8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2023

Performance Food Group Company

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-37578	43-1983182
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
12500 West Creek Parkway Richmond, Virginia		23238
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 484-7700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On February 23, 2023, as previously announced, Performance Food Group Company (the “Company”) will participate in the 2023 Consumer Analyst Group of New York (CAGNY) Conference. Attached hereto as Exhibit 99.1 is a press release prepared by the Company in connection therewith, including an update regarding the Company’s full fiscal year 2023 outlook, fiscal third quarter of 2023 outlook and three-year outlook.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Performance Food Group Company, dated February 23, 2023.
104	Cover page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

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

	PERFORMANCE FOOD GROUP COMPANY
Date: February 23, 2023	By:	/s/ A. Brent King
		A. Brent King
		Executive Vice President, General Counsel and Secretary

EX-99

NEWS RELEASE
For Immediate Release	Investors:		Media:
	Bill Marshall		Scott Golden
	VP, Investor Relations		Director, Communications & Engagement
	804-287-8108		804-484-7873
	Bill.Marshall@pfgc.com		Scott.Golden@pfgc.com

Performance Food Group Company to Participate in 2023 CAGNY Conference; Reaffirms Fiscal 2023 and Long-Term Outlook

RICHMOND, Va. – February 23, 2023 –Performance Food Group Company (PFG) (NYSE: PFGC) is participating in the 2023 CAGNY Conference today, as previously announced. Ahead of the conference, PFG is reaffirming its outlook for the full fiscal year and fiscal third quarter of 2023. It is also reaffirming its long-term outlook.

PFG will webcast its presentation live today, February 23, 2023, at 11:00 a.m. ET. The live webcast will be available in listen-only mode on investors.pfgc.com.

Fiscal 2023 & Long-Term Outlook

For the third quarter of fiscal 2023, PFG continues to expect net sales to be in a range of $13.7 billion to $14.0 billion. For the third quarter of fiscal 2023, PFG continues to expect Adjusted EBITDA to be in a range of $270 million to $290 million.

For the full fiscal year 2023, PFG continues to expect net sales to be in a range of $57 billion to $59 billion. For the full fiscal year of 2023, PFG continues to expect Adjusted EBITDA to be in a range of $1.27 billion to $1.35 billion.

PFG reaffirms its previously announced 3-year net sales and Adjusted EBITDA targets. PFG continues to expect to achieve annual net sales of $62 to $64 billion and Adjusted EBITDA between $1.5 and $1.7 billion in fiscal 2025.

PFG’s Adjusted EBITDA outlook excludes the impact of certain income and expense items that management believes are not part of underlying operations. These items may include, but are not limited to, loss on early extinguishment of debt, restructuring charges, certain tax items, and charges associated with non-recurring professional and legal fees associated with acquisitions. PFG’s management cannot estimate on a forward-looking basis the impact of these income and expense items on its reported net income, which could be significant, are difficult to predict, and may be highly variable. As a result, PFG does not provide a reconciliation to the closest corresponding GAAP financial measure for its Adjusted EBITDA outlook. Please see the “Forward-Looking Statements” section of this release for a discussion of certain risks to PFG’s outlook.

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About Performance Food Group Company

Performance Food Group is an industry leader and one of the largest food and foodservice distribution companies in North America with more than 150 locations. Founded and headquartered in Richmond, Virginia, PFG and our family of companies market and deliver quality food and related products to over 300,000 locations including independent and chain restaurants; businesses, schools and healthcare facilities; vending and office coffee service distributors; and big box retailers, theaters and convenience stores. PFG’s success as a Fortune 200 company is achieved through our more than 35,000 dedicated associates committed to building strong relationships with the valued customers, suppliers and communities we serve. To learn more about PFG, including how you can join our team,visit pfgc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources,integration of our acquisition of Core-Mark Holding Company, Inc. ("Core-Mark") and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words.

Such forward-looking statements are subject to various risks and uncertainties. The following factors, in addition to those discussed under the section entitled Item 1A. Risk Factors in PFG’s Annual Report on Form 10-K for the fiscal year ended July 2, 2022 filed with the Securities and Exchange Commission (the “SEC”) on August 19, 2022, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, could cause actual future results to differ materially from those expressed in any forward-looking statements:

•economic factors, including inflation, or other adverse changes such as a downturn in economic conditions, negatively affecting consumer confidence and discretionary spending;

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

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

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

•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;

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•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 these organizations;

•the effects of health epidemics, including the ongoing impact of the COVID-19 pandemic;

•changes in eating habits of consumers;

•extreme weather conditions, including hurricane, earthquake and natural disaster damage;

•our reliance on third-party suppliers;

•volatility of fuel and other transportation costs;

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

•our inability 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 we acquire;

•environmental, health, and safety costs, including compliance with current and future environmental laws and regulations relating to carbon emissions and the effects of global warming;

•our inability to comply with requirements imposed by applicable law or government regulations, including increased regulation of electronic cigarette and other alternative nicotine products;

•a portion of our sales volume is dependent upon the distribution of cigarettes and other tobacco products, sales of which are generally declining;

•if products we distribute are alleged to cause injury or illness or fail to comply with governmental regulations, we may need to recall our products and may experience product liability claims;

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

•adverse judgements or settlements or unexpected outcomes in legal proceedings;

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

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•decrease in earnings from amortization charges associated with acquisitions;

•impact of uncollectibility of accounts receivable;

•increase in excise taxes or reduction in credit terms by taxing jurisdictions;

•the cost and adequacy of insurance coverage and increases in the number or severity of insurance and claims expenses;

•risks relating to our substantial outstanding indebtedness;

•our ability to raise additional capital on commercially reasonable terms or at all; and

•risks related to the integration of Core-Mark.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. Any forward-looking statement, including any contained herein, speaks only as of the time of this release or as of the date they were made and we do not undertake to update or revise them as more information becomes available or to disclose any facts, events, or circumstances after the date of this release or our statement, as applicable, that may affect the accuracy of any forward-looking statement, except as required by law.

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XML

Document and Entity Information	Feb. 23, 2023
Cover [Abstract]
Entity Registrant Name	Performance Food Group Company
Amendment Flag	false
Entity Central Index Key	0001618673
Document Type	8-K
Document Period End Date	Feb. 23, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-37578
Entity Tax Identification Number	43-1983182
Entity Address, Address Line One	12500 West Creek Parkway
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23238
City Area Code	804
Local Phone Number	484-7700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	PFGC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false