or losses on fuel hedging instruments and included in Other,net, in the accompanying consolidated statements of operations. For the three and nine months ended March 28, 2020, the Company recognized losses of $7.4million and $7.3 million, respectively, related to changes in the fair value of fuel collar and swap instruments.

8. 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 theCompany’s consolidated balance sheet. Right-of-use assets and lease liabilities for both operating and finance leases are recognized based on present value of leasepayments over the lease term at commencement date. Since the Company’s leases

17

do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date to determine the presentvalue 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 profileand secured debt risk. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease expenses for these short-term leases arerecognized on a straight-line basis over the lease term. The Company has several lease agreements that contain lease and non-lease components, such asmaintenance, taxes, and insurance, which are accounted for separately. The difference between the operating lease right-of-use assets and operating lease liabilitiesprimarily 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, andtrailers. Our leases have remaining lease terms of 1 year to 20 years, some of which include options to extend the leases for up to 10 years, and some of whichinclude options to terminate the leases within 1 year. Certain full-service fleet lease agreements include variable lease payments associated with usage, which arerecorded and paid as incurred. When calculating lease liabilities, lease terms will include options to extend or terminate the lease when it is reasonably certain thatthe Company will exercise that option.

Certain of the leases for tractors, trailers, and other vehicles and equipment provide for residual value guarantees to the lessors. Circumstances that wouldrequire 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 residualvalues 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 lessthan the residual value of the leased assets specified in the lease agreements. Residual value guarantees under these operating lease agreements typically rangebetween 6% and 16% of the value of the leased assets at inception of the lease. These leases have original terms ranging from 5 to 7.2 years and expiration datesranging from 2020 to 2027. As of March 28, 2020, the undiscounted maximum amount of potential future payments for lease residual value guarantees totaledapproximately $23.6 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 March 28, 2020(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

March 28, 2020 Assets: Operating Operating lease right-of-use assets $ 440.8 Finance Property, plant and equipment, net 200.1 Total lease assets $ 640.9 Liabilities: Current

Operating Operating lease obligations—current installments $ 83.3 Finance Finance lease obligations—current installments 28.1

Non-current Operating Operating lease obligations, excluding current installments 360.6 Finance Finance lease obligations, excluding current installments 182.1

Total lease liabilities $ 654.1 Weighted average remaining lease term

Operating leases 8.1 years Finance leases 7.0 years

Weighted average discount rate Operating leases 5.1%Finance leases 5.3%

The following table presents the location of lease costs in the Company consolidated statement of operations for the three and nine months ended March28, 2020 (in millions):

Lease Cost Statement of Operations Location Three months ended

March 28, 2020 Nine months ended

March 28, 2020 Finance lease cost:

Amortization of finance lease assets Operating expenses $ 6.7 $ 17.2 Interest on lease liabilities Interest expense 2.7 7.6 Total finance lease cost $ 9.4 $ 24.8

Operating lease cost Operating expenses 28.9 83.7 Short-term lease cost Operating expenses 6.6 18.1

Total lease cost $ 44.9 $ 126.6

18

Supplemental cash flow information related to leases for the period reported is as follows (in millions):

(In millions) Nine months ended

March 28, 2020 Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 81.1 Operating cash flows from finance leases 7.6 Financing cash flows from finance leases 16.9

Right-of-use assets obtained in exchange for lease obligations: Operating leases 49.6 Finance leases 26.8

Future minimum lease payments under non-cancelable leases as of March 28, 2020 are as follows (in millions):

Fiscal Year Operating

Leases Finance Leases Remaining 2020 $ 26.7 $ 9.7 2021 101.2 38.5 2022 84.0 38.0 2023 68.1 36.9 2024 50.6 36.0 Thereafter 224.8 95.1

Total future minimum lease payments $ 555.4 $ 254.2 Less: Interest 111.5 44.0 Present value of future minimum lease payments $ 443.9 $ 210.2

Future minimum lease payments in effect as of June 29, 2019 under non-cancelable leases, as determined prior to the adoption of ASC 842, were as

follows (in millions):

Fiscal Year Operating

Leases Finance Leases 2020 $ 104.7 $ 26.7 2021 89.6 26.3 2022 73.8 25.8 2023 58.2 24.7 2024 40.8 23.9 Thereafter 163.8 58.4

Total future minimum lease payments $ 530.9 $ 185.8 Less: Interest 38.6 Present value of future minimum lease payments $ 147.2

As of March 28, 2020, the Company has additional operating and finance leases that have not yet commenced which total $47.7 million in future

minimum lease payments and $0.4 million of residual value guarantees. These leases primarily relate to warehouse leases and will commence in fiscal 2020 withlease terms of 7 to 15 years. 9. 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 theirfair 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 fairvalue of long-term debt, which has a carrying value of $3,186.4 million and $1,202.9 million, is $3,071.2 million and $1,216.3 million at March 28, 2020 and June29, 2019, respectively, and is determined by reviewing current market pricing related to comparable debt issued at the time of the balance sheet date, and isconsidered a Level 2 measurement. 10. Income Taxes

The determination of the Company’s overall effective tax rate requires significant judgment, the use of estimates, and the interpretation and application ofcomplex tax laws. The effective tax rate reflects the income earned and taxed in various United States federal and state jurisdictions. Tax law changes, increases anddecreases in temporary and permanent differences between book and tax

19

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 interestand penalties related to uncertain tax positions in income tax expense.

The Company’s effective tax rate was 33.6% for the three months ended March 28, 2020 and 26.1% for the three months ended March 30, 2019. TheCompany’s effective tax rate was 7.3% for the nine months ended March 28, 2020 and 23.4% for the nine months ended March 30, 2019. The effective tax ratevaried from the 21% statutory rate primarily due to state taxes, federal credits and other permanent items. The excess tax benefit of exercised and vested stockawards is treated as a discrete item. Other discrete items recognized for the three months ended March 28, 2020 included state tax credits and changes in uncertaintax positions. The effective tax rates for three months and nine months ended March 28, 2020 differed from the prior year periods due to the increase of non-deductible expenses and discrete items as a percentage of book income, which was significantly lower than the book income for the same periods of fiscal 2019.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security (CARES) Act, which provides relief to taxpayersaffected by COVID-19. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the utilization ofnet operating losses, temporary changes to limitations on interest deductions, deferral of certain payment requirements for the employer portion of Social Securitytaxes, technical corrections from prior tax legislation with respect to tax depreciation of certain qualified improvement property, and the creation of refundableemployee retention credits. The Company is currently evaluating the impact of the CARES Act on its consolidated financial statements and has not yet quantifiedwhat material impacts to the financial statements (if any) may result from provisions of the CARES Act. The Company anticipates it will likely benefit from thetemporary five-year net operating loss carryback provisions, the technical correction for qualified leasehold improvements, and potentially other provisions withinthe CARES Act. At this time it is not possible to reasonably estimate the amount of net operating losses (if any) that might be available for carryback.

As of March 28, 2020 and June 29, 2019, the Company had net deferred tax assets of $29.1 million and $29.1 million, respectively, and deferred taxliabilities of $129.5 million and $137.1 million, respectively. As of June 29, 2019, the Company had established a valuation allowance of $0.5 million, net of federalbenefit, against deferred tax assets related to certain net operating losses which are not likely to be realized due to short carryback periods. There was no change inthe valuation allowance as of March 28, 2020. The Company believes that it is more likely than not that the remaining deferred tax assets will be realized.

The Company records a liability for Uncertain Tax Positions in accordance with FASB ASC 740-10-25, Income Taxes – General – Recognition. As ofMarch 28, 2020 and June 29, 2019, the Company had approximately $0.5 million and $1.9 million of unrecognized tax benefits, respectively. It is reasonablypossible that a decrease of approximately $0.4 million in the balance of unrecognized tax benefits may occur within the next twelve months primarily due to statuteof limitations expirations, that, if recognized, would affect the effective tax rate.

11. Commitments and Contingencies

Purchase Obligations

The Company had outstanding contracts and purchase orders for capital projects and services totaling $32.8 million at March 28, 2020. Amounts due underthese contracts were not included on the Company’s consolidated balance sheet as of March 28, 2020.

Guarantees

The Company from time to time enters into certain types of contracts that contingently require it to indemnify various parties against claims from thirdparties. These contracts primarily relate to: (i) certain real estate leases under which subsidiaries of the Company may be required to indemnify property owners forenvironmental 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) customeragreements 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 notexplicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, the Company has not been required to make paymentsunder 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 legalproceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable. When losses are probable andreasonably estimable, they have been accrued. Based on estimates of the range of potential losses associated with these matters, management does not believe thatthe ultimate resolution of these proceedings, either

20

individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the Company. However, thefinal 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 associatedrealized losses were to exceed the Company’s current estimates of the range of potential losses, the Company’s consolidated financial position or results ofoperations could be materially adversely affected in future periods.

U.S. Equal Employment Opportunity Commission Lawsuit. In March 2009, the Baltimore Equal Employment Opportunity Commission (“EEOC”) FieldOffice served the Company with company-wide (excluding, however, our Vistar and Roma Foodservice operations) subpoenas relating to alleged violations of theEqual Pay Act and Title VII of the Civil Rights Act (“Title VII”), seeking certain information from January 1, 2004 to a specified date in the first fiscal quarter of2009. In August 2009, the EEOC moved to enforce the subpoenas in federal court in Maryland, and the Company opposed the motion. In February 2010, the courtruled that the subpoena related to the Equal Pay Act investigation was enforceable company-wide but on a narrower scope of data than the original subpoena sought(the court ruled that the subpoena was applicable to the transportation, logistics, and warehouse functions of the Company’s broadline distribution centers only andnot to the Company’s PFG Customized distribution centers). The Company cooperated with the EEOC on the production of information. In September 2011, theEEOC notified the Company that the EEOC was terminating the investigation into alleged violations of the Equal Pay Act. In determinations issued in September2012 by the EEOC with respect to the charges on which the EEOC had based its company-wide investigation, the EEOC concluded that the Company engaged in apattern of denying hiring and promotion to a class of female applicants and employees into certain positions within the transportation, logistics, and warehousefunctions within the Company’s broadline division in violation of Title VII. In June 2013, the EEOC filed suit in federal court in Baltimore against the Company.The litigation concerns two issues: (1) whether the Company unlawfully engaged in an ongoing pattern and practice of failing to hire female applicants intooperations positions; and (2) whether the Company unlawfully failed to promote one of the three individuals who filed charges with the EEOC because of hergender. The EEOC seeks the following relief in the lawsuit: (1) to permanently enjoin the Company from denying employment to female applicants because of theirsex and denying promotions to female employees because of their sex; (2) a court order mandating that the Company institute and carry out policies, procedures,practices and programs which provide equal employment opportunities for females; (3) back pay with prejudgment interest and compensatory damages for a formerfemale employee and an alleged class of aggrieved female applicants; (4) punitive damages; and (5) costs. The court bifurcated the litigation into two phases. In thefirst phase, the jury will decide whether the Company engaged in a gender-based pattern and practice of discrimination and the individual claims of one formeremployee. If the EEOC prevails on all counts in the first phase, no monetary relief would be awarded, except possibly for the single individual’s claims, whichwould be immaterial. The remaining individual claims would then be tried in the second phase. At this stage in the proceedings, the Company cannot estimate eitherthe number of individual trials that could occur in the second phase of the litigation or the value of those claims. For these reasons, the Company is unable toestimate any potential loss or range of loss in the event of an adverse finding in the first and second phases of the litigation.

In May 2018, the EEOC filed motions for sanctions against the Company alleging that we failed to preserve certain paper employment applications and e-mails during 2004 – 2009. In the sanctions motions, the EEOC sought a range of remedies, including but not limited to, a default judgment against the Company, oralternatively, an order barring the Company from filing for summary judgment on the EEOC’s pattern and practice claims. The court denied the EEOC’s motions inJune 2019, but reserved ruling on whether the unavailability of certain documents will prejudice the EEOC’s ability to present expert testimony at the trial.

The parties filed cross motions for summary judgment, on March 18, 2020, the court denied both parties’ motions, which means the case will be set for trial.The court has not yet determined a trial date. The Company will continue to vigorously defend itself.

Tax Liabilities

The Company is subject to customary audits by authorities in the jurisdictions where it conducts business in the United States, which may result inassessments of additional taxes. 12. 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 productoptions, to reduce internal costs, and to achieve greater inventory turnover. The Company’s investment in the purchasing alliance was $4.9 million as of March 28,2020 and $4.6 million as of June 29, 2019. For the three-month periods ended March 28, 2020 and March 30, 2019, the Company recorded purchases of$234.8 million and $224.8 million, respectively, through the purchasing alliance. During the nine-month periods ended March 28, 2020 and March 30, 2019, theCompany recorded purchases of $733.2 million and $657.9 million, respectively, through the purchasing alliance. 13. 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 sharesoutstanding during the period. Diluted earnings per common share is calculated using the weighted-average

21

number of common shares and dilutive potential common shares outstanding during the period. In computing diluted earnings per common share, the averageclosing 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.For the three months ended March 28, 2020 diluted loss per common share is the same as basic loss per common share because the inclusion of potential commonshares is 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) Three months ended

March 28, 2020 Three months ended



March 30, 2019 Numerator:

Net (Loss) Income $ (40.2) $ 32.3 $ 37.1 $ 103.6 Denominator:

Weighted-average common shares outstanding 115.9 103.8 108.1 103.8 Dilutive effect of potential common shares - 1.3 1.4 1.3 Weighted-average dilutive shares outstanding 115.9 105.1 109.5 105.1

Basic (loss) earnings per common share $ (0.35) $ 0.31 $ 0.34 $ 1.00 Diluted (loss) earnings per common share $ (0.35) $ 0.31 $ 0.34 $ 0.99

14. Segment Information

The Company has two reportable segments: Foodservice and Vistar. The Foodservice segment markets and distributes food and food-related products toindependent restaurants, chain restaurants, and other institutional “food-away-from-home” locations. Foodservice offers a “broad line” of products, includingcustom-cut meat and seafood, as well as products that are specific to our customer’s menu requirements. The Vistar segment distributes candy, snacks, beverages,cigarettes, other tobacco products, and other products to customers in the vending, office coffee services, theater, retail, convenience store and other channels.Intersegment sales represent sales between the segments, which are eliminated in consolidation. Management evaluates the performance of each operating segmentbased on various operating and financial metrics, including total sales and EBITDA.

Corporate & All Other is comprised of corporate overhead and certain operations that are not considered separate reportable segments based on their size.This includes the operations of the Company’s internal logistics unit responsible for managing and allocating inbound logistics revenue and expense.

(In millions) Foodservice Vistar Corporate

& All Other Eliminations Consolidated For the three months ended March 28, 2020 Net external sales $ 4,946.6 $ 2,048.5 $ 5.6 $ — $ 7,000.7 Inter-segment sales 3.3 0.7 101.5 (105.5) — Total sales 4,949.9 2,049.2 107.1 (105.5) 7,000.7 Depreciation and amortization 79.9 13.1 6.3 — 99.3 Capital expenditures 21.5 23.2 7.4 — 52.1 For the three months ended March 30, 2019 Net external sales $ 3,792.8 $ 891.5 $ 4.7 $ — $ 4,689.0 Inter-segment sales 2.4 0.6 66.9 (69.9) — Total sales 3,795.2 892.1 71.6 (69.9) 4,689.0 Depreciation and amortization 24.2 9.5 6.0 — 39.7 Capital expenditures 24.5 2.8 5.7 — 33.0

22

(In millions) Foodservice Vistar Corporate

& All Other Eliminations Consolidated For the nine months ended March 28, 2020 Net external sales $ 12,717.5 $ 6,577.6 $ 17.2 $ — $ 19,312.3 Inter-segment sales 10.7 1.9 248.5 (261.1) — Total sales 12,728.2 6,579.5 265.7 (261.1) 19,312.3 Depreciation and amortization 130.3 36.2 19.3 — 185.8 Capital expenditures 37.8 44.7 18.6 — 101.1 For the nine months ended March 30, 2019 Net external sales $ 11,105.4 $ 2,724.6 $ 14.4 $ — $ 13,844.4 Inter-segment sales 7.7 2.0 196.3 (206.0) — Total sales 11,113.1 2,726.6 210.7 (206.0) 13,844.4 Depreciation and amortization 66.8 27.7 17.8 — 112.3 Capital expenditures 67.2 9.5 16.4 — 93.1

EBITDA for each reportable segment and Corporate & All Other is presented below along with a reconciliation to consolidated income before taxes.

Three Months Ended Nine Months Ended March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019 Foodservice EBITDA $ 91.7 $ 99.4 $ 309.3 $ 295.7 Vistar EBITDA 40.7 37.0 148.8 114.0 Corporate & All Other EBITDA (58.4) (36.5) (153.4) (114.1)Depreciation and amortization (99.3) (39.7) (185.8) (112.3)Interest expense (35.2) (16.5) (78.9) (48.1)Income before taxes $ (60.5) $ 43.7 $ 40.0 $ 135.2

Total assets by reportable segment, excluding intercompany receivables between segments, are as follows:

(In millions) As of

March 28, 2020 As of

June 29, 2019 Foodservice $ 5,734.2 $ 3,152.3 Vistar 1,524.0 1,271.0 Corporate & All Other 612.6 230.2

Total assets $ 7,870.8 $ 4,653.5

23

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited consolidated financialstatements and notes thereto included elsewhere in this quarterly report on Form 10-Q and the audited consolidated financial statements and the notes theretoincluded in the Form 10-K. In addition to historical consolidated financial information, this discussion contains forward-looking statements that reflect our plans,estimates, and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the “Item 1A. Risk Factors” section of the Form10-K and “Part II, Item 1A. Risk Factors” of this Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. Youshould carefully read “Special Note Regarding Forward-Looking Statements” in this Form 10-Q.

Our Company

We market and distribute over 200,000 food and food-related products to customers across the United States from over 100 distribution facilities to over200,000 customer locations in the “food-away-from-home” industry. We offer our customers a broad assortment of products including our proprietary-brandedproducts, nationally-branded products, and products bearing our customers’ brands. Our product assortment ranges from “center-of-the-plate” items (such as beef,pork, poultry, and seafood), frozen foods, and groceries to candy, snacks, beverages, cigarettes, and other tobacco products. We also sell disposables, cleaning andkitchen supplies, and related products used by our customers. In addition to the products we offer to our customers, we provide value-added services by allowing ourcustomers to benefit from our industry knowledge, scale, and expertise in the areas of product selection and procurement, menu development, and operationalstrategy.

The Company has two reportable segments: Foodservice and Vistar. Our Foodservice segment distributes a broad line of national brands, customer brands,and our proprietary-branded food and food-related products, or “Performance Brands.” Foodservice sells to independent and multi-unit “Chain” restaurants andother institutions such as schools, healthcare facilities, and business and industry locations. Our Chain customers are multi-unit restaurants with five or morelocations and include some of the most recognizable family and casual dining restaurant chains. Our Vistar segment specializes in distributing candy, snacks,beverages, cigarettes, other tobacco products and other items nationally to vending distributors, office coffee service distributors, big box retailers, theaters,convenience stores, and other channels. We believe that there are substantial synergies across our segments. Cross-segment synergies include procurement,operational best practices such as the use of new productivity technologies, and supply chain and network optimization, as well as shared corporate functions such asaccounting, treasury, tax, legal, information systems, and human resources.

Key Factors Affecting Our Business We believe that our short-term performance is principally affected by the COVID-19 pandemic:

In March 2020, during the Company’s third quarter ended March 28, 2020, the World Health Organization declared the COVID-19 outbreak to be a global

pandemic. In response to this declaration and the rapid spread of COVID-19 across the country, federal, state, and local governments have implemented variousmeans of slowing the spread of the virus. These measures include quarantines, stay-at-home or shelter-in-place orders, school closures, travel restrictions, closure ofnon-essential businesses, and other means. These measures have already had a significant adverse impact on the economy, but the full scope of the impact ofCOVID-19 is unknown.

As an essential element of the country’s food supply chain, the Company has continued to operate all of it distribution centers. Despite the Company’scontinued operations, mandatory and voluntary containment measures in response to COVID-19 have had a significant impact on the food-away-from-homeindustry, as many restaurants have closed, are restricting the number of patrons they will serve at one time, or are only providing carry-out or delivery options.These restrictions have also impacted businesses throughout the economy, including theaters, retail operations, schools and other businesses we provide productsand services to. Additionally, any economic recession in the future will likely have an adverse impact on the industry, as the frequency of purchases and amountspent by consumers for food away from home can impact our customers and therefore our sales.

During our third quarter ended March 28, 2020, we began to see the impact of COVID-19 in our operations, including significant decreases in sales. Despitethese difficulties, we have taken steps to ensure a strong financial position including forging new partnerships with grocery locations, supporting restaurantcustomers with the transition to higher volumes in take-out and delivery, and other means. Actions we have taken with the goal of maintaining financial liquidityand flexibility have included halting non-essential capital expenditure activities, managing costs, suspending our share repurchase program, furloughing oreliminating approximately 3,000 positions across our organization and loaning approximately 1,000 associates to grocery retail partners to help maintain foodsupply, as well as deferring 25% of our senior management’s base compensation and 25% of the cash fees to our directors for the period commencing April 6, 2020through December 31, 2020. We have drawn $400 million from the Company’s $3.0 billion revolving line of credit under the ABL Facility and entered into the FirstAmendment to the ABL Facility to provide for the $110 million Additional Junior Term Loan. Additionally, we issued and sold 15,525,000 shares of the Company’scommon stock and issued and sold the Notes due 2025.

24

We continue to assess the economic situation and evaluate measures to lessen the adverse impact of COVID-19 on our operations. However, there is no

certainty that such measures, or measures that we have already taken, will be successful in mitigating the risks posed by COVID-19. We expect that COVID-19 willhave a material adverse impact on our reported results for our fourth fiscal quarter of 2020 and potentially beyond. However, the extent to which COVID-19 willaffect our operations and results are highly variable and cannot be reasonably estimated at this time. For further discussion of this matter, refer “Item 1A. RiskFactors” in Part II of this report.

We believe that our long-term performance is principally affected by the following key factors:

• Changing demographic and macroeconomic trends. The share of consumer spending captured by the food-away-from-home industry increasedsteadily for several decades and paused during the recession that began in 2008. Following the recession, the share has again increased as a result ofincreasing employment, rising disposable income, increases in the number of restaurants, and favorable demographic trends, such as smaller householdsizes, an increasing number of dual income households, and an aging population base that spends more per capita at foodservice establishments. Thefoodservice distribution industry is also sensitive to national and regional economic conditions, such as changes in consumer spending, changes inconsumer confidence, and changes in the prices of certain goods.

• Food distribution market structure. The food distribution market consists of a wide spectrum of companies ranging from businesses selling a singlecategory of product (e.g., produce) to large national and regional broadline distributors with many distribution centers and thousands of products acrossall categories. We believe our scale enables us to invest in our Performance Brands, to benefit from economies of scale in purchasing and procurement,and to drive supply chain efficiencies that enhance our customers’ satisfaction and profitability. We believe that the relative growth of largerfoodservice distributors will continue to outpace that of smaller, independent players in our industry.

• Our ability to successfully execute our segment strategies and implement our initiatives. Our performance will continue to depend on our ability tosuccessfully execute our segment strategies and to implement our current and future initiatives. The key strategies include focusing on independentsales and Performance Brands, pursuing new customers for both of our reportable segments, expansion of geographies, utilizing our infrastructure togain further operating and purchasing efficiencies, and making strategic acquisitions.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures used by our management arediscussed below. The percentages on the results presented below are calculated based on rounded numbers.

Net Sales

Net sales is equal to gross sales, plus excise taxes, minus sales returns; sales incentives that we offer to our customers, such as rebates and discounts that areoffsets to gross sales; and certain other adjustments. Our net sales are driven by changes in case volumes, product inflation that is reflected in the pricing of ourproducts, and mix of products sold.

Gross Profit

Gross profit is equal to our net sales minus our cost of goods sold. Cost of goods sold primarily includes inventory costs (net of supplier consideration) andinbound freight. Cost of goods sold generally changes as we incur higher or lower costs from our suppliers and as our customer and product mix changes.

EBITDA and Adjusted EBITDA

Management measures operating performance based on our EBITDA, defined as net income before interest expense, interest income, income taxes, anddepreciation and amortization. EBITDA is not defined under GAAP and is not a measure of operating income, operating performance, or liquidity presented inaccordance with GAAP and is subject to important limitations. Our definition of EBITDA may not be the same as similarly titled measures used by othercompanies.

We believe that the presentation of EBITDA enhances an investor’s understanding of our performance. We use this measure to evaluate the performance ofour segments and for business planning purposes. We present EBITDA in order to provide supplemental information that we consider relevant for the readers of ourconsolidated financial statements included elsewhere in this report, and such information is not meant to replace or supersede GAAP measures.

In addition, our management uses Adjusted EBITDA, defined as net income before interest expense, interest income, income and franchise taxes, anddepreciation and amortization, further adjusted to exclude certain items that we do not consider part of our core

25

operating results. Such adjustments include certain unusual, non-cash, non-recurring, cost reduction, and other adjustment items permitted in calculating covenantcompliance under our ABL Facility and indentures (other than certain pro forma adjustments permitted under our ABL Facility and indentures governing the Notesdue 2024, Notes due 2027 and Notes due 2025 relating to the Adjusted EBITDA contribution of acquired entities or businesses prior to the acquisition date). Underour ABL Facility and indentures, our ability to engage in certain activities such as incurring certain additional indebtedness, making certain investments, and makingrestricted payments is tied to ratios based on Adjusted EBITDA (as defined in the ABL Facility and indentures). Our definition of Adjusted EBITDA may not be thesame as similarly titled measures used by other companies.

Adjusted EBITDA is not defined under GAAP and is subject to important limitations. We believe that the presentation of Adjusted EBITDA is useful toinvestors because it is frequently used by securities analysts, investors, and other interested parties, including our lenders under the ABL Facility and holders of ourNotes due 2024, Notes due 2027 and Notes due 2025, in their evaluation of the operating performance of companies in industries similar to ours. In addition, targetsbased on Adjusted EBITDA are among the measures we use to evaluate our management’s performance for purposes of determining their compensation under ourincentive plans.

EBITDA and Adjusted EBITDA have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis ofour results as reported under GAAP. For example, EBITDA and Adjusted EBITDA:

• exclude certain tax payments that may represent a reduction in cash available to us;

• do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

• do not reflect changes in, or cash requirements for, our working capital needs; and

• do not reflect the significant interest expense, or the cash requirements, necessary to service our debt.

In calculating Adjusted EBITDA, we add back certain non-cash, non-recurring, and other adjustment items as permitted or required by our ABL Facility andindentures. Adjusted EBITDA among other things:

• does not include non-cash stock-based employee compensation expense and other non-cash charges; and

• does not include acquisition, restructuring, and other costs incurred to realize future cost savings and enhance our operations.

We have included the calculations of EBITDA and Adjusted EBITDA for the periods presented.

26

Results of Operations, EBITDA, and Adjusted EBITDA

The following table sets forth a summary of our results of operations, EBITDA, and Adjusted EBITDA for the periods indicated (in millions, except pershare data):

Three Months Ended March 28, 2020 March 30, 2019 Change %

Net sales $ 7,000.7 $ 4,689.0 $ 2,311.7 49.3 Cost of goods sold 6,193.2 4,084.3 2,108.9 51.6 Gross profit 807.5 604.7 202.8 33.5 Operating expenses 824.9 545.5 279.4 51.2 Operating (loss) profit (17.4) 59.2 (76.6) (129.4)Other expense, net

Interest expense 35.2 16.5 18.7 113.3 Other, net 7.9 (1.0) 8.9 NM Other expense, net 43.1 15.5 27.6 178.1

(Loss) income before income taxes (60.5) 43.7 (104.2) (238.4)Income tax (benefit) expense (20.3) 11.4 (31.7) (278.1)Net (loss) income $ (40.2) $ 32.3 $ (72.5) (224.5)EBITDA $ 74.0 $ 99.9 $ (25.9) (25.9)Adjusted EBITDA $ 131.1 $ 106.1 $ 25.0 23.6 Weighted-average common shares outstanding:

Basic 115.9 103.8 12.1 11.7 Diluted 115.9 105.1 10.8 10.3

(Loss) earnings per common share: Basic $ (0.35) $ 0.31 $ (0.66) (212.9)Diluted $ (0.35) $ 0.31 $ (0.66) (212.9)

Nine Months Ended

March 28, 2020 March 30, 2019 Change % Net sales $ 19,312.3 $ 13,844.4 $ 5,467.9 39.5 Cost of goods sold 17,082.2 12,031.5 5,050.7 42.0 Gross profit 2,230.1 1,812.9 417.2 23.0 Operating expenses 2,103.5 1,630.1 473.4 29.0 Operating profit 126.6 182.8 (56.2) (30.7)Other expense, net

Interest expense 78.9 48.1 30.8 64.0 Other, net 7.7 (0.5) 8.2 NM Other expense, net 86.6 47.6 39.0 81.9

Income before income taxes 40.0 135.2 (95.2) (70.4)Income tax expense 2.9 31.6 (28.7) (90.8)Net income $ 37.1 $ 103.6 $ (66.5) (64.2)EBITDA $ 304.7 $ 295.6 $ 9.1 3.1 Adjusted EBITDA $ 401.7 $ 318.5 $ 83.2 26.1 Weighted-average common shares outstanding:

Basic 108.1 103.8 4.3 4.1 Diluted 109.5 105.1 4.4 4.2

Earnings per common share: Basic $ 0.34 $ 1.00 $ (0.66) (66.0)Diluted $ 0.34 $ 0.99 $ (0.65) (65.7)

27

We believe that the most directly comparable GAAP measure to EBITDA and Adjusted EBITDA is net income. The following table reconciles EBITDA and

Adjusted EBITDA to net income for the periods presented:

Three Months Ended Nine Months Ended

March 28, 2020 March 30, 2019 March 28, 2020 March 30, 2019 (In millions) (In millions)

Net (loss) income $ (40.2) $ 32.3 $ 37.1 $ 103.6 Interest expense 35.2 16.5 78.9 48.1 Income tax (benefit) expense (20.3) 11.4 2.9 31.6 Depreciation 49.3 29.3 118.3 83.7 Amortization of intangible assets 50.0 10.4 67.5 28.6

EBITDA 74.0 99.9 304.7 295.6 Non-cash items (1) 6.1 3.3 18.8 12.9 Acquisition, integration and reorganization (2) 36.9 1.3 60.7 5.3 Productivity initiatives and other adjustment items (3) 14.1 1.6 17.5 4.7

Adjusted EBITDA $ 131.1 $ 106.1 $ 401.7 $ 318.5

(1) Includes adjustments for non-cash charges arising from stock-based compensation and gain/loss on disposal of assets. Stock-based compensation expense

was $5.2 million and $3.8 million for the third quarter of fiscal 2020 and fiscal 2019, respectively, and $14.0 million and $11.8 in the first nine months offiscal 2020 and fiscal 2019, respectively. In addition, this includes decreases in the last-in-first-out (“LIFO”) reserve of $0.6 million for both the third quarterof fiscal 2020 and fiscal 2019 and increases in the LIFO reserve of $3.1 million and $1.1 million for the first nine months of fiscal 2020 and fiscal 2019,respectively.

(2) Includes professional fees and other costs related to acquisitions, costs of integrating certain of our facilities, and facility closing costs.(3) Includes $5.8 million of development costs related to certain productivity initiatives the Company is no longer pursuing as a result of the Reinhart

acquisition, as well as amounts related to fuel collar derivatives, certain financing transactions, lease amendments, legal settlements and franchise taxexpense, and other adjustments permitted by our ABL Facility.

Consolidated Results of Operations

Three and nine months ended March 28, 2020 compared to the three and nine months ended March 30, 2019

Net Sales

Net sales growth is a function of case growth, pricing (which is primarily based on product inflation/deflation), and a changing mix of customers, channels,and product categories sold. Net sales increased $2,311.7 million, or 49.3%, for the third quarter of fiscal 2020 compared to the third quarter of fiscal 2019 andincreased $5,467.9 million, or 39.5%, for the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019. These increases in net sales wereprimarily attributable to recent acquisitions. The acquisition of Eby-Brown in the fourth quarter of 2019 contributed $1,212.1 million and $3,846.9 million of netsales in the third quarter and first nine months of fiscal 2020, respectively, including $256.9 million and $815.9 million related to excise taxes for the respectiveperiods. The acquisition of Reinhart in the third quarter of 2020 contributed $1,355.1 million of net sales in the third quarter and first nine months of fiscal 2020.Case volume increased 26.4% and 14.6% in the third quarter and first nine months of fiscal 2020, respectively, compared to the prior year periods. Excluding theimpact of the Reinhart and Eby-Brown acquisitions, case volume declined 7.2% and 0.9% in the third quarter and first nine months of fiscal 2020, respectively, ascompared to the prior year periods due primarily to the effects of COVID-19.

Gross Profit

Gross profit increased $202.8 million, or 33.5%, for the third quarter of fiscal 2020 compared to the third quarter of fiscal 2019 and increased $417.2 million,or 23.0%, for the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019. The acquisition of Reinhart contributed $167.6 million of grossprofit for the third quarter and first nine months of fiscal 2020 while the acquisition of Eby-Brown contributed $55.9 million and $183.1 million of gross profit forthe third quarter and first nine months of fiscal 2020, respectively.

Gross profit for the third quarter and first nine months of fiscal 2020 were negatively impacted by the decline in organic case volume and increases ininventory reserves of $4.9 million and $4.1 million, respectively, from the prior year periods, as a result of COVID-19. Gross profit as a percentage of net sales was11.5% for the third quarter of fiscal 2020 compared to 12.9% for the third quarter of fiscal 2019, and 11.5% for the first nine months of fiscal 2020 compared to13.1% for the first nine months of fiscal 2019; the decrease reflecting Eby-Brown’s lower margins primarily due to tobacco sales.

28

Operating Expenses

Operating expenses increased $279.4 million, or 51.2%, for the third quarter of fiscal 2020 compared to the third quarter of fiscal 2019 and increased $473.4million, or 29.0%, for the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019. The increase in operating expenses for both the thirdquarter and first nine months of fiscal 2020 was primarily driven by recent acquisitions. The acquisition of Reinhart resulted in an increase in operating expensesexcluding depreciation and amortization of $158.9 million for the third quarter and first nine months of fiscal 2020 while the acquisition of Eby-Brown resulted inan increase in operating expenses excluding depreciation and amortization of $53.6 million and $160.3 million for the third quarter and first nine months of fiscal2020, respectively.

Operating expenses also increased by $22.2 million for the third quarter and $35.0 million for the first nine months of fiscal 2020 as a result of professionalfees related to acquisitions and $18.3 million for the third quarter and $19.5 million for the first nine months of fiscal 2020 due to an increase in reserves related toexpected credit losses as a result of the current economic environment resulting from COVID-19. These increases were partially offset by a decrease in bonusexpense of $46.2 million and $34.2 million for the third quarter and first nine months of fiscal 2020, respectively, compared to the prior year periods.

Depreciation and amortization of intangible assets increased from $39.7 million in the third quarter of fiscal 2019 to $99.3 million in the third quarter offiscal 2020. Depreciation and amortization of intangible assets increased from $112.3 million for the first nine months of fiscal 2019 to $185.8 million in the firstnine months of fiscal 2020. These increases are primarily attributable to recent acquisitions. Total depreciation and amortization related to the acquisition ofReinhart was $52.4 million for the third quarter and first nine months of fiscal 2020, of which approximately $16.4 million of accelerated amortization related tocustomer relationships and trade names was recorded as a result of the impact of COVID-19 on the expected future net sales to Reinhart customers.

Net Income

Net income decreased $72.5 million, or 224.5%, for the third quarter of fiscal 2020 compared to the third quarter of fiscal 2019. The decrease in net incomewas primarily attributable to a $76.6 million decrease in operating profit along with a $18.7 million increase in interest expense, partially offset by a $31.7 milliondecrease in income tax expense. Net income decreased $66.5 million, or 64.2%, for the first nine months of fiscal 2020 compared to the first nine months of fiscal2019. The decrease in net income was primarily attributable to a $56.2 million decrease in operating profit along with a $30.8 million increase in interest expense,partially offset by a $28.7 million decrease in income tax expense.

The decrease in operating profit was a result of the increase in operating expenses discussed above, partially offset by the increase in gross profit. Theincrease in interest expense was primarily the result of an increase in borrowings during fiscal 2020 compared to fiscal 2019.

The decrease in income tax expense was primarily a result of the decrease in income before taxes. Our effective tax rate for the three months ended March28, 2020 was 33.6% compared to 26.1% for the three months ended March 30, 2019 and 7.3% for the first nine months of fiscal 2020 compared to 23.4% for thefirst nine months of fiscal 2019. The effective tax rates for the three months and nine months ended March 28, 2020 differed from the prior year periods due to theincrease of non-deductible expenses and discrete items as a percentage of income before taxes, which was significantly lower than the income before taxes for thesame periods of fiscal 2019.

Segment Results We have two reportable segments as described above – Foodservice and Vistar. Management evaluates the performance of these segments based various

operating and financial metrics, including their respective sales growth and EBITDA.

Corporate & All Other is comprised of unallocated corporate overhead and certain operations that are not considered separate reportable segments based ontheir size. This includes the operations of our internal logistics unit responsible for managing and allocating inbound logistics revenue and expense.

The following tables set forth net sales and EBITDA by segment for the periods indicated (dollars in millions):

29

Net Sales

Three Months Ended

March 28, 2020 March 30, 2019 Change % Foodservice $ 4,949.9 $ 3,795.2 $ 1,154.7 30.4 Vistar 2,049.2 892.1 1,157.1 129.7 Corporate & All Other 107.1 71.6 35.5 49.6 Intersegment Eliminations (105.5) (69.9) (35.6) (50.9)Total net sales $ 7,000.7 $ 4,689.0 $ 2,311.7 49.3

Nine Months Ended

March 28, 2020 March 30, 2019 Change % Foodservice $ 12,728.2 $ 11,113.1 $ 1,615.1 14.5 Vistar 6,579.5 2,726.6 3,852.9 141.3 Corporate & All Other 265.7 210.7 55.0 26.1 Intersegment Eliminations (261.1) (206.0) (55.1) (26.7)Total net sales $ 19,312.3 $ 13,844.4 $ 5,467.9 39.5

EBITDA

Three Months Ended March 28, 2020 March 30, 2019 Change %

Foodservice $ 91.7 $ 99.4 $ (7.7) (7.7)Vistar 40.7 37.0 3.7 10.0 Corporate & All Other (58.4) (36.5) (21.9) (60.0)Total EBITDA $ 74.0 $ 99.9 $ (25.9) (25.9)

Nine Months Ended

March 28, 2020 March 30, 2019 Change % Foodservice $ 309.3 $ 295.7 $ 13.6 4.6 Vistar 148.8 114.0 34.8 30.5 Corporate & All Other (153.4) (114.1) (39.3) (34.4)Total EBITDA $ 304.7 $ 295.6 $ 9.1 3.1

Segment Results—Foodservice


Net Sales

Net sales for Foodservice increased $1,154.7 million, or 30.4%, from the third quarter of fiscal 2019 to the third quarter of fiscal 2020 and increased$1,615.1 million, or 14.5%, from the first nine months of fiscal 2019 to the first nine months of fiscal 2020. These increases in net sales were driven by the Reinhartacquisition, as well as an increase in selling price per case as a result of inflation for the first nine months of fiscal 2020. The acquisition of Reinhart in the thirdquarter of 2020 contributed $1,355.1 million of net sales in the third quarter and first nine months of fiscal 2020. The Reinhart acquisition also expanded businesswith independent customers, resulting in independent case growth of approximately 31.7% in the third quarter and 13.9% in the first nine months of fiscal 2020compared to the prior year periods. Excluding the impact of Reinhart, independent cases declined 2.7% in the third quarter and increased 2.6% in the first ninemonths of fiscal 2020 compared to the prior year periods. The decline in independent cases in the third quarter of fiscal 2020 was driven by the impacts of COVID-19. For the quarter, independent sales as a percentage of total segment sales, including Reinhart, were 32.4%.

EBITDA

EBITDA for Foodservice decreased $7.7 million, or 7.7%, from the third quarter of fiscal 2019 to the third quarter of fiscal 2020. This decrease was theresult of an increase in operating expenses excluding depreciation and amortization, partially offset by an increase in gross profit. Gross profit increased 31.3% inthe third quarter of fiscal 2020, compared to the prior year period, driven by the Reinhart acquisition which contributed an increase in gross profit of $167.6 millionfor the third quarter of fiscal 2020. This increase was partially offset by an increase in inventory reserves of $2.3 million due to COVID-19.

30

EBITDA for this segment increased $13.6 million, or 4.6%, from the first nine months of fiscal 2019 to the first nine months of fiscal 2020. This increasewas the result of an increase in gross profit, partially offset by an increase in operating expenses excluding depreciation and amortization. Gross profit increased14.8% in the first nine months of fiscal 2020, compared to the prior year period, driven by the Reinhart acquisition which contributed an increase in gross profit of$167.6 million for the first nine months of fiscal 2020 as a result of an increase in cases sold. This increase was partially offset by an increase in the inventoryreserve of $1.9 million due to COVID-19.

Operating expenses excluding depreciation and amortization for Foodservice increased by $155.6 million, or 41.8%, from the third quarter of fiscal 2019 tothe third quarter of fiscal 2020 and increased by $194.0 million, or 17.5%, from the first nine months of fiscal 2019 to the first nine months of fiscal 2020. Operatingexpenses increased primarily as a result of the acquisition of Reinhart which contributed $158.9 million of operating expenses for the third quarter and first ninemonths of fiscal 2020. Additionally, the increase in operating expenses were driven by an increase in reserves related to expected credit losses of $11.7 million and$12.8 million for the third quarter and first nine months of fiscal 2020 as a result of the current economic environment due to the COVID-19 outbreak. Theseincreases were partially offset by decreases in bonus expense of $24.9 million and $20.3 million for the third quarter and first nine months of fiscal 2020,respectively, compared to the prior year periods.

Depreciation and amortization of intangible assets recorded in this segment increased from $24.2 million in the third quarter of fiscal 2019 to $79.9 millionin the third quarter of fiscal 2020 and increased from $66.8 million in the first nine months of fiscal 2019 to $130.3 million in the first nine months of fiscal 2020.Depreciation of fixed assets and amortization of intangible assets increased as a result of the acquisition of Reinhart. Total depreciation and amortization related tothe acquisition of Reinhart was $52.4 million for the third quarter and first nine months of fiscal 2020, of which approximately $16.4 million of acceleratedamortization related to customer relationships and trade names was recorded as a result of the impact of COVID-19 on the expected future net sales to Reinhartcustomers.

Segment Results—Vistar


Net Sales

Net sales for Vistar increased $1,157.1 million, or 129.7%, from the third quarter of fiscal 2019 to the third quarter of fiscal 2020, This increase was drivenby recent acquisitions, as well as by sales growth in the segment’s corrections, hospitality, and retail channels. Net sales for this segment increased $3,852.9 million,or 141.3%, from the first nine months of fiscal 2019 to the first nine months of fiscal 2020. This increase was driven by recent acquisitions, as well as by salesgrowth in the segment’s corrections, hospitality, retail, vending, and office coffee services channels. Due to the restrictions implemented by governments to slow thespread of COVID-19, there have been significant declines in the theater and concessions channels for both the third quarter and first nine months of fiscal 2020,which are likely to remain as long as social distancing guidelines and stay home orders remain in place. The acquisition of Eby-Brown in the fourth quarter of 2019contributed $1,212.1 million and $3,846.9 million of net sales in the third quarter and first nine months of fiscal 2020, respectively, including $256.9 million and$815.9 million related to excise taxes for the respective periods.

EBITDA

EBITDA for Vistar increased $3.7 million, or 10.0%, from the third quarter of fiscal 2019 to the third quarter of fiscal 2020 and increased $34.8 million, or30.5%, from the first nine months of fiscal 2019 to the first nine months of fiscal 2020. Gross profit dollar growth of $55.2 million, or 43.0%, for the third quarterfiscal 2020 and $208.6 million, or 52.7%, for the first nine months of fiscal 2020 compared to the respective prior year periods, was driven by recent acquisitions.The acquisition of Eby-Brown contributed an increase in gross profit of $55.9 million and $183.1 million for the third quarter and first nine months of fiscal 2020,respectively. These increases were partially offset by an increase to the inventory reserve of $2.6 million and $2.3 million for the third quarter and first nine monthsof fiscal 2020, respectively, resulting from the current economic environment due to COVID-19. On occasion, the Company may earn a higher gross profit oncigarette inventory and excise tax stamp quantities when manufacturers increase their prices or when jurisdictions increase their excise tax rates. During the firstnine months of fiscal 2020 the Company recognized $5.6 million of gross profit related to increases in excise tax rates. Additionally, there was an increase inprocurement gains that impacted this segment. Gross profit as a percentage of net sales declined from 14.4% for the third quarter of fiscal 2019 to 9.0% for the thirdquarter of fiscal 2020 and from 14.5% for the first nine months of fiscal 2019 to 9.2% the first nine months of fiscal 2020 as a result of Eby-Brown’s lower margins.

Operating expense dollar growth, excluding depreciation and amortization, increased $51.1 million, or 56.0%, for the third quarter of fiscal 2020 and $173.4million, or 61.6%, for the first nine months of fiscal 2020 compared to the prior year periods. Operating expenses increased primarily as a result of the acquisition ofEby-Brown, which contributed an increase in operating expenses of $53.6 million and $160.3 million for the third quarter and first nine months of fiscal 2020,respectively. Additionally, Vistar operating expenses increased due to the increase in the Eby-Brown earnout expense of $2.3 million and $8.5 million and increasesin reserves primarily related to expected credit losses due to the impact of COVID-19 of $4.5 million for both the third quarter and first nine months of fiscal 2020compared to the prior year periods. These increases were partially offset by decreases in bonus expense of $12.1 million and $10.7 million for the third quarter andfirst nine months of fiscal 2020, respectively, compared to the prior year periods.

31

Depreciation and amortization of intangible assets recorded in this segment increased from $9.5 million in the third quarter of fiscal 2019 to $13.1 million inthe third quarter of fiscal 2020 and increased from $27.7 million in the first nine months of fiscal 2019 to $36.2 million in the first nine months of fiscal 2020.Depreciation of fixed assets and amortization of intangible assets increased as a result of recent acquisitions.

Segment Results—Corporate & All Other


Net Sales

Net sales for Corporate & All Other increased $35.5 million from the third quarter of fiscal 2019 to the third quarter of fiscal 2020 and increased $55.0million from the first nine months of fiscal 2019 to the first nine months of fiscal 2020. The increase was primarily attributable to an increase in logistics servicesprovided to our other segments.

EBITDA

EBITDA for Corporate & All Other was a negative $58.4 million for the third quarter of fiscal 2020 compared to a negative $36.5 million for the thirdquarter of fiscal 2019 and was a negative $153.4 million for the first nine months of fiscal 2020 compared to a negative $114.1 million for the first nine months offiscal 2019. These declines in EBITDA were primarily driven by an increase in professional and legal fees of $20.4 million and $32.4 million in the third quarter offiscal 2020 and the first nine months of fiscal 2020, respectively, compared to prior year periods related to acquisitions. This increase was partially offset bydecreases in bonus expense of $10.7 million and $7.3 million for the third quarter and first nine months of fiscal 2020, respectively, compared to the prior yearperiods.

Depreciation and amortization of intangible assets recorded in this segment increased from $6.0 million in the third quarter of fiscal 2019 to $6.3 million inthe third quarter of fiscal 2020 and increased from $17.8 million in the first nine months of fiscal 2019 to $19.3 million in the first nine months of fiscal 2020 as aresult of recent capital outlays for information technology.

Liquidity and Capital Resources

We have historically financed our operations and growth primarily with cash flows from operations, borrowings under our credit facility, operating andcapital leases, and normal trade credit terms. We have typically funded our acquisitions with additional borrowings under our credit facility. Our working capital andborrowing levels are subject to seasonal fluctuations, typically with the lowest borrowing levels in the third and fourth fiscal quarters and the highest borrowinglevels occurring in the first and second fiscal quarters. We borrow under our credit facility or pay it down regularly based on our cash flows from operating andinvesting activities. Our practice is to minimize interest expense while maintaining reasonable liquidity.

As market conditions warrant, we may from time to time seek to repurchase our securities or loans in privately negotiated or open market transactions, bytender offer or otherwise. Any such repurchases may be funded by incurring new debt, including additional borrowings under our credit facility. In addition,depending on conditions in the credit and capital markets and other factors, we will, from time to time, consider other financing transactions, the proceeds of whichcould be used to refinance our indebtedness, make investments or acquisitions or for other purposes. Any new debt may be secured debt. COVID-19

The unprecedented impact of COVID-19 has grown throughout the world, including in the United States, and governmental authorities have implementednumerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, quarantines, shelter in place orders, shutdownsand social distancing requirements. These measures have adversely affected and may further adversely affect the Company’s workforce and operations and theoperations of its customers and suppliers. We and our distribution centers have experienced instances of reduced operations, including reduced operating hours, andin markets where governments have imposed restrictions on travel outside of the home, or where customers are practicing social distancing, many of our customers,including restaurants, schools, hotels, movie theaters, and business and industry locations, have reduced or discontinued operations, which has and is expected tocontinue to adversely affect demand in the foodservice industry, including demand for our products and services.

We have focused and are continuing to focus on financial measures to enhance our liquidity profile, as we believe the reduced or discontinued operations of

many of our customers will continue to adversely affect demand for our products and services for an inherently uncertain period of time. Actions we have taken withthe goal of maintaining financial liquidity and flexibility have included halting non-essential capital expenditure activities, managing costs, suspending our sharerepurchase program, furloughing or eliminating approximately 3,000 positions across our organization and loaning over 1,100 associates to grocery retail partners tohelp maintain food supply, as well as deferring 25% of our senior management’s base compensation and 25% of the cash fees to our directors

32

for the period commencing April 6, 2020 through December 31, 2020. Given the uncertainties associated with the severity and duration of the outbreak, we havealso drawn $400 million on the revolving line of credit under our ABL Facility, entered the First Amendment to provide the $110 million Additional Junior TermLoan, issued and sold shares of common stock, and issued and sold the Notes due 2025. We may explore more opportunities to raise additional funds and furtherstrengthen our liquidity. Such financings may be in the form of secured or unsecured loans or issuances of debt securities, and there can be no assurance as to thetiming, amount or mix of financing alternatives, or whether we will obtain financing on terms favorable to us, or at all.

We believe that our cash flows from operations, available borrowing capacity, and the actions noted above will be sufficient both to meet our anticipatedcash requirements over at least the next 12 months and to maintain sufficient liquidity for normal operating purposes.

At March 28, 2020, our cash balance totaled $383.2 million, including restricted cash of $11.1 million, as compared to a cash balance totaling $25.4 million,including restricted cash of $10.7 million, at June 29, 2019. This increase in cash during the first nine months of fiscal 2020 was attributable to net cash provided byoperating activities of $17.6 million and net cash provided by financing activities of $2,429.5 million, partially offset by net cash used in investing activities of$2,089.3 million.

Nine months ended March 28, 2020 compared to the nine months ended March 30, 2019

Operating Activities

During the first nine months of fiscal 2020 and the first nine months of fiscal 2019, our operating activities provided cash flow of $17.6 million and $260.5million, respectively. As of March 28, 2020, the Company had a total cash balance of $585.8 million, consisting of borrowings under the ABL Facility and cashgenerated from operations. The $585.8 million cash balance resulted in $213.7 million of outstanding checks in excess of deposits being offset to cash. Excludingthe impact of this offset, cash flows provided by operating activities would have been $231.3 million for the first nine months of fiscal 2020. The remaining decreasein cash flows provided by operating activities in the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019 was largely driven by loweroperating income.

Investing Activities

Cash used in investing activities totaled $2,089.3 million in the first nine months of fiscal 2020 compared to $149.8 million in the first nine months of fiscal2019. These investments consisted primarily of payments for business acquisitions of $1,989.0 million for the first nine months 2020 and $57.7 million for the firstnine months of fiscal 2019, and capital purchases of property, plant, and equipment of $101.1 million and $93.1 million for the first nine months of fiscal 2020 andthe first nine months of fiscal 2019, respectively. For the first nine months of fiscal 2020, purchases of property, plant, and equipment primarily consisted of outlaysfor information technology, warehouse equipment, warehouse expansions and improvements, and transportation equipment. The following table presents the capitalpurchases of property, plant, and equipment by segment:

Nine Months Ended

(Dollars in millions) March 28, 2020 March 30, 2019 Foodservice $ 37.8 $ 67.2 Vistar 44.7 9.5 Corporate & All Other 18.6 16.4 Total capital purchases of property, plant and equipment $ 101.1 $ 93.1

As of March 28, 2020, the Company had commitments of $19.5 million for essential capital projects related to warehouse expansion and improvements and

warehouse equipment. The Company anticipates using cash flows from operations or borrowings from the ABL Facility to fulfill these commitments.

Financing Activities

During the first nine months of fiscal 2020, our financing activities provided cash flow of $2,429.5 million, which consisted primarily of $1,060.0 million incash received from the issuance and sale of the Notes due 2027, $950.4 million in net borrowings under our ABL Facility, and $490.6 million in net proceeds fromthe issuance of common stock. These sources of cash were partially offset by $37.5 million paid for debt issuance cost associated with the Notes due 2027 andborrowings under the ABL Facility and $16.9 million in payments of finance lease obligations. During the first nine months of fiscal 2019, our financing activitiesused cash flow of $110.1 million, which consisted primarily of $81.7 million in net payments under our ABL Facility.

On September 27, 2019, the Escrow Issuer (which merged with and into Performance Food Group, Inc. upon the completion of the Reinhart acquisition)issued and sold $1,060.0 million aggregate principal amount of its Notes due 2027.

On December 30, 2019, PFGC and Performance Food Group, Inc. entered into the ABL Facility and borrowed $464.7 million to help finance the Reinhartacquisition.

33

On December 30, 2019, the Company physically settled an equity forward at the forward sale price of $42.70 per share, net of the underwriting discount. TheCompany used the $490.6 million of net proceeds from the offering of shares of the Company’s common stock to finance part of the cash consideration payable inconnection with the acquisition of Reinhart.

Following the completion of the Reinhart acquisition on December 30, 2019, the funds related to the Notes due 2027 were released from escrow and wereused, together with the net proceeds from the offering of shares of the Company’s common stock and borrowings under the ABL Facility, to fund the cashconsideration for the Reinhart acquisition and to pay related fees and expenses.

Subsequent to the fiscal quarter end, in April 2020, the Company issued and sold 15,525,000 shares of the Company’s common stock for net proceeds of$337.7 million. On April 21, 2020, Performance Food Group, Inc. issued and sold $275.0 million aggregate principal amount of the Notes due 2025. Additionally,on April 29, 2020, PFGC entered the First Amendment to provide the $110 million Additional Junior Term Loan. Refer to Note 6. Debt within the Notes toConsolidated Financial Statements included in Part I, Item 1 for further description of the First Amendment and Notes due 2025. The net proceeds of the commonstock issuance, the Notes due 2025 and the Junior Term Loan are intended to be used for working capital and general corporate purposes.

The following describes our financing arrangements as of March 28, 2020:

ABL Facility: PFGC, a wholly-owned subsidiary of the Company, is a party to the ABL Facility, which has an aggregate principal amount of $3.0 billion andmatures on December 30, 2024. Performance Food Group, Inc., a wholly-owned subsidiary of PFGC, is the lead borrower under the ABL Facility, which is jointlyand 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 captive insurance subsidiaries and other excluded subsidiaries). Availability for loans and letters of credit under the ABL Facility is governed by aborrowing base, determined by the application of specified advance rates against eligible assets, including trade accounts receivable, inventory, owned realproperties, and owned transportation equipment. The borrowing base is reduced quarterly by a cumulative fraction of the real properties and transportationequipment values. Advances on accounts receivable and inventory are subject to change based on periodic commercial finance examinations and appraisals, and thereal property and transportation equipment values included in the borrowing base are subject to change based on periodic appraisals. Audits and appraisals areconducted 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 greater of (i) the FederalFunds Rate in effect on such date plus 0.5%, (ii) the Prime Rate on such day, or (iii) one month LIBOR plus 1.0%) plus a spread or (b) LIBOR plus a spread. TheABL Facility also provides for an unused commitment fee of 0.25%.

The following table summarizes outstanding borrowings, availability, and the average interest rate under the ABL Facility:

(Dollars in millions) As of March 28, 2020 As of June 29, 2019 Aggregate borrowings $ 1,809.4 $ 859.0 Letters of credit under ABL Facility 139.1 89.9 Excess availability, net of lenders’ reserves of $70.1 and $38.6 848.8 1,182.7 Average interest rate 2.72% 4.01%

The ABL Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if excess availability falls below thegreater of (i) $200.0 million and (ii) 10% of the lesser of the borrowing base and the revolving credit facility amount for five consecutive business days. The ABLFacility also contains customary restrictive covenants that include, but are not limited to, restrictions on PFGC’s ability to incur additional indebtedness, paydividends, create liens, make investments or specified payments, and dispose of assets. The ABL Facility provides for customary events of default, includingpayment defaults and cross-defaults on other material indebtedness. If an event of default occurs and is continuing, amounts due under such agreement may beaccelerated and the rights and remedies of the lenders under the ABL Facility may be exercised, including rights with respect to the collateral securing theobligations under such agreement.

Senior Notes due 2024: On May 17, 2016, Performance Food Group, Inc. issued and sold $350.0 million aggregate principal amount of its Notes due 2024,pursuant to an indenture dated as of May 17, 2016. The Notes due 2024 are jointly and severally guaranteed on a senior unsecured basis by PFGC and all domesticdirect and indirect wholly-owned subsidiaries of PFGC (other than captive insurance subsidiaries and other excluded subsidiaries). The Notes due 2024 are notguaranteed by Performance Food Group Company.

The proceeds from the Notes due 2024 were used to pay in full the remaining outstanding aggregate principal amount of the loans under the Company’s termloan facility and to terminate the facility; to temporarily repay a portion of the outstanding borrowings under the ABL Facility; and to pay the fees, expenses, andother transaction costs incurred in connection with the Notes due 2024.

34

The Notes due 2024 were issued at 100.0% of their par value. The Notes due 2024 mature on June 1, 2024 and bear interest at a rate of 5.500% 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 theproceeds as required, the holders of the Notes due 2024 will have the right to require Performance Food Group, Inc. to make an offer to repurchase each holder’sNotes due 2024 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, plusaccrued and unpaid interest. Performance Food Group, Inc. currently may redeem all or part of the Notes due 2024 at a redemption price equal to 102.750% of theprincipal amount redeemed, plus accrued and unpaid interest. The redemption price decreases to 101.325% and 100.000% of the principal amount redeemed onJune 1, 2020 and June 1, 2021, respectively.


Senior Notes due 2027: On September 27, 2019, Escrow Issuer (which merged with and into Performance Food Group, Inc.) issued and sold$1,060.0 million aggregate principal amount of Notes due 2027. On December 30, 2019, the proceeds from the Notes due 2027 were used to finance part of theReinhart acquisition and other transaction costs incurred with the Notes due 2027.

Following the completion of the Reinhart acquisition, Performance Food Group, Inc. assumed the obligation of the Escrow Issuer and the Notes due 2027 arejointly and severally guaranteed on a senior unsecured basis by PFGC and all domestic direct and indirect wholly-owned subsidiaries of PFGC (other than captiveinsurance subsidiaries and other excluded subsidiaries). The Notes due 2027 are not guaranteed by Performance Food Group Company.

The Notes due 2027 were issued at 100.0% of their par value. The Notes due 2027 mature on October 15, 2027 and bear interest at a rate of 5.500% 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 theproceeds as required, the holders of the Notes due 2027 will have the right to require Performance Food Group, Inc. to repurchase each holder’s Notes due 2027 at aprice 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 unpaidinterest. Performance Food Group, Inc. may redeem all or a part of the Notes due 2027 at any time prior to October 15, 2022 at a redemption price equal to 100% ofthe principal amount of the Notes due 2027 being redeemed plus a make-whole premium and accrued and unpaid interest, if any, to, but not including, theredemption date. In addition, beginning on October 15, 2022, Performance Food Group, Inc. may redeem all or a part of the Notes due 2027 at a redemption priceequal to 102.750% of the principal amount redeemed, plus accrued and unpaid interest. The redemption price decreases to 101.375% and 100% of the principalamount redeemed on October 15, 2023 and October 15, 2024, respectively. In addition, at any time prior to October 15, 2022, Performance Food Group Inc. mayredeem up to 40% of the Notes due 2027 from the proceeds of certain equity offerings at a redemption price equal to 105.500% of the principal amount thereof, plusaccrued and unpaid interest.


Letters of Credit Facility: On August 9, 2018, Performance Food Group, Inc. and PFGC entered into the Letters of Credit Facility. The Letters of CreditFacility is an uncommitted facility that provides for the issuance of letters of credit in an aggregate amount not to exceed $40.0 million. Each letter of credit shallhave a term not to exceed one year; however, a letter of credit may renew automatically in accordance with its terms. A fee equal to 2.5% per annum on the averagedaily amount available to be drawn on each day under each outstanding letter of credit is payable quarterly. As of March 28, 2020, the Company has $28.3 millionletters of credit outstanding under the Letters of Credit Facility.

As of March 28, 2020, we were in compliance with all of the covenants under the ABL Facility and the indentures governing the Notes due 2024 and Notesdue 2027.

35

Contractual Obligations

Refer to the “Contractual Cash Obligations” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations in theForm 10-K for details on our contractual obligations and commitments to make specified contractual future cash payments as of June 29, 2019.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes infinancial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Total Assets by Segment

Total assets by segment discussed below exclude intercompany receivables between segments.

Total assets for Foodservice increased $2,567.7 million from $3,166.5 million as of March 30, 2019 to $5,734.2 million as of March 28, 2020. Total assetsfor Foodservice increased $2,581.9 million from $3,152.3 million as of June 29, 2019 to $5,734.2 million as of March 28, 2020. For both periods, this segmentincreased its property, plant and equipment, inventory, accounts receivable, goodwill, and intangible assets primarily due to the acquisition of Reinhart.Foodservice’s assets also increased for both periods as a result of the Company’s June 30, 2019 adoption of ASC 842 and the recognition of operating lease right-of-use assets of $178.5 million.

Total assets for Vistar increased $692.7 million from $831.3 million as of March 30, 2019 to $1,524.0 million as of March 28, 2020. During this time period,this segment increased its accounts receivable, inventory, property, plant and equipment, and goodwill, primarily due to the acquisition of Eby-Brown. Total assetsfor Vistar increased $253.0 million from $1,271.0 million as of June 29, 2019 to $1,524.0 million as of March 28, 2020. For both periods, Vistar’s assets alsoincreased as a result of the Company’s June 30, 2019 adoption of ASC 842 and the recognition of operating lease right-of-use assets of $252.3 million.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that are most important to portraying our financial position and results of operations. These policiesrequire our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Our most criticalaccounting policies and estimates include those that pertain to the allowance for doubtful accounts receivable, inventory valuation, insurance programs, incometaxes, vendor rebates and promotional incentives, and goodwill and other intangible assets, which are described in the Form 10-K. There have been no materialchanges to our critical accounting policies and estimates as compared to our critical accounting policies and estimates described in the Form 10-K. Item 3.Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We are exposed to interest rate risk related to changes in interest rates for borrowings under our ABL Facility. Although we hedge a portion of our interestrate risk through interest rate swaps, any borrowings under our ABL Facility in excess of the notional amount of the swaps will be subject to variable interest rates.

As of March 28, 2020, our subsidiary, Performance Food Group, Inc., had eight interest rate swaps with a combined value of $850.0 million notional amountthat were designated as cash flow hedges of interest rate risk. See Note 7. Derivatives and Hedging Activities within the Notes to Consolidated Financial Statementsincluded in Part I, Item 1 for further discussion of these interest rate swaps.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income and issubsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. Amounts reported in accumulated other comprehensiveincome related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt. During the next twelve months, weestimate that lossess of approximately $2.5 million will be reclassified as an increase to interest expense.

36

Based on the fair values of these interest rate swaps as of March 28, 2020, a hypothetical 100 bps decrease in LIBOR would result in a loss of $12.3 millionand a hypothetical 100 bps increase in LIBOR would result in a gain of $15.9 million within accumulated other comprehensive income.

Assuming an average daily balance on our ABL Facility of approximately $1.5 billion, approximately $265 million of our outstanding long-term debt isfixed through interest rate swap agreements over the next twelve months and approximately $1.3 billion represents variable-rate debt. A hypothetical 100 bpsincrease in LIBOR on our variable-rate debt would lead to an increase of approximately $12.5 million in annual cash interest expense.

Fuel Price Risk

We seek to minimize the effect of higher diesel fuel costs both by reducing fuel usage and by taking action to offset higher fuel prices. We reduce usage bydesigning more efficient truck routes and by increasing miles per gallon through on-board computers that monitor and adjust idling time and maximum speeds andthrough other technologies. In our Foodservice and Vistar segments, we seek to manage fuel prices through diesel fuel surcharges to our customers and through theuse of costless collar or swap arrangements.

The Company’s fuel collar and swap arrangements do not qualify for hedge accounting treatment for reasons discussed in Note 7. Derivatives and HedgingActivities within the Notes to Consolidated Financial Statements included in Part I, Item 1 above. Therefore, these collars and swaps are recorded at fair value aseither an asset or liability on the balance sheet. Any changes in fair value are recorded in the period of the change as unrealized gains or losses on fuel hedginginstruments. As a result of the significant decrease in fuel prices during our fiscal third quarter, the Company recognized losses of $7.4 million related to changes inthe fair value of fuel collar and swap instruments.

Our fuel purchases occur at market prices. Using published market price projections for diesel and estimates of fuel consumption, a 10% hypotheticalincrease in diesel prices from the market price would result in a potential increase of approximately $11.9 million in annual fuel costs included in Operatingexpenses. As discussed above, this increase in fuel costs would be partially offset by fuel surcharges passed through to our customers.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Regulations under the Exchange Act require public companies, including us, to maintain “disclosure controls and procedures,” which are defined in Rule13a-15(e) and Rule 15d-15(e) under the Exchange Act to mean a company’s controls and other procedures that are designed to ensure that information required tobe disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in theSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to bedisclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principalfinancial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required or necessary disclosures. In designing andevaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, canprovide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controlsand procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls andprocedures. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Form 10-Q, an evaluation was carried out under thesupervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, of the effectiveness ofits disclosure controls and procedures. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that theCompany’s disclosure controls and procedures, as of the end of the period covered by this Form 10-Q, were effective to accomplish their objectives at a reasonableassurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) under the Exchange Act), that occurredduring the fiscal quarter ended March 28, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financialreporting.

As permitted by applicable SEC guidance, the scope of our evaluation regarding changes in our internal control over financial reporting during the fiscalquarter ended March 28, 2020 excluded internal control over financial reporting for Reinhart, which was acquired on December 30, 2019.

37

PART II – OTHER INFORMATION

Item 1.Legal Proceedings

We are subject to various allegations, claims, and legal actions arising in the ordinary course of business.

While it is impossible to determine with certainty the ultimate outcome of any of these proceedings, lawsuits, and claims, management believes that adequateprovisions have been made or insurance secured for all currently pending proceedings so that the ultimate outcomes will not have a material adverse effect on ourfinancial position. During the three months ended March 28, 2020, there have been no material changes to legal proceedings from those discussed in the Form 10-K.

Item 1A.Risk Factors

There have been no material changes to our principal risks that we believe are material to our business, results of operations, and financial condition from therisk factors previously disclosed in the Form 10-K, which is accessible on the SEC’s website at www.sec.gov, except as follows:

Risks Related to Our Business The recent novel coronavirus (COVID-19) global pandemic has had and is expected to continue to have an adverse effect on our business and results ofoperations.

The recent novel coronavirus (COVID-19) global pandemic has had and is expected to continue to have an adverse effect on our business and results ofoperations. In late 2019, a novel strain of coronavirus, COVID-19, was first detected. In March 2020, the World Health Organization declared COVID-19 a globalpandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19, including travel bans and restrictions,quarantines, shelter in place orders, shutdowns and social distancing requirements. These measures have adversely affected workforces, suppliers, customers,consumer sentiment, economies, and financial markets, and, along with decreased consumer spending, have led to an economic downturn in many of our markets. Inaddition, there is significant uncertainty regarding such measures and potential future measures, and restrictions on our access to our distribution centers or on ourworkforce, or similar limitations for our suppliers, could limit customer demand and/or our capacity to meet customer demand and have a material adverse effect onour financial condition, results of operations and liquidity profile. As a result of COVID-19, we and our distribution centers have experienced instances of reducedoperations, including reduced operating hours, and in markets where governments have imposed restrictions on travel outside of the home, or where customers arepracticing social distancing, many of our customers, including restaurants, schools, hotels, movie theaters, and business and industry locations, have reduced ordiscontinued operations, which has and is expected to continue to adversely affect demand in the foodservice industry, including demand for our products andservices. These events have had, and are expected to continue to have, an adverse impact on numerous aspects of our business, financial condition and results ofoperations including, but not limited to, our growth, product costs, supply chain disruptions, labor shortages, logistics constraints, customer demand for our productsand industry demand generally, consumer spending, our liquidity, the price of our securities and trading markets with respect thereto, our ability to access capitalmarkets, and the global economy and financial markets generally.

While we are unable to predict the impact that COVID-19 will have on our operations going forward due to uncertainties including the severity and duration

of the outbreak and governmental and social responses and additional actions that may be taken by governmental authorities, we currently expect our total sales forthe fourth quarter ending June 27, 2020, to be significantly and adversely impacted. The continued spread of COVID-19 and further implementation ofgovernmental and social responses could further cause disruption in our supply chain, cause delay, or limit the ability of, customers to continue to operate andperform, including in making timely payments to us or at all, result in labor or food shortages, result in impairment charges or cause other unpredictable events, anyof which could materially and adversely impact our operations.

Although we have reduced cash expenditures on inventory in response to reduced demand, any near-term liquidity benefit of doing so may be offset to the

extent our customers are unable or unwilling to settle accounts receivable with us on a timely basis or at all. Deterioration in the quality of our accounts receivable(including delinquency or remaining outstanding beyond a certain number of days and insolvency or cessation of business at the debtor) may also negatively affectour ability to borrow under our ABL Facility, which is limited by a borrowing base calculation that incorporates the value of eligible accounts receivable. Inaddition, to the extent our sales volumes increase we expect to incur incremental costs to increase our working capital to meet demand.

To the extent the COVID-19 pandemic continues to adversely affect our business, results of operation and financial condition, it may also have the effect ofheightening many of the other risks described in our Form 10-K, such as those relating to our high level of indebtedness, our need to generate sufficient cash flowsto service our indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness and may have an adverse effecton the price of our common stock. We may pursue alternatives to further increase our liquidity, including additional debt or equity financings, which may increaseour interest expense, result in additional dilution, subject us to additional operating restrictions or negatively affect the price of our common stock.

38

We may be unable to successfully integrate Reinhart’s business with our business and realize the anticipated benefits of the Reinhart Acquisition.

The success of the previously completed Reinhart acquisition will depend, in part, on our ability to successfully combine Reinhart, which previously operatedas an independent company, with our business and realize the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, fromthe combination. Such integration has been, and will continue to be, impacted by the COVID-19 pandemic. If we are unable to achieve these objectives within theanticipated time frame, or at all, the anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected and the value of our commonstock may be harmed.

The Reinhart acquisition involves the integration of Reinhart with our existing business, which is a complex, costly and time-consuming process. We had not

previously completed a transaction comparable in size or scope to the Reinhart acquisition. The continued integration of Reinhart into our business may result inmaterial challenges, including, without limitation:

• the diversion of management’s attention from ongoing business concerns and performance shortfalls as a result of the devotion of management’sattention to the integration of the Reinhart business;

• managing a larger company;

• maintaining employee morale and attracting and motivating and retaining management personnel and other key employees;

• the possibility of faulty assumptions underlying expectations regarding the integration process;

• retaining existing business and operational relationships and attracting new business and operational relationships;

• consolidating corporate and administrative infrastructures and eliminating duplicative operations;

• coordinating geographically separate organizations;

• unanticipated issues in integrating information technology, communications and other systems;

• unanticipated changes in federal or state laws or regulations; and

• unforeseen expenses associated with the Reinhart acquisition, including delays to the integration of the Reinhart business as a result of the COVID-19

pandemic. Many of these factors will be outside of our control and any one of them could result in delays, increased costs, decreases in the amount of expected revenues

and diversion of management’s time and energy, which could materially affect our financial position, results of operations and cash flows. Item 2:Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information relating to our purchases of the Company’s common stock during the third quarter of fiscal 2020.

Period

Total Numberof Shares

Purchased(1)

Average PricePaid per

Share

Total Numberof Shares

Purchased asPart of

PubliclyAnnounced

Plan(2)

MaximumDollar Value of

Shares thatMay Yet BePurchasedUnder thePlan (in

millions)(2) December 29, 2019—January 25, 2020 10,444 $ 51.49 — 240.7 January 26, 2020—February 22, 2020 — — — 240.7 February 23, 2020—March 28, 2020 315,354 15.81 315,100 235.7 Total 325,798 $ 16.95 315,100

(1) During the third quarter of fiscal 2020, the Company repurchased 10,698 shares of the Company’s common stock via share withholding for option cost

and payroll tax obligations due from employees in connection with the delivery of shares of the Company’s common stock under our incentive plans.

(2) On November 13, 2018, the Board of Directors authorized a share repurchase program for up to $250 million of the Company’s outstanding commonstock. The share repurchase program does not have an expiration date and may be amended, suspended, discontinued at any time. Repurchases underthis program depend upon market place conditions and other factors, including compliance with the covenants under the ABL Facility and theindentures governing the Notes due 2024 and Notes due 2027. The share repurchase program remains subject to the discretion of the Board ofDirectors. During the three months ended March 28, 2020, the Company repurchased and subsequently retired 0.3 million shares of common stock, fora total of $5.0 million. On March 23, 2020, the Company discontinued further repurchases under the plan. As of March 28, 2020, approximately $235.7million remained available for additional share repurchases.

39

Item 3:Defaults Upon Senior Securities

None

Item 4:Mine Safety Disclosures

Not applicable

Item 5:Other Information

On May 4, 2020, the Company adopted the Performance Food Group Company Executive Severance Plan (the “Severance Plan”). George L. Holm,President and Chief Executive Officer of the Company, James D. Hope, Executive Vice President and Chief Financial Officer of the Company, Patrick T. Hagerty,Executive Vice President and President and Chief Executive Officer of Vistar, and Craig H. Hoskins, Executive Vice President and President and Chief ExecutiveOfficer of the Company’s Foodservice segment, along with other designated executive officers of the Company, are participants in the Severance Plan.

The Severance Plan provides that if a participant’s employment is terminated by the Company or an affiliate without “Cause” or by the participant for “GoodReason” (each term as defined in the Severance Plan), the participant will be entitled to certain severance payments based on the participant’s “tier” level.

• A Tier I Participant (only Mr. Holm) is entitled to receive cash severance equal to 2.0 times the Tier I Participant’s salary if his or heremployment is terminated without Cause or if the Tier I Participant resigns with Good Reason. If the Tier I Participant’s employment is terminatedwithout Cause or if the Tier I Participant resigns with Good Reason within 90 days before or 24 months after a Change in Control (as defined in theSeverance Plan), then the Tier I Participant will receive an additional amount of cash severance benefit equal to 2.0 times the Tier I Participant’s targetbonus.

• A Tier II Participant (including Messrs. Hope, Hagerty and Hoskins) is entitled to receive cash severance equal to 1.5 times the Tier IIParticipant’s salary if his or her employment is terminated without Cause or the Tier II Participant resigns with Good Reason. If the Tier II Participant’semployment is terminated without Cause or if the Tier II Participant resigns with Good Reason within 90 days before or 24 months after a Change inControl, then the Tier II Participant will receive an additional amount of cash severance benefit equal to the sum of 0.5 times the Tier II Participant’ssalary plus 2.0 times the Tier II Participant’s target bonus.

• A Tier III Participant is entitled to receive cash severance equal to 1.0 times the Tier III Participant’s salary if his or her employment isterminated without Cause or the Tier III Participant resigns with Good Reason. If the Tier III Participant’s employment is terminated without Cause or ifthe Tier III Participant resigns with Good Reason within 90 days before or 24 months after a Change in Control, then the Tier III Participant will receivean additional amount of cash severance benefit equal to 1.0 times the Tier III Participant’s target bonus.

A participant who is entitled to receive cash severance benefits under the Severance Plan will also be entitled to receive monthly COBRA supplements equalto the monthly payment that former employees of the Company are required to pay for COBRA coverage for the same type and level of coverage that was in effectfor the participant and his or her qualified beneficiaries on the date the participant’s employment with the Company and its affiliates ended minus monthly paymentthat the participant paid for such coverage immediately before such employment ended.

The provision of payments and benefits described above is conditioned upon (i) a participant’s execution of an agreement (“Participation Agreement”)confirming his or her agreement to be bound by all the terms and conditions of the Severance Plan, (ii) a participant’s execution of a release of claims following thetermination of the participant’s employment with the Company and its affiliates, and (iii) a participant’s agreement not to compete with the Company or solicit itsemployees or customers for one year following termination of employment, and not to use or disclose the Company’s confidential information.

The Severance Plan provides that if a participant receives any amount, whether under the Severance Plan or otherwise, that is subject to the excise taximposed pursuant to Section 4999 of the Internal Revenue Code, the amount of the payments to be made to the participant will be reduced to the extent necessary toavoid imposition of the excise tax, but only if the net amount of those reduced payments exceeds the net amount that the participant would receive followingimposition of the excise tax and all income and related taxes.

Participants in the Severance Plan are not eligible to participate in, or receive benefits under, any other severance plan, policy or agreement of the Company,including the Company’s prior Senior Management Severance Plan or under the terms of any prior employment or related letter agreement.

40

The foregoing description of the Severance Plan and the Participation Agreement is qualified in its entirety by reference to the text of the Severance Plan andthe Participation Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.

Item 6:Exhibits

Exhibit No. Description

4.1

Indenture dated as of April 24, 2020, by and between Performance Food Group, Inc., the guarantors party thereto and U.S. Bank NationalAssociation, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-37578) filed withthe Securities and Exchange Commission on April 27, 2020).

4.2

Form of 6.875% Senior Notes due 2025 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report onForm 8-K (File No. 001-37578) filed with the Securities and Exchange Commission on April 27, 2020).

10.1 Performance Food Group Company Executive Severance Plan.

10.2 Form of Performance Food Group Company Executive Severance Plan Participation Agreement.

10.3

First Amendment to Fourth Amended and Restated Credit Agreement, dated as of April 29, 2020, among PFGC, Inc., Performance Food GroupInc., Wells Fargo, National Association, as Administrative Agent and Collateral Agent, and other borrowers from time to time party thereto, andother lenders thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-37578) filed withthe Securities and Exchange Commission on May 1, 2020).

31.1 CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respectto the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warrantiesmade by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe theactual state of affairs as of the date they were made or at any other time.

41

https://content.edgar-online.com/ExternalLink/EDGAR/0001140361-20-009831.html?hash=793676c165151c2cfd4c07c23b612e27220885901d57f943fef1f46cc9120d35&dest=NC10011016X3_EX4-1_HTM





https://content.edgar-online.com/ExternalLink/EDGAR/0001193125-20-130988.html?hash=1ad4bd929031fa31db4c0afd2f44277bb501ae59b2b422892f7ba245d2f14672&dest=D831955DEX101_HTM




SIGNATURE

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

PERFORMANCE FOOD GROUP COMPANY(Registrant)

Dated: May 4, 2020 By: /s/ James D. Hope Name: James D. Hope

Title:

Executive Vice President and Chief Financial Officer(Principal Financial Officer and Authorized Signatory)

42

Exhibit 10.1


EXECUTIVE SEVERANCE PLAN

I.PURPOSE

Performance Food Group Company (the “Company”) recognizes that outstanding management of the Company and itsAffiliates is essential to advancing the interests of the Company and its Affiliates. The Company also recognizes that the risk anduncertainty of an unexpected termination of employment could distract its executive officers from the performance of their duties andfrustrate the Company’s ability to retain their services. The Company has adopted this Executive Severance Plan in order tominimize the distraction that could result from unexpected terminations of employment and in order to enhance the Company’s abilityto attract and retain executives who possess the level of skill, judgment and experience essential to the Company’s success.

The Company also has a legitimate business interest in assuring that Participants do not take advantage of relationshipsdeveloped, or information acquired, by the Participants during the Participants’ employment with the Company or anAffiliate. Accordingly, the Company has adopted this Executive Severance Plan to provide Participants, in accordance with the termsof this Executive Severance Plan, additional and significant benefits to which Participants are not otherwise entitled. In considerationfor the right to receive those additional and significant benefits, each Participant agrees to comply with the covenants set forth inArticle VI. II.DEFINITIONS

The following terms shall have the definitions set forth below:

2.01.Affiliate. “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is undercommon control with the Company (including, but not limited to, joint ventures, limited liability companies and partnerships). Forthis purpose, the term “control” shall mean ownership of fifty percent (50%) or more of the total combined voting power or value ofall classes of shares or interests in the entity, or the power to direct the management and policies of the entity, by contract orotherwise.

2.02.Bonus. “Bonus” means the “target” amount or level of any annual incentive compensation payable in cash orsecurities of the Company or an Affiliate for the year in which the Participant’s employment with the Company and its Affiliates endsbut does not include any equity or equity-based awards granted to a Participant under the Performance Food Group Company 2015Omnibus Incentive Plan or other equity compensation plan of the Company. If a “target” level of Bonus is not established for aParticipant prior to the date the Participant’s employment with the Company and its Affiliates ends, then the Bonus shall equal theParticipant’s “target” level of Bonus for the year immediately preceding the year in which the Participant’s employment with theCompany and its Affiliates ends.

2

2.03. Cause. “Cause” means, as to any Participant (i) “Cause” as defined in any employment or consultingagreement between the Participant and the Company or an Affiliate in effect at the time employment with the Company and itsAffiliates ends or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause”contained therein), the Participant’s (A) willful neglect in the performance of the Participant’s duties for the Company or an Affiliateor willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’semployment or service with the Company or an Affiliate which results, or could reasonably be expected to result in, material harm tothe business or reputation of the Company or an Affiliate; (C) conviction of, or plea of guilty or no contest to (x) any felony or (y) anyother crime that results, or reasonably could be expected to result, in material harm to the business or reputation of the Company or anAffiliate; (D) material violation of the written policies of the Company or an Affiliate, including but not limited to those relating tosexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy ofthe Company or an Affiliate; (E) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Companyor an Affiliate; or (F) act of personal dishonesty that involves personal profit in connection with the Participant’s employment orservice to the Company or an Affiliate.

2.04.Change in Control. “Change in Control” has the same meaning as set forth in the Performance Food Group Company2015 Omnibus Incentive Plan as in effect on May 4, 2020.

2.05.COBRA. “COBRA” means the group health plan coverage continuation required under Section 4980B of the Code.

2.06.Code. “ Code” means the Internal Revenue Code of 1986, and any amendments thereto.

2.07.Committee. “Committee” means the Compensation and Human Resources Committee of the Company’s Board ofDirectors or any properly delegated subcommittee thereof, provided, however, that if no such Compensation and Human ResourcesCommittee or subcommittee thereof exists, then “Committee” means the Company’s Board of Directors.

2.08.Company. “Company” means Performance Food Group Company, a Delaware corporation, and any successorthereto.

2.09.Control Change Date. “Control Change Date” means the date on which a Change in Control occurs. If a Change inControl occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions.

2.10.ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.11.Exempt Amount. “Exempt Amount” means the maximum amount that can be exempt from Section 409A of the Codepursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii).

2.12.Good Reason. “Good Reason” means, as to any Participant (i) a material diminution in the Participant’s Salary orannual bonus opportunity (provided, however, “Good

3

Reason” shall not include any reduction or deferral of a Participant’s Salary or annual bonus opportunity if the Salary or annual bonusopportunity of all Participants who are currently employed by the Company or an Affiliate is reduced on a substantially proportionatebasis); (ii) any material diminution in the Participant’s authority, duties or responsibilities; (iii) a failure of the Company or anAffiliate to pay or cause to be paid when due the Participant’s Salary or annual bonus; or (iv) either (y) relocation of the Participant’sprincipal place of employment more than 50 miles from the Richmond, Virginia metropolitan area if the Participant’s principalresidence is in the Richmond, Virginia metropolitan area as of May 4, 2020; or (z) if the Participant’s principal place of employmentas of May 4, 2020 is not in the Richmond, Virginia metropolitan area, the relocation of the Participant’s principal place ofemployment more than 50 miles from the Participant’s principal place of employment as of May 4, 2020, but expressly excluding therelocation of the Participant to the Richmond, Virginia metropolitan area; provided, that none of these events shall constitute GoodReason unless the Company or an Affiliate fails to cure such event within 30 days after receipt from the Participant of written noticeof the event which constitutes Good Reason and provided further that Good Reason will cease to exist for an event on the 90th dayfollowing its occurrence.

2.13.Participant. “Participant” means an individual who satisfies the eligibility requirements set forth in Article III, isselected by the Committee to participate in the Plan and who enters into a Participation Agreement with the Company.

2.14.Participation Agreement. “Participation Agreement” means the agreement, in a form approved by the Committee,confirming an individual’s participation in the Plan and his or her agreement to be bound by all of the terms and conditions of thePlan, including the covenants set forth in Article VI.

2.15.Plan. “Plan” means this Performance Food Group Company Executive Severance Plan, as amended from time totime.

2.16.Salary. “Salary” means a Participant’s base salary as in effect on the date the Participant’s employment with theCompany and its Affiliates ends; provided, however, that a Participant’s Salary shall be determined without regard to any reduction inbase salary that constitutes Good Reason and provided further that a Participant’s Salary shall be determined without regard to anyreduction or deferral of Salary implemented to mitigate the financial impact on the Company and its Affiliates of the COVID-19pandemic.

2.17.Severance Period. “Severance Period” means the period in which the Plan’s cash severance benefit is payable. For aTier I Participant the Severance Period is 24 months if the cash severance benefit is payable under Section 5.02(a)(i) and is 24 monthsif the cash severance benefit is payable under Section 5.02(a)(ii). For a Tier II Participant the Severance Period is 18 months if thecash severance benefit is payable under Section 5.02(b)(i) and is 24 months if the cash severance benefit is payable under Section5.02(b)(ii). For a Tier III Participant the Severance Period is 12 months if the cash severance benefit is payable under Section 5.02(c)(i) and is 12 months if the cash severance benefit is payable under Section 5.02(c)(ii).

2.18.Separation from Service. “Separation from Service” has the same meaning as such term is defined under TreasuryRegulation Section 1.409A-1(h).

4

2.19.Specified Employee. “Specified Employee” has the same meaning as such term is defined under Treasury RegulationSection 1.409A-1(i).

2.20.Standard Termination Benefits. “Standard Termination Benefits” means the sum of any Salary that has been earnedbut remains unpaid, any annual bonus that has been earned but remains unpaid, any accrued but unused vacation pay, any expensesthat are reimbursable under the expense reimbursement policies of the Company or an Affiliate that remain unpaid and benefitspayable under the employee benefit plans (as defined in Section 3(3) of ERISA) of the Company or an Affiliate in which theParticipant participates.

2.21.Tier I Participant. “Tier I Participant” means a Participant who is designated as a Tier I Participant by the Committee.

2.22.Tier II Participant. “Tier II Participant” means a Participant who is designated as a Tier II Participant by theCommittee.

2.23.Tier III Participant. “Tier III Participant means a Participant who is designated as a Tier III Participant by theCommittee.

III.ELIGIBILITY

Participation in the Plan shall be limited to employees of the Company or an Affiliate who (i) are members of a “selectgroup of management or highly compensated employees” as such phrase is defined for purposes of Title I of ERISA, (ii) are selectedto participate in the Plan by the Committee and (iii) execute a Participation Agreement. The Committee’s designation shall alsodesignate whether the individual is a Tier I Participant, a Tier II Participant or a Tier III Participant. IV.ELIGIBILITY TO RECEIVE BENEFITS

A Participant shall be entitled to receive the benefits described in the applicable section of Article V if the Participant (a)remains in the continuous employ of the Company or an Affiliate from the date the Participant is designated as eligible to participatein the Plan until the date that the Participant’s employment with the Company and its Affiliates ends in accordance with theapplicable section of Article V and (b) satisfies the requirement to provide a release and general waiver of claims in accordance withSection 5.05. V.SEVERANCE BENEFITS

5.01.Standard Termination Benefits. A Participant is entitled to receive the Standard Termination Benefits upon thetermination of the Participant’s employment with the Company and its Affiliates for any reason. A Participant is not required tosatisfy the requirement to provide a release as described in Section 5.05 as a condition to the payment of the Standard TerminationBenefits. The Standard Termination Benefits will be paid in accordance with Section 5.04.

5

5.02.Cash Severance Benefit. A Participant is entitled to receive the Plan’s cash severance benefit in accordance with, andsubject to, the applicable provisions of this Section 5.02.

(a)Tier I Participants.

(i) A Tier I Participant is entitled to receive the cash severance benefit under this Section 5.02(a)(i) if the Tier IParticipant satisfies the requirements of Article IV and his or her employment with the Company and its Affiliates is terminated bythe Company or an Affiliate without Cause or the Tier I Participant resigns with Good Reason, in either case before a Control ChangeDate. The cash severance benefit under this Section 5.02(a)(i) is equal to 2.0 times the Tier I Participant’s Salary. If the Tier IParticipant is entitled to the cash severance benefit under this Section 5.02(a)(i) on account of a termination without Cause and aControl Change Date occurs within 90 days after the Tier I Participant’s employment with the Company and its Affiliates ends, thenthe Tier I Participant shall receive an additional amount of cash severance benefit equal to 2.0 times the Tier I Participant’sBonus. The cash severance benefit under this Section 5.02(a)(i) shall be paid over the Severance Period in accordance with Section5.04; provided, however, that any additional amount of cash severance benefit payable pursuant to the preceding sentence shall bepaid ratably over the remainder of the Severance Period after the Control Change Date.

(ii)A Tier I Participant is entitled to receive the cash severance benefit under this Section 5.02(a)(ii) if the Tier IParticipant satisfies the requirements of Article IV and his or her employment with the Company and its Affiliates is terminated bythe Company or an Affiliate without Cause or the Tier I Participant resigns with Good Reason, in either case on, or within 24 monthsafter, a Control Change Date. The cash severance benefit under this Section 5.02(a)(ii) is equal to the sum of (x) 2.0 times the Tier IParticipant’s Salary plus (y) 2.0 times the Tier I Participant’s Bonus. The cash severance benefit under this Section 5.02(a)(ii) shallbe paid over the Severance Period in accordance with Section 5.04.

(b)Tier II Participants.

(i)A Tier II Participant is entitled to receive the cash severance benefit under this Section 5.02(b)(i) if the Tier IIParticipant satisfies the requirements of Article IV and his or her employment with the Company and its Affiliates is terminated bythe Company or an Affiliate without Cause or the Tier II Participant resigns with Good Reason, in either case before a ControlChange Date. The cash severance benefit under this Section 5.02(b)(i) is equal to 1.5 times the Tier II Participant’s Salary. If theTier II Participant is entitled to the cash severance benefit under this Section 5.02(b)(i) on account of a termination without Cause anda Control Change Date occurs within 90 days after the Tier II Participant’s employment with the Company and its Affiliates ends,then the Tier II Participant shall receive an additional amount of cash severance benefit equal to the sum of 0.5 times the Tier IIParticipant’s Salary plus 2.0 times the Tier II Participant’s Bonus. The cash severance benefit under this Section 5.02(b)(i) shall bepaid over the Severance Period in accordance with Section 5.04; provided, however, that any additional amount of cash severancebenefit payable pursuant to the preceding sentence shall be paid ratably over the remainder of the Severance Period after the ControlChange Date.

6

(ii) A Tier II Participant is entitled to receive the cash severance benefit under this Section 5.02(b)(ii)if the Tier II Participant satisfies the requirements of Article IV and his or her employment with the Company and its Affiliates isterminated by the Company or an Affiliate without Cause or the Tier II Participant resigns with Good Reason, in either case on, orwithin 24 months after, a Control Change Date. The cash severance benefit under this Section 5.02(b)(ii) is equal to the sum of (x)2.0 times the Tier II Participant’s Salary plus (y) 2.0 times the Tier II Participant’s Bonus. The cash severance benefit under thisSection 5.02(b)(ii) shall be paid over the Severance Period in accordance with Section 5.04.

(c)Tier III Participants.

(i) A Tier III Participant is entitled to receive the cash severance benefit under this Section 5.02(c)(i) if the Tier IIIParticipant satisfies the requirements of Article IV and his or her employment with the Company and its Affiliates is terminated bythe Company or an Affiliate without Cause or the Tier III Participant resigns with Good Reason, in either case before a ControlChange Date. The cash severance benefit under this Section 5.02(c)(i) is equal to 1.0 times the Tier III Participant’s Salary. If theTier III Participant is entitled to the cash severance benefit under this Section 5.02(c)(i) on account of a termination without Causeand a Control Change Date occurs within 90 days after the Participant’s employment with the Company and its Affiliates ends, thenthe Tier III Participant shall receive an additional amount of cash severance benefit equal to 1.0 times the Tier III Participant’sBonus. The cash severance benefit under this Section 5.02(c)(i) shall be paid over the Severance Period in accordance with Section5.04; provided, however, that any additional amount of cash severance benefit payable pursuant to the preceding sentence shall bepaid ratably over the remainder of the Severance Period after the Control Change Date.

(ii) A Tier III Participant is entitled to receive the cash severance benefit under this Section 5.02(c)(ii) if the Tier IIIParticipant satisfies the requirements of Article IV and his or her employment with the Company or an Affiliate is terminated by theCompany or an Affiliate without Cause or the Tier III Participant resigns with Good Reason, in either case on, or within 24 monthsafter, a Control Change Date. The cash severance benefit under this Section 5.02(c)(ii) is equal to the sum of (x) 1.0 times the Tier IIIParticipant’s Salary plus (y) 1.0 times the Tier III Participant’s Bonus. The cash severance benefit under this Section 5.02(c)(ii) shallbe paid over the Severance Period in accordance with Section 5.04. For purposes of the Plan, a Participant’s employment is not terminated “without Cause” if the Participant’s employment with theCompany and its Affiliates ends on account of the Participant’s death or disability (as determined by the Committee).

5.03. COBRA Supplement. A Participant who is entitled to receive the cash severance benefit under Section 5.02also shall be entitled to receive the monthly COBRA supplement under this Section 5.03. The monthly COBRA supplement is equalto the monthly payment, determined as of the date that the Participant’s employment with the Company and its Affiliates ends, thatformer employees of the Company are required to pay for COBRA coverage for the same type and level of coverage that was ineffect for the Participant and his or her qualified beneficiaries (as defined under COBRA) on the date the Participant’s employmentwith the

7

Company and its Affiliates ended minus the monthly payment that the Participant paid for such coverage immediately before suchemployment ended. The monthly COBRA supplement shall be payable for each month during the Severance Period. The monthlyCOBRA supplement payable under this Section 5.03 shall be paid with the cash severance benefit.

5.04. Payment of Plan Benefits.

(a)Standard Termination Benefits. The Standard Termination Benefits will be paid to a Participant within 30 daysafter the date the Participant’s employment with the Company and its Affiliates ends; provided, however, that benefits underemployee benefit plans shall be paid or provided in accordance with the terms of such plans.

(b)Cash Severance Benefit and COBRA Supplement. Payment of the cash severance benefit under Section 5.02and the COBRA supplement under Section 5.03 shall be paid in accordance with Section 5.04(b)(i) if the Participant is a SpecifiedEmployee on the date the Participant’s employment with the Company and its Affiliates ends and, if not, in accordance with Section5.04(b)(ii).

(i)If a Participant is a Specified Employee on the date the Participant’s employment with the Company and itsAffiliates ends, the first payment of the cash severance benefit under Section 5.02 and the COBRA supplement under Section 5.03shall be made on the first regular payroll date of the Company that is at least 10 days after (x) the Participant’s Separation fromService and (y) the Release Effective Date under Section 5.05; provided, however, that if the 60 day period under Section 5.05 beginsin one calendar year and ends in the following calendar year, then the first payment shall be made on the first regular payroll date ofthe Company that occurs in the second calendar year and that is at least 10 days after (x) the Participant’s Separation from Serviceand (y) the Release Effective Date under Section 5.05. Payment of the cash severance benefit under Section 5.02 and the COBRAsupplement under Section 5.03 shall be made in equal or nearly equal installments, in accordance with the Company’s regular payrollpractices, during the Severance Period; provided, however, that the amount that is paid before the first day of the seventh month afterthe Participant’s Separation from Service shall not exceed the Exempt Amount and the balance of the amount payable shall be paid inequal or nearly equal installments, in accordance with the Company’s regular payroll practices beginning with the first day of theseventh month after the Participant’s Separation from Service and during the remainder of the Severance Period.

(ii)If a Participant is not a Specified Employee on the date the Participant’s employment with the Company and itsAffiliates ends, the first payment of the cash severance benefit under Section 5.02 and the COBRA supplement under Section 5.03shall be made on the first regular payroll date of the Company that is at least 10 days after (x) the Participant’s Separation fromService and (y) the Release Effective Date under Section 5.05; provided, however, that if the 60 day period under Section 5.05 beginsin one calendar year and ends in the following calendar year, then the first payment shall be made on the first regular payroll date ofthe Company that occurs in the second calendar year and that is at least 10 days after (x) the Participant’s Separation from Serviceand (y) the Release Effective Date under Section 5.05. Payment of the cash severance benefit under Section 5.02 and the COBRAsupplement under

8

Section 5.03 shall be made in equal or nearly equal installments, in accordance with the Company’s regular payroll practices, duringthe Severance Period.

5.05 Release. A Participant shall not be entitled to receive the cash severance benefit under Section 5.02 or theCOBRA supplement under Section 5.03 unless the Participant signs a general release and waiver of claims, on a form provided by theCompany, and the general release and waiver of claims becomes effective and irrevocable on or before the 60th day after the date thatthe Participant’s employment with the Company and its Affiliates ends. The date that the release becomes effective and irrevocable isthe “Release Effective Date”. The Company shall deliver the general release and waiver of claims to the participant no later than 5days after the date that the Participant’s employment with the Company and its Affiliates ends.

5.06 .Effect on Other Benefits.

(a) Awards. Participation in the Plan and the right to receive benefits in accordance with the terms of the Plan shallnot affect a Participant’s rights under any stock option, stock appreciation right, restricted stock, restricted stock unit or other equityor equity-based award granted to a Participant. The Participant’s rights under such equity or equity-based awards shall be governedby the terms of plan under which such awards were granted and the terms of any award agreement evidencing such awards.

(b)Severance Benefits. As a condition to participation in the Plan each Participant agrees that the Participant shallnot be eligible to participate in, or receive benefits under, any other severance plan, policy or agreement of the Company or anAffiliate.

VI. RESTRICTIVE COVENANTS

6.01. Covenant Against Competition. As a condition of participation in the Plan and as set forth in the ParticipationAgreement, each Participant agrees that during his or her employment with the Company or an Affiliate and for a period of one (1)year after the date the Participant’s employment with the Company and its Affiliates ends, the Participant shall not engage in anybusiness which is competitive with the business of the Company or any Affiliate as of the date such employment terminates or isterminated. A business shall be deemed “competitive” with the business of the Company or an Affiliate if its business consists of orincludes any type or line of business engaged in by the Company or any Affiliate as of the date of such termination and is conducted,in whole or in part, in any State of the United States of America. A Participant shall be deemed to “engage in a business” if theParticipant (a) participates, directly or indirectly, in such business as a director, officer, stockholder, employee, salesman, partner orindividual proprietor, (ii) acts as a paid consultant, representative or advisor to such business, (iii) participates in such business as aninvestor (whether through loans, contributions to capital or otherwise) or has a controlling influence over such business or (iv)permits his or her name to be used by or in connection with such business; provided, however, that this Section 6.01 shall notpreclude the purchase of securities that are listed on a national securities exchange of any entity that is competitive with the Companyor an Affiliate, provided that the Participant may not beneficially own more than five percent (5%) or more of any class of suchsecurities.

9

6.02. Covenant Against Solicitation. As a condition of participation in the Plan and as set forth in the ParticipationAgreement, each Participant agrees that during his or her employment with the Company or an Affiliate and for a period of one (1)year after the date the Participant’s employment with the Company and its Affiliates ends, the Participant shall not, directly orindirectly through another person or entity (i) solicit any employee of the Company or an Affiliate to leave the employ of theCompany or Affiliate or in any way interfere with the relationship between the Company or its Affiliate, on the one hand, and anyemployee thereof, on the other hand, (ii) hire any person who was an employee of the Company or an Affiliate until one (1) year aftersuch individual’s employment relationship with the Company and its Affiliates has been terminated or (iii) induce or attempt toinduce any customer, client, supplier, contractor or other business relation of the Company or an Affiliate to cease doing businesswith the Company or an Affiliate or in any way interfere with the relationship between any such customer, client, supplier, contractoror business relation, on the one hand, and the Company or its Affiliate, on the other hand.

6.03 Covenant Regarding Confidentiality. As a condition of participation in the Plan and as set forth in theParticipation Agreement, each Participant agrees that he or she shall not at any time use or divulge, furnish or make accessible toanyone (other than in the regular course of the business of the Company or its Affiliates) any information regarding trade secrets,proprietary information or other confidential information (including, but not limited to, any information concerning customers, clientsor accounts) with respect to the business affairs of the Company or any Affiliate. This Section 6.03 shall not apply to information thatis or becomes generally available to the public other than as a result of a disclosure by the Participant or his or her representatives.

6.04. Remedies for Breach. A Participant shall forfeit the right to receive any additional payments of the cashseverance benefit under Section 5.02 and of the COBRA supplement under Section 5.03 and may be required to repay to theCompany amounts previously paid to the Participant under those sections if the Committee determines that the Participant hasbreached any of the covenants set forth in this Article VI. The forfeiture of benefits and the recoupment of prior benefit payments isin addition to any other rights or remedies the Company may have on account of the Participant’s breach of the covenants set forth inthis Article VI. VII. LIMITATION ON BENEFITS

The benefits that a Participant may be entitled to receive under this Plan and other benefits that a Participant is entitled to receiveunder other plans, agreements and arrangements (which, together with the benefits provided under this Plan, are referred to as“Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Article VII,the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow a Participant to receive a greater NetAfter Tax Amount than a Participant would receive absent a reduction.

The Accounting Firm (defined below) will first determine the amount of any Parachute Payments that are payable to aParticipant. The Accounting Firm also will determine the Net After Tax Amount attributable to the Participant’s total ParachutePayments.

10

The Accounting Firm will next determine the largest amount of Payments that may be made to the Participant without subjectingthe Participant to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the NetAfter Tax Amount attributable to the Capped Payments.

The Participant will receive the total Parachute Payments or the Capped Payments, whichever provides the Participant with thehigher Net After Tax Amount. If the Participant will receive the Capped Payments, the total Parachute Payments will be reduceduntil the value of the remaining Parachute Payments for purposes of Section 280G of the Code equals the Capped Payments. Thereduction shall be effected by the Committee by first reducing the amount of any benefits under the Plan or any other plan, agreementor arrangement that are not subject to Section 409A of the Code (by reducing such benefits in the order that maximizes the reductionin value of the Parachute Payments under Section 280G of the Code) and then by the Committee reducing the amount of any benefitsunder the Plan or any other plan, agreement or arrangement that are subject to Section 409A of the Code (by reducing such benefits inthe order that maximizes the reduction in value of the Parachute Payments under Section 280G of the Code). The Accounting Firmwill notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Paymentsand will send the Participant and the Company a copy of its detailed calculations supporting that determination.

As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes itsdeterminations under this Article VII, it is possible that amounts will have been paid or distributed to the Participant that should nothave been paid or distributed under this Article VII (“Overpayments”), or that additional amounts should be paid or distributed to theParticipant under this Article VII (“Underpayments”). If the Accounting Firm determines, based on either the assertion of adeficiency by the Internal Revenue Service against the Company or the Participant, which assertion the Accounting Firm believes hasa high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participantmust repay to the Company, without interest; provided, however, that no amount will be payable by the Participant to the Companyunless, and then only to the extent that, the repayment would either reduce the amount on which the Participant is subject to tax underCode Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based uponcontrolling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Participant andthe Company of that determination and the amount of that Underpayment will be paid to the Participant promptly by the Company.

For purposes of this Article VII, the term “Accounting Firm” means the independent accounting firm engaged by the Companyimmediately before the Control Change Date. For purposes of this Article VII, the term “Net After Tax Amount” means the amountof any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 andany State or local income taxes applicable to the Participant on the date of payment. The determination of the Net After Tax Amountshall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as theParachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Article VII, the term“Parachute Payment” means a payment that is

11

described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated orproposed thereunder.

VIII. CODE SECTION 409A

The Plan and all payments under the Plan are intended to be exempt from, or otherwise comply with, Section 409A of theCode (“Section 409A”), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12). ThisPlan and the Participation Agreements shall be administered, interpreted and construed in a manner consistent with that intent. If anyprovision of the Plan or the payment of any benefit under the Plan is found not to be exempt from and found not to comply with, theprovisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Committee and without requiring theParticipant’s consent, in such manner as the Committee determines is necessary or appropriate to effectuate an exemption from, or tocomply with, Section 409A. Each payment under the Plan shall be treated as a separate identified payment for purposes of Section409A.

If a payment obligation under the Plan constitutes “deferred compensation” (as defined in Treasury Regulation section1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12)), it shall bepayable only after the Participant’s Separation from Service; provided, however, that if the Participant is a Specified Employee, anysuch payment that is subject to Section 409A and that is scheduled to be paid within six months after such separation from serviceshall accrue without interest and shall be payable beginning on the first day of the seventh month beginning after the date of theParticipant’s separation from service or, if earlier, within fifteen (15) days after the appointment of the personal representative orexecutor of the Participant’s estate following the Participant’s death. IX. ADMINISTRATION; CLAIMS PROCEDURE; REVIEW

9.01. Administration. The Committee shall serve as the “plan administrator” and “named fiduciary” of the Plan forpurposes of ERISA. The Committee shall have full power and discretionary authority to determine eligibility to participate in thePlan, to designate Participants as Tier I Participants, Tier II Participants and Tier III Participants, to determine eligibility to receivePlan benefits and to construe and interpret the terms of the Plan. The Committee shall have the authority to make all factualdeterminations necessary to administer the Plan. The decisions of the Committee shall be final and conclusive with respect to allquestions concerning administration of the Plan; subject only to the claims procedure and review procedure set forth in Sections 9.02and 9.03. No member of the Committee shall be liable for any act done in good faith with respect to the Plan.

The Committee may delegate to other persons responsibility for performing ministerial acts with respect to theadministration of the Plan. The Committee may seek such expert advice as the Committee deems necessary or desirable with respectto the Plan. The Committee shall be entitled to rely upon the information and advice furnished by such delegates and experts, unlessthe Committee has actual knowledge that such information or advice is inaccurate or unlawful. No Participant shall be entitled tochallenge a decision of the Committee in court or in any other administrative proceeding unless and until the claim and reviewprocedures set forth in Sections 9.02 and 9.03 have been complied with and exhausted.

12

9.02. Claim Procedure. A Participant is not required to file a claim in order to receive any benefits that are payable

under the Plan but a Participant who believes he or she is entitled to benefits or additional benefits may file a written claim forbenefits with the Committee. The Committee shall review any written claim for benefits that is submitted to it. If a claim is whollyor partially denied, the Committee will furnish the Participant written notice in accordance with Department of Labor regulations ofthe Committee’s decision within ninety (90) days of receipt of the written claim. The Committee’s notification shall include (a) thespecific reasons for the denial, (b) the specific reference to the pertinent Plan provisions upon which the denial is based, (c) adescription of any additional material or information necessary for the Participant to perfect the claim and an explanation of why suchmaterial or information is necessary and (d) a description of the Plan’s claims review procedures describing the steps to be taken andthe applicable time limits to submit a claim for review, including a statement of the Participant’s right to bring a civil action underSection 502(a) of ERISA following an adverse benefit determination on review.

If special circumstances require an extension of time for the Committee to process a written claim for benefits, the ninety(90) day period may be extended for an additional ninety (90) days. Prior to the expiration of the initial ninety (90) day period, theParticipant shall be furnished with a written or electronic notice setting forth the reason for the extension and the specialcircumstances requiring an extension of time and the date by which the Committee expects to render its decision on the written claimfor benefits.

9.03 Review of Claim Denials. If a written claim for benefits is wholly or partially denied, the Participant may (a)request a full and fair review of the Committee’s decision upon written application to the Committee filed within sixty (60) days afterreceipt of the written notification of the Committee’s decision, (b) submit written comments, documents, records and otherinformation relating to the claim to the Committee and (c) upon request (and free of charge) be given reasonable access to and copiesof documents and records and other information relevant to the claim. Upon receipt of timely, written application for review, theCommittee shall undertake a review, taking into account all comments, documents, records and information submitted by theParticipant or considered in the initial benefit determination. If the Participant fails to appeal the initial benefit determination inwriting within the prescribed period of time, then the Committee’s prior determination shall be final, binding and conclusive.

The Committee will render a decision upon review no later than sixty (60) days after receipt of the written request forreview. If special circumstances (such as the need to hold a hearing on any matter pertaining to the denied claim) warrant additionaltime, the decision will be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of the writtenrequest for review. Written notice specifying the circumstances requiring an extension of time will be furnished to the Participantprior to the expiration of the sixty (60) day period. The decision of the Committee on review will be in writing and will includespecific reasons for the decision and specific references to the pertinent provisions of the Plan on which the decision is based,including a statement of the Participant’s right to bring a civil action under Section 502(a) of ERISA. If the decision on review is notfurnished to the Participant within the time limits prescribed above, the claim will be deemed denied on review.

13

X. AMENDMENT AND TERMINATION

Subject to the two following sentences, the Plan may be amended at any time by action of the Committee. With respect toa Participant whose employment with the Company and its Affiliates ended as provided in Article IV on or before the Committee’saction amending the Plan, then without the Participant’s consent, no amendment of the Plan may (x) adversely affect suchParticipant’s rights under the Plan, (y) revoke the Participant’s designation as a Participant or (y) change such Participant’sdesignation as a Tier I Participant to a designation as a Tier II Participant or a Tier III Participant or change such Participant’sdesignation as a Tier II Participant to a designation as a Tier III Participant. With respect to a Participant whose employment with theCompany and its Affiliates has not ended on or before the Committee’s action amending the Plan, an amendment that (x) adverselyaffects such Participant’s rights under the Plan, (y) revokes the Participant’s designation as a Participant or (y) changes suchParticipant’s designation as a Tier I Participant to a designation as a Tier II Participant or a Tier III Participant or changes suchParticipant’s designation as a Tier II Participant to a designation as a Tier III Participant shall not become effective until the earlier ofthe date that such Participant consents to the amendment or the date that is one year after the date on which the Committee acts.

The Plan may be terminated at any time by action of the Committee or the Company’s Board of Directors, provided,however, that a termination of the Plan shall not affect the rights of a Participant whose employment was with the Company and itsAffiliates ended as provided in Article IV before the date of the Plan termination and provided further that the Plan may not beamended or terminated with respect to any Participant without the Participant’s consent within twenty-four (24) months after aControl Change Date. XI.GENERAL

11.01. No Employment Rights. The Plan, and a Participant’s participation in the Plan, does not confer on anyParticipant any right to continued employment by the Company or an Affiliate. Nothing in the Plan shall restrict the right of theCompany or an Affiliate to terminate the employment of any Participant at any time for any reason or no reason.

11.02. No Assignment. The benefits payable under the Plan are not subject to anticipation, alienation, pledge, sale,transfer, assignment, garnishment, attachment, or other transfer and any attempt to cause such transfer shall not be recognized exceptto the extent required by law.

11.03. Severability. If any provision of the Plan is found, held or deemed by a court of competent jurisdiction to bevoid, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of the Plan shall continue in fullforce and effect.

11.04. Unfunded Obligation. The benefits payable under the Plan are unfunded obligations of the Company andshall be paid from the general assets of the Company. No Participant has any right in or title to any assets, funds or property of theCompany with respect

14

to the payment of Plan benefits and each Participant is a general unsecured creditor of the Company with respect to any Plan benefitsthat may become payable to the Participant.

11.05. Death of Participant. If a Participant becomes entitled to receive Plan benefits but dies before all of the Planbenefits have been paid to the Participant, any remaining Plan benefits shall be paid to the estate of the Participant.

11.06. Governing Law. The Plan shall be governed and construed in accordance with the laws of the State ofDelaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict oflaws provisions thereof, except to the extent that the laws of the State of Delaware are preempted by ERISA.

11.07. Successors. The Plan shall be binding on, and inure to the benefit of, the successors and personalrepresentatives, legatees, heirs, etc. of a Participant and the successors to the Company.

Exhibit 10.2

PERFORMANCE FOOD GROUP COMPANYEXECUTIVE SEVERANCE PLAN

Participation Agreement

THIS PARTICIPATION AGREEMENT (“Agreement”) is between _________ (the “Executive”) and PERFORMANCEFOOD GROUP COMPANY (the “Company”), is effective as of _________ __, 2020 and provides as follows.

RECITALS

WHEREAS, the Company has adopted the Performance Food Group Company Executive Severance Plan (the “Plan”) forthe benefit of certain executives of the Company and its Affiliates (as defined in the Plan); and

WHEREAS, the Plan provides significant and valuable severance benefits to Plan participants who satisfy the Plan’srequirements for receipt of those benefits; and

WHEREAS, in order to protect the legitimate business interests of the Company and its Affiliates the Plan includescovenants that are intended to protect those interests; and

WHEREAS, an individual who is selected to participate in the Plan will become a participant in the Plan only if theindividual executes this Agreement and agrees to comply with the covenants set forth in the Plan.

NOW THEREFORE the Executive and the Company agree as follows:

1. Designation as a Participant. The Company has designated the Executive to participate in the Plan. TheCompany has designated the Executive as a Tier _ Participant (as defined in the Plan).

2. Acceptance of Plan. The Executive accepts his designation as a Tier _ Participant and agrees to comply with allof the provisions of the Plan including, for the avoidance of doubt, the covenants set forth in Article VI of the Plan. The Executivealso acknowledges that the Executive (a) has received a copy of the Plan, (b) has had sufficient opportunity to review the Plan in itsentirety and (c) understands the terms of the Plan including, for the avoidance of doubt, the covenants set forth in Article VI of thePlan.

3. No Right to Continued Employment. This Agreement and the Executive’s participation in the Plan do not givethe Executive any rights with respect to continued employment by the Company or any Affiliate. This Agreement and theExecutive’s participation in the Plan shall not interfere with the right of the Company or an Affiliate to terminate the Executive’semployment.

4. Other Benefits. The Executive understands and agrees that the Executive will not be eligible to participate in, orreceive benefits under, any other severance plan, policy or agreement of the Company or any Affiliate and that the Executive is notentitled to severance or similar benefits under any other plan, policy or agreement with the Company or any Affiliate.

5. Governing Law. This Agreement shall be governed by the laws of the State of Delaware applicable to contractsmade and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof, except tothe extent that the laws of the State of Delaware are preempted by ERISA (as defined in the Plan).

6. Conflicts. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions ofthe Plan shall govern.

7. Binding Effect. This Agreement shall be binding upon the Executive and the Executive’s successors in interestand the Company and any successors to the Company.

[Signature page to follow]

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement effective as of the date first set forthabove. [NAME OF EXECUTIVE] PERFORMANCE FOOD GROUP COMPANY __________________________ By:________________________

Title:_______________________

Exhibit 31.1

CERTIFICATION

I, George L. Holm, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020 of Performance Food Group Company (the“Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations, and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theRegistrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscalquarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control overfinancial reporting.

Date: May 4, 2020 /s/ George L. HolmGeorge L. HolmPresident and Chief Executive Officer(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, James D. Hope, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020 of Performance Food Group Company (the“Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations, and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theRegistrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscalquarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likelyto adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control overfinancial reporting.

Date: May 4, 2020 /s/ James D. HopeJames D. HopeExecutive Vice President and Chief Financial Officer(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Performance Food Group Company (the “Company”) on Form 10-Q for the fiscal quarter ended March 28, 2020, as filedwith the Securities and Exchange Commission on the date hereof (the “Report”), I, George L. Holm, President and Chief Executive Officer of the Company, certify,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 4, 2020 /s/ George L. HolmGeorge L. HolmPresident and Chief Executive Officer(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Performance Food Group Company (the “Company”) on Form 10-Q for the fiscal quarter ended March 28, 2020, as filedwith the Securities and Exchange Commission on the date hereof (the “Report”), I, James D. Hope, Executive Vice President and Chief Financial Officer of theCompany, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 4, 2020 /s/ James D. HopeJames D. HopeExecutive Vice President and Chief Financial Officer(Principal Financial Officer)

united states · 2020. 5. 5. · 1.0 billion shares authorized, 103.8 million shares issued and...

Documents