PERFORMANCE FOOD GROUP CO, 10-Q filed on 2/5/2025
Quarterly Report
v3.25.0.1
Document and Entity Information - shares
 6 Months Ended
Dec. 28, 2024
Jan. 29, 2025
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Dec. 28, 2024  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
Entity Registrant Name Performance Food Group Company  
Entity Central Index Key 0001618673  
Entity Current Reporting Status Yes  
Current Fiscal Year End Date --06-28  
Entity Filer Category Large Accelerated Filer  
Entity Common Stock, Shares Outstanding   156,216,487
Entity Shell Company false  
Entity Small Business false  
Entity Emerging Growth Company false  
Trading Symbol PFGC  
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  
Entity Interactive Data Current Yes  
Title of 12(b) Security Common Stock, $0.01 par value  
Security Exchange Name NYSE  
Entity Incorporation, State or Country Code DE  
Document Quarterly Report true  
Document Transition Report false  
v3.25.0.1
Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
Current assets:    
Cash $ 10.7 $ 20.0
Accounts receivable, less allowances of $68.2 and $55.2 2,587.5 2,478.9
Inventories, net 3,928.0 3,314.7
Income taxes receivable 104.4 71.6
Prepaid expenses and other current assets 255.1 268.1
Total current assets 6,885.7 6,153.3
Goodwill 3,407.5 2,418.3
Other intangible assets, net 1,823.5 971.1
Property, plant and equipment, net 3,861.3 2,788.5
Operating lease right-of-use assets 943.8 875.5
Other assets 175.2 186.2
Total assets 17,097.0 13,392.9
Current liabilities:    
Trade accounts payable and outstanding checks in excess of deposits 2,916.1 2,594.4
Accrued expenses and other current liabilities 910.8 908.3
Finance lease obligations—current installments 195.1 147.2
Operating lease obligations—current installments 105.4 108.2
Total current liabilities 4,127.4 3,758.1
Long-term debt 5,691.2 3,198.5
Deferred income tax liability, net 841.9 497.9
Finance lease obligations, excluding current installments 966.3 703.2
Operating lease obligations, excluding current installments 902.9 819.3
Other long-term liabilities 310.1 289.0
Total liabilities 12,839.8 9,266.0
Commitments and contingencies (Note 10)
Shareholders’ equity:    
Common Stock: $0.01 par value per share, 1.0 billion shares authorized, 154.6 million shares issued and outstanding as of December 28, 2024;154.2 million shares issued and outstanding as of June 29, 2024 1.5 1.5
Additional paid-in capital 2,806.2 2,818.5
Accumulated other comprehensive (loss) income, net of tax benefit (expense) of $1.1 and ($1.5) (3.8) 4.0
Retained earnings 1,453.3 1,302.9
Total shareholders’ equity 4,257.2 4,126.9
Total liabilities and shareholders’ equity $ 17,097.0 $ 13,392.9
v3.25.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
Statement of Financial Position [Abstract]    
Accounts receivable, allowances $ 68.2 $ 55.2
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 154,600,000 154,200,000
Common stock, shares outstanding 154,600,000 154,200,000
Accumulated other comprehensive (loss) income, net of tax benefit (expense) $ 1.1 $ (1.5)
v3.25.0.1
Consolidated Statements of Operations - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Income Statement [Abstract]        
Net sales $ 15,638.2 $ 14,295.7 $ 31,053.7 $ 29,234.3
Cost of goods sold 13,810.4 12,697.6 27,461.7 25,973.3
Gross profit 1,827.8 1,598.1 3,592.0 3,261.0
Operating expenses 1,669.0 1,424.2 3,217.9 2,870.9
Operating profit 158.8 173.9 374.1 390.1
Other expense, net:        
Interest expense 100.2 61.4 167.0 117.5
Other, net 1.9 0.8 3.5 (2.4)
Other expense, net 102.1 62.2 170.5 115.1
Income before taxes 56.7 111.7 203.6 275.0
Income tax expense 14.3 33.4 53.2 76.0
Net income $ 42.4 $ 78.3 $ 150.4 $ 199.0
Weighted-average common shares outstanding:        
Basic 154.6 154.2 154.6 154.5
Diluted 156.3 155.7 156.3 156.2
Earnings per common share:        
Basic $ 0.27 $ 0.51 $ 0.97 $ 1.29
Diluted $ 0.27 $ 0.5 $ 0.96 $ 1.27
v3.25.0.1
Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net Income (Loss) $ 42.4 $ 78.3 $ 150.4 $ 199.0
Interest rate swaps:        
Change in fair value, net of tax 3.1 (2.8) 0.2 (0.6)
Reclassification adjustment, net of tax (2.3) (3.1) (5.3) (6.0)
Foreign currency translation adjustment, net of tax (3.2) 1.0 (2.7) 0.3
Other comprehensive loss (2.4) (4.9) (7.8) (6.3)
Total comprehensive income $ 40.0 $ 73.4 $ 142.6 $ 192.7
v3.25.0.1
Consolidated Statements of Shareholders' Equity - USD ($)
$ in Millions
Total
Interest Rate Swaps [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive (Loss) Income [Member]
Accumulated Other Comprehensive (Loss) Income [Member]
Interest Rate Swaps [Member]
Retained Earnings [Member]
Balance Beginning at Jul. 01, 2023 $ 3,745.5   $ 1.5 $ 2,863.0 $ 14.0   $ 867.0
Balance Beginning, shares at Jul. 01, 2023     154,500,000        
Net Income (Loss) 199.0           199.0
Interest rate swaps (6.3) $ (6.6)       $ (6.6)  
Foreign currency translation adjustment 0.3       0.3    
Issuance of common stock under stock-based compensation plans (17.8)     (17.8)      
Issuance of common stock under stock-based compensation plans, shares     700,000        
Common stock repurchased, shares     (1,300,000)        
Common stock repurchased (78.1)   $ (78.1) (78.1)      
Stock-based compensation expense 19.4     19.4      
Balance Ending at Dec. 30, 2023 3,861.7   $ 1.5 2,786.5 7.7   1,066.0
Balance Ending, shares at Dec. 30, 2023     153,900,000        
Balance Beginning at Sep. 30, 2023 3,828.3   $ 1.5 2,826.5 12.6   987.7
Balance Beginning, shares at Sep. 30, 2023     154,700,000        
Net Income (Loss) 78.3           78.3
Interest rate swaps (4.9) (5.9)       (5.9)  
Foreign currency translation adjustment 1.0       1.0    
Issuance of common stock under stock-based compensation plans 0.1     0.1      
Issuance of common stock under stock-based compensation plans, shares     0        
Common stock repurchased, shares     (800,000)        
Common stock repurchased (50.0)   $ (50.0) (50.0)      
Stock-based compensation expense 9.9     9.9      
Balance Ending at Dec. 30, 2023 3,861.7   $ 1.5 2,786.5 7.7   1,066.0
Balance Ending, shares at Dec. 30, 2023     153,900,000        
Balance Beginning at Jun. 29, 2024 $ 4,126.9   $ 1.5 2,818.5 4.0   1,302.9
Balance Beginning, shares at Jun. 29, 2024 154,200,000   154,200,000        
Net Income (Loss) $ 150.4           150.4
Interest rate swaps (7.8) (5.1)       (5.1)  
Foreign currency translation adjustment (2.7)       (2.7)    
Issuance of common stock under stock-based compensation plans (14.0)     (14.0)      
Issuance of common stock under stock-based compensation plans, shares     600,000        
Issuance of common stock under employee stock purchase plan 15.0     15.0      
Issuance of common stock under employee stock purchase plan, shares     200,000        
Common stock repurchased, shares     (400,000)        
Common stock repurchased (33.6)   $ (33.6) (33.6)      
Stock-based compensation expense 20.3     20.3      
Balance Ending at Dec. 28, 2024 $ 4,257.2   $ 1.5 2,806.2 (3.8)   1,453.3
Balance Ending, shares at Dec. 28, 2024 154,600,000   154,600,000        
Balance Beginning at Sep. 28, 2024 $ 4,208.2   $ 1.5 2,797.2 (1.4)   1,410.9
Balance Beginning, shares at Sep. 28, 2024     154,500,000        
Net Income (Loss) 42.4           42.4
Interest rate swaps (2.4) $ 0.8       $ 0.8  
Foreign currency translation adjustment (3.2)       (3.2)    
Issuance of common stock under stock-based compensation plans 2.7     2.7      
Issuance of common stock under stock-based compensation plans, shares     100,000        
Common stock repurchased (4.1)   $ (4.0) (4.1)      
Stock-based compensation expense 10.4     10.4      
Balance Ending at Dec. 28, 2024 $ 4,257.2   $ 1.5 $ 2,806.2 $ (3.8)   $ 1,453.3
Balance Ending, shares at Dec. 28, 2024 154,600,000   154,600,000        
v3.25.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Cash flows from operating activities:    
Net income $ 150.4 $ 199.0
Adjustments to reconcile net income to net cash provided by operating activities    
Depreciation 211.5 170.1
Amortization of intangible assets 123.9 102.5
Amortization of deferred financing costs 6.0 5.3
Provision for losses on accounts receivables 11.9 11.6
Change in LIFO reserve 30.5 41.0
Stock compensation expense 23.0 21.7
Deferred income tax benefit (16.8) (14.5)
Change in fair value of derivative assets and liabilities 0.2 (3.7)
Other non-cash activities 1.4 (3.0)
Changes in operating assets and liabilities, net    
Accounts receivable 96.4 107.2
Inventories (325.7) 32.7
Income taxes receivable (25.7) (20.7)
Prepaid expenses and other assets 48.5 (40.9)
Trade accounts payable and outstanding checks in excess of deposits 145.7 (46.9)
Accrued expenses and other liabilities (102.2) (7.4)
Net cash provided by operating activities 379.0 554.0
Cash flows from investing activities:    
Purchases of property, plant and equipment (203.9) (147.1)
Net cash paid for acquisitions (2,535.5) (308.1)
Proceeds from sale of property, plant and equipment and other 2.7 18.8
Net cash used in investing activities (2,736.7) (436.4)
Cash flows from financing activities:    
Net borrowings under ABL Facility 1,499.9 39.0
Cash paid for debt issuance, extinguishment and modifications (33.8) 0.0
Payments under finance lease obligations (84.8) (56.5)
Proceeds from employee stock purchase plan 15.0 0.0
Proceeds from exercise of stock options 3.2 1.1
Cash paid for shares withheld to cover taxes (17.2) (18.9)
Repurchases of common stock (33.6) (78.1)
Other financing activities 0.0 (0.3)
Net cash provided by (used in) financing activities 2,348.7 (113.7)
Net (decrease) increase in cash and restricted cash (9.0) 3.9
Cash and restricted cash, beginning of period 27.7 20.0
Cash and restricted cash, end of period 18.7 23.9
Interest 146.3 122.3
Income tax payments net of refunds 84.1 109.0
6.125% Notes due 2032 [Member]    
Cash flows from financing activities:    
Borrowing of Notes due 2032 $ 1,000.0 $ 0.0
v3.25.0.1
Reconciliation of Cash and Restricted Cash - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
Supplemental Cash Flow Elements [Abstract]    
Cash $ 10.7 $ 20.0
Restricted cash [1] 8.0 7.7
Total cash and restricted cash $ 18.7 $ 27.7
[1] Restricted cash is reported within Other assets and represents the amounts required by insurers to collateralize a part of the deductibles for the Company’s workers’ compensation and liability claims.
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 42.4 $ 78.3 $ 150.4 $ 199.0
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 28, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Summary of Business Activities
 6 Months Ended
Dec. 28, 2024
Accounting Policies [Abstract]  
Summary of Business Activities

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-related products to customer locations across North America. The Company serves both of the major customer types in the restaurant industry: (i) independent customers, and (ii) multi-unit, or “Chain” customers, which include some of the most recognizable family and casual dining restaurant chains, as well as schools, business and industry locations, healthcare facilities, and retail establishments. The Company also specializes in distributing candy, snacks, beverages, cigarettes, other tobacco products, health and beauty care products and other items to vending distributors, big box retailers, theaters, convenience stores, drug stores, grocery stores, travel providers, and hospitality providers.

Share Repurchase Program

In November 2022, the Board of Directors of the Company authorized a share repurchase program for up to $300 million of the Company’s outstanding common stock. This authorization replaced the previously authorized $250 million share repurchase program. The current share repurchase program has an expiration date of November 16, 2026 and may be amended, suspended, or discontinued at any time at the Company’s discretion, subject to compliance with applicable laws. As of December 28, 2024, there remains approximately $177.0 million available for additional share repurchases.

During the three months ended December 28, 2024, the Company repurchased and subsequently retired less than 0.1 million shares of common stock, for a total of $4.0 million or an average cost of $79.05 per share. During the six months ended December 28, 2024, the Company repurchased and subsequently retired 0.4 million shares of common stock, for a total of $33.6 million or an average cost of $75.19 per share. During the three months ended December 30, 2023, the Company repurchased and subsequently retired 0.8 million shares of common stock, for a total of $50.0 million or an average cost of $58.01 per share. During the six months ended December 30, 2023, the Company repurchased and subsequently retired 1.3 million shares of common stock, for a total of $78.1 million or an average cost of $58.83 per share.

v3.25.0.1
Summary of Significant Accounting Policies and Estimates
 6 Months Ended
Dec. 28, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies and Estimates

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, 2024 consolidated balance sheet, which was derived from the audited consolidated financial statements included in the Form 10-K. The financial statements include consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of shareholders’ equity, and consolidated statements of cash flows. Certain prior period amounts have been reclassified to conform to current period presentation. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income, shareholders’ equity, and cash flows for all periods presented have been made.

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 and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates used by management are related to the accounting for the allowance for doubtful accounts, reserve for inventories, impairment testing of goodwill and other intangible assets, acquisition accounting, reserves for claims and recoveries under insurance programs, vendor rebates and other promotional incentives, bonus accruals, depreciation, amortization, determination of useful lives of tangible and intangible assets, leases, and income taxes. Actual results could differ from these estimates.

The results of operations are not necessarily indicative of the results to be expected for the full fiscal year. Therefore, these financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K. Certain footnote disclosures included in annual financial statements prepared in accordance with GAAP have been condensed or omitted herein pursuant to applicable rules and regulations for interim financial statements.
v3.25.0.1
Recently Issued Accounting Pronouncements
 6 Months Ended
Dec. 28, 2024
Accounting Changes and Error Corrections [Abstract]  
Recently Issued Accounting Pronouncements

3. Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The update expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. It further requires disclosure of the amount and description of its composition for other segment items, and interim disclosures of both a reportable segment’s profit or loss and assets. The guidance requires disclosure of the title and position of the chief operating decision maker and how reported measures of segment profit or loss are used to assess performance and allocate resources. This pronouncement is effective for annual periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024, with early adoption permitted. The amendments in this update will be adopted for the fiscal year ending June 28, 2025 (“fiscal 2025”), with annual reporting requirements effective for our fiscal 2025 Annual Report on Form 10-K and interim reporting requirements effective for our Quarterly Reports on Forms 10-Q within the fiscal year ending June 27, 2026 (“fiscal 2026”). The amendments in this update should be applied retrospectively to each period presented in the consolidated financial statements. The provisions of the new standard will not impact the Company’s results of operations, financial position, or cash flows but will require the Company to expand its current segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update expands public entities’ income tax disclosure requirements primarily by requiring disaggregation of specific categories and reconciling items that meet a quantitative threshold within the rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction. This pronouncement is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt the new standard in fiscal 2026. The amendments in this update should be applied on a prospective basis, with retrospective application permitted. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement--Reporting Comprehensive Income--Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The update improves the disclosures about a public entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. In January 2025, the FASB released ASU 2025-01 to clarify ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The amendments in this update will be adopted for the fiscal year ending July 1, 2028 (“fiscal 2028”), with annual reporting requirements effective for our fiscal 2028 Annual Report on Form 10-K and interim reporting requirements effective for our Quarterly Reports on Forms 10-Q within the fiscal year ending June 30, 2029. The amendments in this update should be applied prospectively, however, retrospective application is permitted. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements.
v3.25.0.1
Revenue Recognition
 6 Months Ended
Dec. 28, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Recognition

4. Revenue Recognition

The Company markets and distributes primarily national and Company-branded food and food-related products to customer locations across North America. The Foodservice segment primarily services restaurants and supplies a “broad line” of products to its customers, including the Company’s Performance Brands and custom-cut meats and seafood, as well as products that are specific to each customer’s menu requirements. Vistar specializes in distributing candy, snacks, beverages, and other items nationally to vending, office coffee service, theater, retail, hospitality, and other channels. The Convenience segment distributes candy, snacks, beverages, cigarettes, other tobacco products, food and foodservice related products, and other items to convenience stores across North America. The Company disaggregates revenue by customer type and product offerings and determined that disaggregating revenue at the segment level achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 13. 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 not related to financing the customer’s business, nor are they associated with any distinct good or service to be received from the customer. These incentive payments are capitalized and amortized over the life of the contract or the expected life of the customer relationship on a straight-line basis. The Company’s contract asset for these incentives totaled $54.4 million and $55.4 million as of December 28, 2024 and June 29, 2024, respectively.
v3.25.0.1
Business Combinations
 6 Months Ended
Dec. 28, 2024
Business Combinations [Abstract]  
Business Combinations

5. Business Combinations

During the first six months of fiscal 2025, the Company paid cash of $2.5 billion, net of cash received, for two acquisitions reported in the Foodservice segment. During the first six months of fiscal 2024, the Company paid cash of $308.1 million, net of cash received, for two acquisitions. These acquisitions are reported in the Vistar and Corporate and All Other segments.

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 two acquisitions in the first six months of fiscal 2025:

(In millions)

 

Cheney Brothers

 

 

Other

 

 

Fiscal 2025

 

Net working capital

 

$

247.2

 

 

$

37.4

 

 

$

284.6

 

Goodwill

 

 

691.9

 

 

 

302.3

 

 

 

994.2

 

Intangible assets with definite lives:

 

 

 

 

 

 

 

 

-

 

Customer relationships

 

 

485.0

 

 

 

230.0

 

 

 

715.0

 

Trade names

 

 

165.0

 

 

 

75.0

 

 

 

240.0

 

Property, plant and equipment

 

 

725.0

 

 

 

57.3

 

 

 

782.3

 

Operating lease right-of-use assets

 

 

6.3

 

 

 

-

 

 

 

6.3

 

Other assets

 

 

10.5

 

 

 

0.2

 

 

 

10.7

 

Deferred tax liabilities

 

 

(240.8

)

 

 

(127.6

)

 

 

(368.4

)

Finance lease obligations

 

 

(95.7

)

 

 

(0.3

)

 

 

(96.0

)

Operating lease obligations

 

 

(6.3

)

 

 

-

 

 

 

(6.3

)

Other long-term liabilities

 

 

(26.9

)

 

 

-

 

 

 

(26.9

)

Total purchase price

 

$

1,961.2

 

 

$

574.3

 

 

$

2,535.5

 

Intangible assets consist primarily of customer relationships and trade names with useful lives of ten to twelve years, and a total weighted-average useful life of 11.7 years. The excess of the estimated fair value of the assets acquired and the liabilities assumed over consideration paid was recorded as $994.2 million of goodwill.

The “Other” acquisition in fiscal 2025 and the fiscal 2024 acquisitions did not materially affect the Company’s results of operations.

Cheney Brothers Acquisition

On October 8, 2024, PFG acquired Cheney Bros., Inc. (“Cheney Brothers”) for $2.0 billion, consisting of $1,961.2 million of cash consideration paid at the time of the closing of the transaction, net of cash received, and $32.4 million of deferred consideration payable to the seller over the next five years. The cash consideration portion of the purchase price was financed with borrowings under the Company’s asset-based revolving credit facility.

The net sales and net loss related to Cheney Brothers recorded in the Company’s Consolidated Statements of Operations since the acquisition date of October 8, 2024 are $825.0 million and $28.4 million, respectively. The net loss related to Cheney Brothers was driven by depreciation and amortization of purchase accounting adjustments.

The following table summarizes the unaudited pro-forma consolidated financial information of the Company as if the acquisition had occurred on July 2, 2023:

 

 

Three Months Ended

 

 

Six Months Ended

 

(in millions)

 

December 28, 2024

 

 

December 30, 2023

 

 

December 28, 2024

 

 

December 30, 2023

 

Net sales

 

$

15,716.4

 

 

$

15,102.2

 

 

$

31,945.5

 

 

$

30,782.2

 

Net income

 

 

74.1

 

 

 

59.7

 

 

 

169.0

 

 

 

91.1

 
These pro-forma results include nonrecurring pro-forma adjustments related to acquisition costs incurred, including the amortization of the step up in fair value of inventory acquired as products were sold. The pro-forma net income for the six months ended December 30, 2023 includes $69.1 million, after-tax, of acquisition costs assuming the acquisition had occurred on July 2, 2023. The recurring pro-forma adjustments include estimates of interest expense for the debt issued to finance the acquisition and estimates of depreciation and amortization associated with fair value adjustments for property, plant and equipment and intangible assets acquired.
v3.25.0.1
Debt
 6 Months Ended
Dec. 28, 2024
Debt Disclosure [Abstract]  
Debt

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 December 28, 2024

 

 

As of June 29, 2024

 

Credit Agreement

 

$

2,660.7

 

 

$

1,160.8

 

5.500% Notes due 2027, effective interest rate 5.930%

 

 

1,060.0

 

 

 

1,060.0

 

4.250% Notes due 2029, effective interest rate 4.439%

 

 

1,000.0

 

 

1,000.0

 

6.125% Notes due 2032, effective interest rate 6.287%

 

 

1,000.0

 

 

 

-

 

Less: Original issue discount and deferred financing costs

 

 

(29.5

)

 

(22.3

)

Long-term debt

 

 

5,691.2

 

 

3,198.5

 

Less: current installments

 

 

-

 

 

-

 

Total debt, excluding current installments

 

$

5,691.2

 

 

$

3,198.5

 

Credit Agreement

PFGC, Inc. (“PFGC”), a wholly-owned subsidiary of the Company, and Performance Food Group, Inc., a wholly-owned subsidiary of PFGC, were parties to the Fifth Amended and Restated Credit Agreement dated September 17, 2021, as amended by the First Amendment to the Fifth Amended and Restated Credit Agreement, dated April 17, 2023 (as amended, the “Prior Credit Agreement”). The Prior Credit Agreement had an aggregate principal amount available of $4.0 billion and was scheduled to mature on September 17, 2026.

On September 9, 2024, PFGC and Performance Food Group, Inc. entered into the Sixth Amended and Restated Credit Agreement (the “ABL Facility”), with Wells Fargo Bank, National Association, as Administrative Agent and Collateral Agent, and the other lenders party thereto, which amends and restates the Prior Credit Agreement. The ABL Facility, among other things, (i) increases the total revolving commitments from $4.0 billion under the Prior Credit Agreement to $5.0 billion under the ABL Facility and (ii) extends the stated maturity date from September 17, 2026, under the Prior Credit Agreement to September 9, 2029, under the ABL Facility. The ABL Facility also provides for up to $1.0 billion of uncommitted incremental facilities. The terms of any such incremental facility shall be agreed between Performance Food Group, Inc. and the lenders providing the new commitments, subject to certain limitations set forth in the ABL Facility.

Performance Food Group, Inc. is the lead borrower under the ABL Facility, which is jointly and severally guaranteed by, and secured by the majority of the assets of, PFGC and all material domestic direct and indirect wholly-owned subsidiaries of PFGC (other than the captive insurance subsidiary and other excluded subsidiaries). Availability for loans and letters of credit under the ABL Facility is governed by a borrowing base, determined by the application of specified advance rates against eligible assets, including trade accounts receivable, inventory, owned real property, and owned transportation equipment. The borrowing base is reduced quarterly by a cumulative fraction of the real property and transportation equipment values. Advances on accounts receivable and inventory are subject to change based on periodic commercial finance examinations and appraisals, and the real property and transportation equipment values included in the borrowing base are subject to change based on periodic appraisals. Audits and appraisals are conducted at the direction of the administrative agent for the benefit and on behalf of all lenders.

Borrowings under the ABL Facility bear interest, at Performance Food Group, Inc.’s option, at (a) the Base Rate (defined as the greatest of (i) a floor rate of 0.00%, (ii) the federal funds rate in effect on such date plus 0.5%, (iii) the prime rate on such day, or (iv) one month Term SOFR plus 1.0%) plus a spread or (b) Term SOFR plus a spread. The ABL Facility also provides for an unused commitment fee at a rate of 0.250% per annum based on average excess availability.

The following table summarizes outstanding borrowings, availability, and the average interest rate under the Company’s credit agreement:

(Dollars in millions)

 

As of December 28, 2024

 

 

As of June 29, 2024

 

Aggregate borrowings

 

$

2,660.7

 

 

$

1,160.8

 

Letters of credit

 

 

167.1

 

 

 

160.4

 

Excess availability, net of lenders’ reserves of $97.3 and $96.3

 

 

2,172.2

 

 

 

2,678.8

 

Average interest rate, excluding impact of interest rate swaps

 

 

6.05

%

 

 

6.79

%

 

 

The ABL Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if Alternate Availability (as defined in the ABL Facility) falls below the greater of (i) $375.0 million and (ii) 10% of the lessor of the borrowing base and the sum of (a) the aggregate commitments plus (b) any outstanding term loans for five consecutive business days. The ABL Facility also contains customary restrictive covenants that include, but are not limited to, restrictions on the loan parties' and their subsidiaries’ abilities to incur additional indebtedness, pay dividends, create liens, make investments, make prepayments, redemptions, or defeasances prior to the maturity of certain restricted debt and dispose of assets. The ABL Facility provides for customary events of default, including payment defaults and cross-defaults on other material indebtedness. If an event of default occurs and is continuing, amounts due under the ABL Facility may be accelerated and the rights and remedies of the lenders may be exercised, including rights with respect to the collateral securing the obligations under such agreement.

Senior Notes due 2032

On September 12, 2024, Performance Food Group, Inc. issued and sold $1.0 billion aggregate principal amount of its 6.125% Senior Notes due 2032 (the “Notes due 2032”). The Notes due 2032 are jointly and severally guaranteed on a senior unsecured basis by PFGC and all domestic direct and indirect wholly-owned subsidiaries of PFGC (other than captive insurance subsidiaries and other excluded subsidiaries). The Notes due 2032 are not guaranteed by the Company.

The Company intended to use the proceeds from the Notes due 2032, together with borrowings under the ABL Facility, to finance the cash consideration in connection with the acquisition of Cheney Brothers and to pay the fees, expenses, and other transaction costs incurred in connection with the Notes due 2032. However, since there was no requirement to hold the funds in escrow until the Cheney Brothers Acquisition closed, the net proceeds for the Notes due 2032 were initially used to pay down a portion of the outstanding balance of the ABL Facility. The Company subsequently funded the cash consideration for the Cheney Brothers Acquisition with borrowings under the ABL Facility.

The Notes due 2032 were issued at 100.0% of their par value. The Notes due 2032 mature on September 15, 2032, and bear interest at a rate of 6.125% per year, payable semi-annually in arrears.

Upon the occurrence of a change of control triggering event or upon the sale of certain assets in which Performance Food Group, Inc. does not apply the proceeds as required, the holders of the Notes due 2032 will have the right to require Performance Food Group, Inc. to repurchase each holder’s Notes due 2032 at a price equal to 101% (in the case of a change of control triggering event) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest. Performance Food Group, Inc. may redeem all or a part of the Notes due 2032 at any time prior to September 15, 2027, at a redemption price equal to 100% of the principal amount of the Notes due 2032 being redeemed plus a make-whole premium and accrued and unpaid interest. In addition, beginning on September 15, 2027, Performance Food Group, Inc. may redeem all or a part of the Notes due 2032 at a redemption price equal to 103.063% of the principal amount redeemed, plus accrued and unpaid interest. The redemption price decreases to 101.531% and 100% of the principal amount redeemed on September 15, 2028, and September 15, 2029, respectively. In addition, at any time prior to September 15, 2027, Performance Food Group, Inc. may redeem up to 40% of the Notes due 2032 from the proceeds of certain equity offerings at a redemption price equal to 106.125% of the principal amount thereof, plus accrued and unpaid interest.

The indenture governing the Notes due 2032 contains covenants limiting, among other things, PFGC’s and its restricted subsidiaries’ ability to incur or guarantee additional debt or issue disqualified stock or preferred stock; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; incur certain liens; enter into transactions with affiliates; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; create certain restrictions on the ability of PFGC’s restricted subsidiaries to make dividends or other payments to PFGC; designate restricted subsidiaries as unrestricted subsidiaries; and transfer or sell certain assets. These covenants are subject to a number of important exceptions and qualifications. The Notes due 2032 also contain customary events of default, the occurrence of which could result in the principal of and accrued interest on the Notes due 2032 to become or be declared due and payable.

The ABL Facility and the indentures governing the Company’s outstanding notes contain customary restrictive covenants under which all of the net assets of PFGC and its subsidiaries were restricted from distribution to Performance Food Group Company, except for approximately $1,428.4 million of restricted payment capacity available under such debt agreements, as of December 28, 2024. Such minimum estimated restricted payment capacity is calculated based on the most restrictive of our debt agreements and may fluctuate from period to period, which fluctuations may be material. Our restricted payment capacity under other debt instruments to which the Company is subject may be materially higher than the foregoing estimate.
v3.25.0.1
Leases
 6 Months Ended
Dec. 28, 2024
Leases [Abstract]  
Leases

7. Leases

The Company determines if an arrangement is a lease at inception and recognizes a financing or operating lease liability and right-of-use asset in the Company’s consolidated balance sheet. Right-of-use assets and lease liabilities for both operating and finance leases are recognized based on present value of lease payments over the lease term at commencement date. When the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at

commencement date to determine the present value of lease payments. This rate was determined by using the yield curve based on the Company’s credit rating adjusted for the Company’s specific debt profile and secured debt risk. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The lease expenses for these short-term leases are recognized on a straight-line basis over the lease term. The Company has several lease agreements that contain lease and non-lease components, such as maintenance, taxes, and insurance, which are accounted for separately. The difference between the operating lease right-of-use assets and operating lease liabilities primarily relates to adjustments for deferred rent, favorable leases, and prepaid rent.

Subsidiaries of the Company have entered into numerous operating and finance leases for various warehouses, office facilities, equipment, tractors, and trailers. Our leases have remaining lease terms of 1 year to 25 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year. Certain full-service fleet lease agreements include variable lease payments associated with usage, which are recorded and paid as incurred. When calculating lease liabilities, lease terms will include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Certain of the leases for tractors, trailers, and other vehicles and equipment provide for residual value guarantees to the lessors. Circumstances that would require the subsidiary to perform under the guarantees include either (1) default on the leases with the leased assets being sold for less than the specified residual values in the lease agreements, or (2) decisions not to purchase the assets at the end of the lease terms combined with the sale of the assets, with sales proceeds less than the residual value of the leased assets specified in the lease agreements. Residual value guarantees under these operating lease agreements typically range between 6% and 20% of the value of the leased assets at inception of the lease. These leases have original terms ranging from 5 to 10 years and are set to expire at various dates ranging from 2025 to 2032. As of December 28, 2024, the undiscounted maximum amount of potential future payments for lease residual value guarantees totaled approximately $8.6 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 December 28, 2024 and June 29, 2024 (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
December 28, 2024

 

 

As of
June 29, 2024

 

Assets:

 

 

 

 

 

 

 

 

Operating

 

Operating lease right-of-use assets

 

$

943.8

 

 

$

875.5

 

Finance

 

Property, plant and equipment, net

 

 

1,178.9

 

 

 

868.8

 

Total lease assets

 

 

 

$

2,122.7

 

 

$

1,744.3

 

Liabilities:

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

Operating

 

Operating lease obligations—current installments

 

$

105.4

 

 

$

108.2

 

Finance

 

Finance lease obligations—current installments

 

 

195.1

 

 

 

147.2

 

Non-current

 

 

 

 

 

 

 

 

Operating

 

Operating lease obligations, excluding current installments

 

 

902.9

 

 

 

819.3

 

Finance

 

Finance lease obligations, excluding current installments

 

 

966.3

 

 

 

703.2

 

Total lease liabilities

 

 

 

$

2,169.7

 

 

$

1,777.9

 

 

 

 

 

 

 

 

 

 

Weighted average remaining lease term

 

 

 

 

 

 

 

 

Operating leases

 

 

 

10.8 years

 

 

10.7 years

 

Finance leases

 

 

 

6.4 years

 

 

6.0 years

 

Weighted average discount rate

 

 

 

 

 

 

 

 

Operating leases

 

 

 

 

5.5

%

 

 

5.4

%

Finance leases

 

 

 

 

5.4

%

 

 

5.1

%

 

The following table presents the location of lease costs in the Company’s consolidated statement of operations for the periods reported (in millions):

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

Lease Cost

 

Statement of Operations Location

 

December 28, 2024

 

 

December 30, 2023

 

 

December 28, 2024

 

 

December 30, 2023

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of finance lease assets

 

Operating expenses

 

$

45.5

 

 

$

27.8

 

 

$

82.6

 

 

$

53.8

 

Interest on lease liabilities

 

Interest expense

 

 

14.8

 

 

 

7.6

 

 

 

26.7

 

 

 

14.5

 

Total finance lease cost

 

 

 

$

60.3

 

 

$

35.4

 

 

$

109.3

 

 

$

68.3

 

Operating lease cost

 

Operating expenses

 

 

43.7

 

 

 

41.8

 

 

 

85.8

 

 

 

80.3

 

Short-term lease cost

 

Operating expenses

 

 

13.1

 

 

 

16.5

 

 

 

25.9

 

 

 

32.8

 

Total lease cost

 

 

 

$

117.1

 

 

$

93.7

 

 

$

221.0

 

 

$

181.4

 

The following table presents the supplemental cash flow information related to leases for the periods reported (in millions):

 

 

Six Months Ended

 

(In millions)

 

December 28, 2024

 

 

December 30, 2023

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

Operating cash flows from operating leases

 

$

77.7

 

 

$

71.9

 

Operating cash flows from finance leases

 

 

26.7

 

 

 

14.5

 

Financing cash flows from finance leases

 

 

84.8

 

 

 

56.5

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

 

Operating leases

 

 

129.7

 

 

 

190.2

 

Finance leases

 

 

299.8

 

 

 

151.6

 

The following table presents the future minimum lease payments under non-cancelable leases as of December 28, 2024 (in millions):

Fiscal Year

 

Operating Leases

 

 

Finance Leases

 

2025

 

$

80.7

 

 

$

127.4

 

2026

 

 

152.6

 

 

 

248.9

 

2027

 

 

145.2

 

 

 

232.0

 

2028

 

 

133.7

 

 

 

202.9

 

2029

 

 

118.1

 

 

 

178.4

 

Thereafter

 

 

771.5

 

 

 

401.4

 

Total future minimum lease payments

 

$

1,401.8

 

 

$

1,391.0

 

Less: Interest

 

 

393.5

 

 

 

229.6

 

Present value of future minimum lease payments

 

$

1,008.3

 

 

$

1,161.4

 

As of December 28, 2024, the Company had additional operating and finance leases that had not yet commenced, which total $803.7 million in future minimum lease payments. These leases relate primarily to build-to-suit warehouse leases that will replace existing distribution centers and will commence upon building completion with terms of 25 years. In addition, these leases include vehicle leases expected to commence in fiscal 2025 with lease terms of 5 to 10 years.
v3.25.0.1
Fair Value of Financial Instruments
 6 Months Ended
Dec. 28, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

8. Fair Value of Financial Instruments

The carrying values of cash, accounts receivable, outstanding checks in excess of deposits, trade accounts payable, and accrued expenses approximate their fair values because of the relatively short maturities of those instruments. The derivative assets and liabilities are recorded at fair value on the balance sheet. The fair value of long-term debt, which has a carrying value of $5,691.2 million and $3,198.5 million, is $5,638.7 million and $3,104.5 million at December 28, 2024 and June 29, 2024, respectively, and is determined by reviewing current market pricing related to comparable debt issued at the time of the balance sheet date, and is considered a Level 2 measurement.
v3.25.0.1
Income Taxes
 6 Months Ended
Dec. 28, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

9. Income Taxes

The determination of the Company’s overall effective tax rate requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. The effective tax rate reflects the income earned and taxed in various federal, state,

and foreign jurisdictions. Tax law changes, increases and decreases in temporary and permanent differences between book and tax items, tax credits, and the Company’s change in income in each jurisdiction all affect the overall effective tax rate. It is the Company’s practice to recognize interest and penalties related to uncertain tax positions in income tax expense.

The Company’s effective tax rate was 25.2% for the three months ended December 28, 2024 and 29.9% for the three months ended December 30, 2023. The Company’s effective tax rate was 26.1% for the six months ended December 28, 2024 and 27.6% for the six months ended December 30, 2023. The effective tax rate varies from the 21% statutory rate primarily due to state taxes, federal credits, and other permanent items. The excess tax benefit of exercised and vested stock awards is treated as a discrete item. The effective tax rate for the three and six months ended December 28, 2024 differed from the prior year periods primarily due to an increase in deductible discrete items related to stock-based compensation, a decrease in state and foreign taxes, and an increase in federal credits, partially offset by an increase in non-deductible expenses.

As of December 28, 2024 and June 29, 2024, the Company had net deferred tax assets of $214.0 million and $196.1 million, respectively, and deferred tax liabilities of $1,055.9 million and $694.0 million, respectively. As of December 28, 2024 and June 29, 2024, the Company had established a valuation allowance of $1.7 million, net of federal benefit, against deferred tax assets related to certain net operating losses and certain other losses which are not likely to be realized due to limitations on utilization. The change in the deferred tax balances relates primarily to deferred taxes established in purchase accounting. The Company believes that it is more likely than not that the remaining deferred tax assets will be realized.

On October 8, 2021, the Organization for Economic Co-operation and Development (“OECD”) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (“Framework”), which provides for a two-pillar solution to address tax challenges arising from the digitalization of the economy (“Pillar Two”). Pillar Two includes an agreement on international tax reform, including rules to ensure that large corporations pay a minimum rate of corporate income tax. To mitigate the administrative burden in complying with the new rules during the initial years of implementation, the OECD developed the temporary “Transitional Country-by-Country Safe Harbor” (“Safe Harbor”). This transitional Safe Harbor applies for fiscal years beginning on or before December 31, 2026, but not including a fiscal year that ends after June 30, 2028. Under the Safe Harbor, the top-up tax for such jurisdiction is deemed to be zero, provided that at least one of the Safe Harbor tests is met for the jurisdiction. The Company is not subject to Pillar Two minimum tax in the first twenty-six weeks of fiscal 2025 under the Safe Harbor rules. Pillar Two minimum tax will be treated as a period cost in future periods when it is applicable. We are continuing to evaluate the potential impact to the second half of fiscal 2025 and future periods of the Framework pending legislative adoption by individual countries.
v3.25.0.1
Commitments and Contingencies
 6 Months Ended
Dec. 28, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

10. Commitments and Contingencies

Purchase Obligations

The Company had outstanding contracts and purchase orders of $269.8 million related to capital projects and services including purchases of compressed natural gas for its trucking fleet at December 28, 2024. Amounts due under these contracts were not included on the Company’s consolidated balance sheet as of December 28, 2024.

Guarantees

The Company from time to time enters into certain types of contracts that contingently require it to indemnify various parties against claims from third parties. These contracts primarily relate to: (i) certain real estate leases under which subsidiaries of the Company may be required to indemnify property owners for environmental and other liabilities and other claims arising from their use of the applicable premises; (ii) certain agreements with the Company’s officers, directors, and employees under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationship; and (iii) customer agreements under which the Company may be required to indemnify customers for certain claims brought against them with respect to the supplied products. Generally, a maximum obligation under these contracts is not explicitly stated. Because the obligated amounts associated with these types of agreements are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, the Company has not been required to make payments under these obligations and, therefore, no liabilities have been recorded for these obligations in the Company’s consolidated balance sheets.

Litigation

The Company is engaged in various legal proceedings that have arisen but have not been fully adjudicated. The likelihood of loss arising from these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable. When losses are probable and reasonably estimable, they have been accrued. Based on estimates of the range of potential losses associated with these matters, management does not believe that the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the Company. However, the final results of legal proceedings cannot be predicted with certainty and, if the Company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the Company’s current estimates of the range of potential losses, the Company’s consolidated financial position or results of operations could be materially adversely affected in future periods.

JUUL Labs, Inc. Marketing Sales Practices, and Products Liability Litigation. In October 2019, a Multidistrict Litigation action (“MDL”) was initiated in order to centralize litigation against JUUL Labs, Inc. (“JUUL”) and other parties in connection with JUUL’s e-cigarettes and related devices and components in the United States District Court for the Northern District of California. On March 11, 2020, counsel for plaintiffs and the Plaintiffs’ Steering Committee filed a Master Complaint in the MDL (“Master Complaint”) naming, among several other entities and individuals including JUUL, Altria Group, Inc., Philip Morris USA, Inc., Altria Client Services LLC, Altria Group Distribution Company, Altria Enterprises LLC, certain members of management and/or individual investors in JUUL, various e-liquid manufacturers, and various retailers, including the Company’s subsidiaries Eby-Brown Company LLC (“Eby-Brown”) and Core-Mark Holding Company, Inc. (“Core-Mark”), as defendants. The Master Complaint also named additional distributors of JUUL products (collectively with Eby-Brown and Core-Mark, the “Distributor Defendants”). The Master Complaint contains various state law claims and alleges that the Distributor Defendants: (i) failed to disclose JUUL’s nicotine contents or the risks associated; (ii) pushed a product designed for a youth market; (iii) engaged with JUUL in planning and marketing its product in a manner designed to maximize the flow of JUUL products; (iv) met with JUUL management in San Francisco, California to further these business dealings; and (v) received incentives and business development funds for marketing and efficient sales. JUUL and Eby-Brown are parties to a Domestic Wholesale Distribution Agreement dated March 10, 2020 (the “Distribution Agreement”), and JUUL has agreed to defend and indemnify Eby-Brown under the terms of that agreement and is paying Eby-Brown’s outside counsel fees directly. In addition, Core-Mark and JUUL have entered into a Defense and Indemnity Agreement dated March 8, 2021 (the “Defense Agreement”) pursuant to which JUUL has agreed to defend and indemnify Core-Mark, and JUUL is paying Core-Mark’s outside counsel fees directly.

On December 6, 2022, JUUL announced that it had reached settlements with the plaintiffs in the MDL and related cases that had been consolidated in the U.S. District Court for Northern District of California (the “MDL Settlement”). Per the settlement agreement, the MDL Settlement encompasses the various personal injury, consumer class action, government entity, and Native American tribe claims made against JUUL and includes, among others, all of the Distributor Defendants (including Core-Mark and Eby-Brown) as released parties. The release applicable to the Distributor Defendants, as well as certain other defendants, took effect when JUUL made the first settlement payment on October 27, 2023. The MDL Settlement Master informed the parties that there are ten plaintiffs who opted out of the MDL Settlement; however, those opt-out plaintiffs have amended their individual complaints and have removed Eby-Brown and Core-Mark as defendants in their individual cases.

On September 10, 2021, Michael Lumpkins filed a parallel lawsuit in Illinois state court against several entities, including JUUL, e-liquid manufacturers, various retailers, and various distributors, including Eby-Brown and Core-Mark, alleging similar claims to the claims at issue in the MDL (the “Illinois Litigation”). Because there is no federal jurisdiction for this case, it will proceed in Illinois state court. Plaintiff alleges as damages that his use of JUUL products caused a brain injury that was later exacerbated by medical negligence. The court denied Eby-Brown and Core-Mark’s motion to dismiss, and the case has moved into the discovery phase. The trial date has been set for August 1, 2025. The defense and indemnity of Eby-Brown and Core-Mark for the Illinois Litigation is covered by the Distribution Agreement and the Defense Agreement, respectively. The Company will continue to vigorously defend itself.

On June 23, 2022, the U.S. Food and Drug Administration (“FDA”) announced it had issued marketing denial orders (“MDOs”) to JUUL for all of its products currently marketed and sold in the U.S. According to the FDA, the MDOs banned the distribution and sale of all JUUL products domestically. That same day, JUUL filed a petition for review of the MDOs with the United States Court of Appeals for the D.C. Circuit. On June 24, 2022, the court of appeals stayed the MDOs and issued a briefing schedule in the case. Thereafter, JUUL informed the FDA that per applicable regulations it would submit a request for supervisory review of the MDOs to the FDA. In response, the FDA notified JUUL that upon further review of the briefing JUUL made to the court of appeals, the FDA determined there are scientific issues unique to JUUL’s Pre-Market Tobacco Application (“PMTA”) that warrant additional review. Accordingly, the FDA entered an administrative stay of the MDOs. If the FDA ultimately decides to maintain or re-issue the MDOs, the administrative stay will remain in place for an additional thirty days to provide JUUL the opportunity to seek further judicial relief. JUUL and the FDA filed a joint motion with the court of appeals to hold the petition for review in abeyance on July 6, 2022, which the court of appeals granted on July 7, 2022.

At this time, the Company is unable to predict whether the FDA will approve JUUL’s PMTA or re-issue the MDOs, nor is the Company able to estimate any potential loss or range of loss in the event of an adverse finding against JUUL in any case that falls outside of the MDL Settlement.

Tax Liabilities

The Company is subject to customary audits by authorities in the jurisdictions where it conducts business in the United States and foreign countries, which may result in assessments of additional taxes. These additional taxes are accrued when probable and reasonably estimable.
v3.25.0.1
Related-Party Transactions
 6 Months Ended
Dec. 28, 2024
Related Party Transactions [Abstract]  
Related-Party Transactions

11. Related-Party Transactions

The Company participates in, and has an equity method investment in, a purchasing alliance that was formed to obtain better pricing, to expand product options, to reduce internal costs, and to achieve greater inventory turnover. The Company’s investment in the purchasing alliance was $13.9 million as of December 28, 2024 and $11.8 million as of June 29, 2024. For the three-month periods ended December 28, 2024 and December 30, 2023, the Company recorded purchases of $586.3 million and $521.1 million, respectively, through the purchasing alliance. For the six-month periods ended December 28, 2024 and December 30, 2023, the Company recorded purchases of $1,187.4 million and $1,070.6 million, respectively, through the purchasing alliance.
v3.25.0.1
Earnings Per Common Share
 6 Months Ended
Dec. 28, 2024
Earnings Per Share [Abstract]  
Earnings Per Common Share

12. Earnings Per Common Share

Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is calculated using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. The Company’s potential common shares include outstanding stock-based compensation awards and expected issuable shares under the employee stock purchase plan. In computing diluted earnings per common share, the average closing stock price for the period is used in determining the number of shares assumed to be purchased with the assumed proceeds under the treasury stock method. No potential common shares were considered antidilutive for the three and six months ended December 28, 2024 and December 30, 2023.

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
December 28, 2024

 

 

Three Months Ended
December 30, 2023

 

 

Six Months Ended
December 28, 2024

 

 

Six Months Ended
December 30, 2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

42.4

 

 

$

78.3

 

 

$

150.4

 

 

$

199.0

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

154.6

 

 

 

154.2

 

 

 

154.6

 

 

 

154.5

 

Dilutive effect of potential common shares

 

 

1.7

 

 

 

1.5

 

 

 

1.7

 

 

 

1.7

 

Weighted-average dilutive common shares outstanding

 

 

156.3

 

 

 

155.7

 

 

 

156.3

 

 

 

156.2

 

Basic earnings per common share

 

$

0.27

 

 

$

0.51

 

 

$

0.97

 

 

$

1.29

 

Diluted earnings per common share

 

$

0.27

 

 

$

0.50

 

 

$

0.96

 

 

$

1.27

 
v3.25.0.1
Segment Information
 6 Months Ended
Dec. 28, 2024
Segment Reporting [Abstract]  
Segment Information

13. Segment Information

Based on the Company’s organizational structure and how the Company’s management reviews operating results and makes decisions about resource allocation, the Company has three reportable segments: Foodservice, Vistar, and Convenience.

The 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 and other institutions such as schools, healthcare facilities, business and industry locations, and retail establishments. Our Chain customers are multi-unit restaurants with five or more locations and include some of the most recognizable family and casual dining restaurant chains. Our Vistar segment specializes in distributing candy, snacks, beverages, and other items nationally to vending, office coffee service, theater, retail, hospitality, and other channels. Our Convenience segment distributes candy, snacks, beverages, cigarettes, other tobacco products, food and foodservice related products, and other items to convenience stores across North America.

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. Corporate & All Other may also include capital expenditures for certain information technology projects that are transferred to the segments once placed in service.

Intersegment sales represent sales between the segments, which are eliminated in consolidation.

Management evaluates the performance of each operating segment based on various operating and financial metrics, including total sales and Segment Adjusted EBITDA, which is the Company’s GAAP measure of segment profit. Segment Adjusted EBITDA is defined as net income before interest expense, interest income, income taxes, depreciation, and amortization and excludes certain items that the Company does not consider part of its segments’ core operating results, including stock-based compensation expense, changes in the last-in-first-out (“LIFO”) reserve, acquisition, integration and reorganization expenses, and gains and losses related to fuel derivatives.

(In millions)

 

Foodservice

 

 

Vistar

 

 

Convenience

 

 

Corporate
& All Other

 

 

Eliminations

 

 

Consolidated

 

For the three months ended December 28, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

8,361.6

 

 

$

1,233.7

 

 

$

5,967.5

 

 

$

75.4

 

 

$

—

 

 

$

15,638.2

 

Inter-segment sales

 

 

6.7

 

 

 

0.9

 

 

 

—

 

 

 

164.8

 

 

 

(172.4

)

 

 

—

 

Total sales

 

 

8,368.3

 

 

 

1,234.6

 

 

 

5,967.5

 

 

 

240.2

 

 

 

(172.4

)

 

 

15,638.2

 

Depreciation and amortization

 

 

115.6

 

 

 

13.3

 

 

 

39.0

 

 

 

14.6

 

 

 

—

 

 

 

182.5

 

Capital expenditures

 

 

89.2

 

 

 

5.2

 

 

 

5.2

 

 

 

7.8

 

 

 

—

 

 

 

107.4

 

For the three months ended December 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

7,073.6

 

 

$

1,201.0

 

 

$

5,941.4

 

 

$

79.7

 

 

$

—

 

 

$

14,295.7

 

Inter-segment sales

 

 

5.7

 

 

 

0.9

 

 

 

—

 

 

 

148.0

 

 

 

(154.6

)

 

 

—

 

Total sales

 

 

7,079.3

 

 

 

1,201.9

 

 

 

5,941.4

 

 

 

227.7

 

 

 

(154.6

)

 

 

14,295.7

 

Depreciation and amortization

 

 

72.7

 

 

 

12.8

 

 

 

37.2

 

 

 

20.6

 

 

 

—

 

 

 

143.3

 

Capital expenditures

 

 

61.6

 

 

 

15.2

 

 

 

7.9

 

 

 

9.2

 

 

 

—

 

 

 

93.9

 

 

(In millions)

 

Foodservice

 

 

Vistar

 

 

Convenience

 

 

Corporate
& All Other

 

 

Eliminations

 

 

Consolidated

 

For the Six Months Ended December 28, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

16,046.6

 

 

$

2,518.4

 

 

$

12,330.9

 

 

$

157.8

 

 

$

—

 

 

$

31,053.7

 

Inter-segment sales

 

 

13.8

 

 

 

1.9

 

 

 

0.3

 

 

 

338.5

 

 

 

(354.5

)

 

 

—

 

Total sales

 

 

16,060.4

 

 

 

2,520.3

 

 

 

12,331.2

 

 

 

496.3

 

 

 

(354.5

)

 

 

31,053.7

 

Depreciation and amortization

 

 

200.6

 

 

 

27.7

 

 

 

77.6

 

 

 

29.5

 

 

 

—

 

 

 

335.4

 

Capital expenditures

 

 

166.5

 

 

 

11.2

 

 

 

15.6

 

 

 

10.6

 

 

 

—

 

 

 

203.9

 

For the Six Months Ended December 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

14,345.3

 

 

$

2,450.6

 

 

$

12,278.4

 

 

$

160.0

 

 

$

—

 

 

$

29,234.3

 

Inter-segment sales

 

 

11.0

 

 

 

1.7

 

 

 

—

 

 

 

308.1

 

 

 

(320.8

)

 

 

—

 

Total sales

 

 

14,356.3

 

 

 

2,452.3

 

 

 

12,278.4

 

 

 

468.1

 

 

 

(320.8

)

 

 

29,234.3

 

Depreciation and amortization

 

 

143.3

 

 

 

23.2

 

 

 

74.9

 

 

 

31.2

 

 

 

—

 

 

 

272.6

 

Capital expenditures

 

 

92.6

 

 

 

18.6

 

 

 

11.9

 

 

 

24.0

 

 

 

—

 

 

 

147.1

 

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

December 28, 2024

 

 

December 30, 2023

 

 

December 28, 2024

 

 

December 30, 2023

 

 

Foodservice Adjusted EBITDA

 

$

289.9

 

 

$

224.1

 

 

$

569.9

 

 

$

470.1

 

 

Vistar Adjusted EBITDA

 

 

93.9

 

 

 

93.6

 

 

 

177.1

 

 

 

182.2

 

 

Convenience Adjusted EBITDA

 

 

107.3

 

 

 

83.5

 

 

 

212.6

 

 

 

178.2

 

 

Corporate & All Other Adjusted EBITDA

 

 

(68.1

)

 

 

(55.8

)

 

 

(124.7

)

 

 

(101.3

)

 

Depreciation and amortization

 

 

(182.5

)

 

 

(143.3

)

 

 

(335.4

)

 

 

(272.6

)

 

Interest expense

 

 

(100.2

)

 

 

(61.4

)

 

 

(167.0

)

 

 

(117.5

)

 

Change in LIFO reserve

 

 

(17.8

)

 

 

(21.8

)

 

 

(30.5

)

 

 

(41.0

)

 

Stock-based compensation expense

 

 

(11.7

)

 

 

(11.0

)

 

 

(23.0

)

 

 

(21.7

)

 

Gain (loss) on fuel derivatives

 

 

0.8

 

 

 

(1.8

)

 

 

(0.6

)

 

 

1.7

 

 

Acquisition, integration & reorganization expenses

 

 

(51.3

)

 

 

(3.9

)

 

 

(70.4

)

 

 

(13.7

)

 

Other adjustments (1)

 

 

(3.6

)

 

 

9.5

 

 

 

(4.4

)

 

 

10.6

 

 

Income before taxes

 

$

56.7

 

 

$

111.7

 

 

$

203.6

 

 

$

275.0

 

 
(1)
Other adjustments include asset impairments, gains and losses on disposal of fixed assets, amounts related to favorable and unfavorable leases, foreign currency transaction gains and losses, and franchise tax expense.

 

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

(In millions)

 

As of
December 28, 2024

 

 

As of
June 29, 2024

 

Foodservice

 

$

10,543.7

 

 

$

6,996.8

 

Vistar

 

 

1,566.5

 

 

 

1,519.1

 

Convenience

 

 

4,182.2

 

 

 

4,080.9

 

Corporate & All Other

 

 

804.6

 

 

 

796.1

 

Total assets

 

$

17,097.0

 

 

$

13,392.9

 
v3.25.0.1
Summary of Significant Accounting Policies and Estimates (Policies)
 6 Months Ended
Dec. 28, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The consolidated financial statements have been prepared by the Company, without audit, with the exception of the June 29, 2024 consolidated balance sheet, which was derived from the audited consolidated financial statements included in the Form 10-K. The financial statements include consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of shareholders’ equity, and consolidated statements of cash flows. Certain prior period amounts have been reclassified to conform to current period presentation. In the opinion of management, all adjustments, which consist of normal recurring adjustments, except as otherwise disclosed, necessary to present fairly the financial position, results of operations, comprehensive income, shareholders’ equity, and cash flows for all periods presented have been made.

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 and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The most significant estimates used by management are related to the accounting for the allowance for doubtful accounts, reserve for inventories, impairment testing of goodwill and other intangible assets, acquisition accounting, reserves for claims and recoveries under insurance programs, vendor rebates and other promotional incentives, bonus accruals, depreciation, amortization, determination of useful lives of tangible and intangible assets, leases, and income taxes. Actual results could differ from these estimates.

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

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The update expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. It further requires disclosure of the amount and description of its composition for other segment items, and interim disclosures of both a reportable segment’s profit or loss and assets. The guidance requires disclosure of the title and position of the chief operating decision maker and how reported measures of segment profit or loss are used to assess performance and allocate resources. This pronouncement is effective for annual periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024, with early adoption permitted. The amendments in this update will be adopted for the fiscal year ending June 28, 2025 (“fiscal 2025”), with annual reporting requirements effective for our fiscal 2025 Annual Report on Form 10-K and interim reporting requirements effective for our Quarterly Reports on Forms 10-Q within the fiscal year ending June 27, 2026 (“fiscal 2026”). The amendments in this update should be applied retrospectively to each period presented in the consolidated financial statements. The provisions of the new standard will not impact the Company’s results of operations, financial position, or cash flows but will require the Company to expand its current segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The update expands public entities’ income tax disclosure requirements primarily by requiring disaggregation of specific categories and reconciling items that meet a quantitative threshold within the rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction. This pronouncement is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company will adopt the new standard in fiscal 2026. The amendments in this update should be applied on a prospective basis, with retrospective application permitted. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement--Reporting Comprehensive Income--Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The update improves the disclosures about a public entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. In January 2025, the FASB released ASU 2025-01 to clarify ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The amendments in this update will be adopted for the fiscal year ending July 1, 2028 (“fiscal 2028”), with annual reporting requirements effective for our fiscal 2028 Annual Report on Form 10-K and interim reporting requirements effective for our Quarterly Reports on Forms 10-Q within the fiscal year ending June 30, 2029. The amendments in this update should be applied prospectively, however, retrospective application is permitted. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements.
Revenue Recognition Revenue Recognition

The Company markets and distributes primarily national and Company-branded food and food-related products to customer locations across North America. The Foodservice segment primarily services restaurants and supplies a “broad line” of products to its customers, including the Company’s Performance Brands and custom-cut meats and seafood, as well as products that are specific to each customer’s menu requirements. Vistar specializes in distributing candy, snacks, beverages, and other items nationally to vending, office coffee service, theater, retail, hospitality, and other channels. The Convenience segment distributes candy, snacks, beverages, cigarettes, other tobacco products, food and foodservice related products, and other items to convenience stores across North America. The Company disaggregates revenue by customer type and product offerings and determined that disaggregating revenue at the segment level achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 13. 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 not related to financing the customer’s business, nor are they associated with any distinct good or service to be received from the customer. These incentive payments are capitalized and amortized over the life of the contract or the expected life of the customer relationship on a straight-line basis. The Company’s contract asset for these incentives totaled $54.4 million and $55.4 million as of December 28, 2024 and June 29, 2024, respectively.
v3.25.0.1
Business Combinations (Tables)
 6 Months Ended
Dec. 28, 2024
Summary of Purchase Price Allocation of Major Class of Assets Acquired and Liabilities Assumed The following table summarizes the preliminary purchase price allocation for each major class of assets acquired and liabilities assumed for the two acquisitions in the first six months of fiscal 2025:

(In millions)

 

Cheney Brothers

 

 

Other

 

 

Fiscal 2025

 

Net working capital

 

$

247.2

 

 

$

37.4

 

 

$

284.6

 

Goodwill

 

 

691.9

 

 

 

302.3

 

 

 

994.2

 

Intangible assets with definite lives:

 

 

 

 

 

 

 

 

-

 

Customer relationships

 

 

485.0

 

 

 

230.0

 

 

 

715.0

 

Trade names

 

 

165.0

 

 

 

75.0

 

 

 

240.0

 

Property, plant and equipment

 

 

725.0

 

 

 

57.3

 

 

 

782.3

 

Operating lease right-of-use assets

 

 

6.3

 

 

 

-

 

 

 

6.3

 

Other assets

 

 

10.5

 

 

 

0.2

 

 

 

10.7

 

Deferred tax liabilities

 

 

(240.8

)

 

 

(127.6

)

 

 

(368.4

)

Finance lease obligations

 

 

(95.7

)

 

 

(0.3

)

 

 

(96.0

)

Operating lease obligations

 

 

(6.3

)

 

 

-

 

 

 

(6.3

)

Other long-term liabilities

 

 

(26.9

)

 

 

-

 

 

 

(26.9

)

Total purchase price

 

$

1,961.2

 

 

$

574.3

 

 

$

2,535.5

 
Summary of Unaudited Pro-Forma Consolidated Financial Information

The following table summarizes the unaudited pro-forma consolidated financial information of the Company as if the acquisition had occurred on July 2, 2023:

 

 

Three Months Ended

 

 

Six Months Ended

 

(in millions)

 

December 28, 2024

 

 

December 30, 2023

 

 

December 28, 2024

 

 

December 30, 2023

 

Net sales

 

$

15,716.4

 

 

$

15,102.2

 

 

$

31,945.5

 

 

$

30,782.2

 

Net income

 

 

74.1

 

 

 

59.7

 

 

 

169.0

 

 

 

91.1

 
v3.25.0.1
Debt (Tables)
 6 Months Ended
Dec. 28, 2024
Schedule of Debt

Debt consisted of the following:

 

 

 

 

 

 

 

(In millions)

 

As of December 28, 2024

 

 

As of June 29, 2024

 

Credit Agreement

 

$

2,660.7

 

 

$

1,160.8

 

5.500% Notes due 2027, effective interest rate 5.930%

 

 

1,060.0

 

 

 

1,060.0

 

4.250% Notes due 2029, effective interest rate 4.439%

 

 

1,000.0

 

 

1,000.0

 

6.125% Notes due 2032, effective interest rate 6.287%

 

 

1,000.0

 

 

 

-

 

Less: Original issue discount and deferred financing costs

 

 

(29.5

)

 

(22.3

)

Long-term debt

 

 

5,691.2

 

 

3,198.5

 

Less: current installments

 

 

-

 

 

-

 

Total debt, excluding current installments

 

$

5,691.2

 

 

$

3,198.5

 
ABL Facility [Member]  
Summary of Outstanding Borrowings, Availability, and Average Interest Rate under ABL Facility

The following table summarizes outstanding borrowings, availability, and the average interest rate under the Company’s credit agreement:

(Dollars in millions)

 

As of December 28, 2024

 

 

As of June 29, 2024

 

Aggregate borrowings

 

$

2,660.7

 

 

$

1,160.8

 

Letters of credit

 

 

167.1

 

 

 

160.4

 

Excess availability, net of lenders’ reserves of $97.3 and $96.3

 

 

2,172.2

 

 

 

2,678.8

 

Average interest rate, excluding impact of interest rate swaps

 

 

6.05

%

 

 

6.79

%
v3.25.0.1
Leases (Tables)
 6 Months Ended
Dec. 28, 2024
Leases [Abstract]  
Summary of Right-of-Use Assets and Lease Liabilities in Consolidated Balance Sheet

The following table presents the location of the right-of-use assets and lease liabilities in the Company’s consolidated balance sheet as of December 28, 2024 and June 29, 2024 (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
December 28, 2024

 

 

As of
June 29, 2024

 

Assets:

 

 

 

 

 

 

 

 

Operating

 

Operating lease right-of-use assets

 

$

943.8

 

 

$

875.5

 

Finance

 

Property, plant and equipment, net

 

 

1,178.9

 

 

 

868.8

 

Total lease assets

 

 

 

$

2,122.7

 

 

$

1,744.3

 

Liabilities:

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

Operating

 

Operating lease obligations—current installments

 

$

105.4

 

 

$

108.2

 

Finance

 

Finance lease obligations—current installments

 

 

195.1

 

 

 

147.2

 

Non-current

 

 

 

 

 

 

 

 

Operating

 

Operating lease obligations, excluding current installments

 

 

902.9

 

 

 

819.3

 

Finance

 

Finance lease obligations, excluding current installments

 

 

966.3

 

 

 

703.2

 

Total lease liabilities

 

 

 

$

2,169.7

 

 

$

1,777.9

 

 

 

 

 

 

 

 

 

 

Weighted average remaining lease term

 

 

 

 

 

 

 

 

Operating leases

 

 

 

10.8 years

 

 

10.7 years

 

Finance leases

 

 

 

6.4 years

 

 

6.0 years

 

Weighted average discount rate

 

 

 

 

 

 

 

 

Operating leases

 

 

 

 

5.5

%

 

 

5.4

%

Finance leases

 

 

 

 

5.4

%

 

 

5.1

%

 
Summary of Location of Lease Costs in Consolidated Statement of Operations

The following table presents the location of lease costs in the Company’s consolidated statement of operations for the periods reported (in millions):

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

Lease Cost

 

Statement of Operations Location

 

December 28, 2024

 

 

December 30, 2023

 

 

December 28, 2024

 

 

December 30, 2023

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of finance lease assets

 

Operating expenses

 

$

45.5

 

 

$

27.8

 

 

$

82.6

 

 

$

53.8

 

Interest on lease liabilities

 

Interest expense

 

 

14.8

 

 

 

7.6

 

 

 

26.7

 

 

 

14.5

 

Total finance lease cost

 

 

 

$

60.3

 

 

$

35.4

 

 

$

109.3

 

 

$

68.3

 

Operating lease cost

 

Operating expenses

 

 

43.7

 

 

 

41.8

 

 

 

85.8

 

 

 

80.3

 

Short-term lease cost

 

Operating expenses

 

 

13.1

 

 

 

16.5

 

 

 

25.9

 

 

 

32.8

 

Total lease cost

 

 

 

$

117.1

 

 

$

93.7

 

 

$

221.0

 

 

$

181.4

 
Summary of Supplemental Cash Flow Information Related to Leases

The following table presents the supplemental cash flow information related to leases for the periods reported (in millions):

 

 

Six Months Ended

 

(In millions)

 

December 28, 2024

 

 

December 30, 2023

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

Operating cash flows from operating leases

 

$

77.7

 

 

$

71.9

 

Operating cash flows from finance leases

 

 

26.7

 

 

 

14.5

 

Financing cash flows from finance leases

 

 

84.8

 

 

 

56.5

 

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

 

Operating leases

 

 

129.7

 

 

 

190.2

 

Finance leases

 

 

299.8

 

 

 

151.6

 
Summary of Future Minimum Lease Payments Under Non-Cancelable Leases

The following table presents the future minimum lease payments under non-cancelable leases as of December 28, 2024 (in millions):

Fiscal Year

 

Operating Leases

 

 

Finance Leases

 

2025

 

$

80.7

 

 

$

127.4

 

2026

 

 

152.6

 

 

 

248.9

 

2027

 

 

145.2

 

 

 

232.0

 

2028

 

 

133.7

 

 

 

202.9

 

2029

 

 

118.1

 

 

 

178.4

 

Thereafter

 

 

771.5

 

 

 

401.4

 

Total future minimum lease payments

 

$

1,401.8

 

 

$

1,391.0

 

Less: Interest

 

 

393.5

 

 

 

229.6

 

Present value of future minimum lease payments

 

$

1,008.3

 

 

$

1,161.4

 
v3.25.0.1
Earnings Per Common Share (Tables)
 6 Months Ended
Dec. 28, 2024
Earnings Per Share [Abstract]  
Schedule of Reconciliation of Numerators and Denominators for Basic and Diluted Earnings Per Common Share Computations

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
December 28, 2024

 

 

Three Months Ended
December 30, 2023

 

 

Six Months Ended
December 28, 2024

 

 

Six Months Ended
December 30, 2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

42.4

 

 

$

78.3

 

 

$

150.4

 

 

$

199.0

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding

 

 

154.6

 

 

 

154.2

 

 

 

154.6

 

 

 

154.5

 

Dilutive effect of potential common shares

 

 

1.7

 

 

 

1.5

 

 

 

1.7

 

 

 

1.7

 

Weighted-average dilutive common shares outstanding

 

 

156.3

 

 

 

155.7

 

 

 

156.3

 

 

 

156.2

 

Basic earnings per common share

 

$

0.27

 

 

$

0.51

 

 

$

0.97

 

 

$

1.29

 

Diluted earnings per common share

 

$

0.27

 

 

$

0.50

 

 

$

0.96

 

 

$

1.27

 
v3.25.0.1
Segment Information (Tables)
 6 Months Ended
Dec. 28, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment

(In millions)

 

Foodservice

 

 

Vistar

 

 

Convenience

 

 

Corporate
& All Other

 

 

Eliminations

 

 

Consolidated

 

For the three months ended December 28, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

8,361.6

 

 

$

1,233.7

 

 

$

5,967.5

 

 

$

75.4

 

 

$

—

 

 

$

15,638.2

 

Inter-segment sales

 

 

6.7

 

 

 

0.9

 

 

 

—

 

 

 

164.8

 

 

 

(172.4

)

 

 

—

 

Total sales

 

 

8,368.3

 

 

 

1,234.6

 

 

 

5,967.5

 

 

 

240.2

 

 

 

(172.4

)

 

 

15,638.2

 

Depreciation and amortization

 

 

115.6

 

 

 

13.3

 

 

 

39.0

 

 

 

14.6

 

 

 

—

 

 

 

182.5

 

Capital expenditures

 

 

89.2

 

 

 

5.2

 

 

 

5.2

 

 

 

7.8

 

 

 

—

 

 

 

107.4

 

For the three months ended December 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

7,073.6

 

 

$

1,201.0

 

 

$

5,941.4

 

 

$

79.7

 

 

$

—

 

 

$

14,295.7

 

Inter-segment sales

 

 

5.7

 

 

 

0.9

 

 

 

—

 

 

 

148.0

 

 

 

(154.6

)

 

 

—

 

Total sales

 

 

7,079.3

 

 

 

1,201.9

 

 

 

5,941.4

 

 

 

227.7

 

 

 

(154.6

)

 

 

14,295.7

 

Depreciation and amortization

 

 

72.7

 

 

 

12.8

 

 

 

37.2

 

 

 

20.6

 

 

 

—

 

 

 

143.3

 

Capital expenditures

 

 

61.6

 

 

 

15.2

 

 

 

7.9

 

 

 

9.2

 

 

 

—

 

 

 

93.9

 

 

(In millions)

 

Foodservice

 

 

Vistar

 

 

Convenience

 

 

Corporate
& All Other

 

 

Eliminations

 

 

Consolidated

 

For the Six Months Ended December 28, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

16,046.6

 

 

$

2,518.4

 

 

$

12,330.9

 

 

$

157.8

 

 

$

—

 

 

$

31,053.7

 

Inter-segment sales

 

 

13.8

 

 

 

1.9

 

 

 

0.3

 

 

 

338.5

 

 

 

(354.5

)

 

 

—

 

Total sales

 

 

16,060.4

 

 

 

2,520.3

 

 

 

12,331.2

 

 

 

496.3

 

 

 

(354.5

)

 

 

31,053.7

 

Depreciation and amortization

 

 

200.6

 

 

 

27.7

 

 

 

77.6

 

 

 

29.5

 

 

 

—

 

 

 

335.4

 

Capital expenditures

 

 

166.5

 

 

 

11.2

 

 

 

15.6

 

 

 

10.6

 

 

 

—

 

 

 

203.9

 

For the Six Months Ended December 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net external sales

 

$

14,345.3

 

 

$

2,450.6

 

 

$

12,278.4

 

 

$

160.0

 

 

$

—

 

 

$

29,234.3

 

Inter-segment sales

 

 

11.0

 

 

 

1.7

 

 

 

—

 

 

 

308.1

 

 

 

(320.8

)

 

 

—

 

Total sales

 

 

14,356.3

 

 

 

2,452.3

 

 

 

12,278.4

 

 

 

468.1

 

 

 

(320.8

)

 

 

29,234.3

 

Depreciation and amortization

 

 

143.3

 

 

 

23.2

 

 

 

74.9

 

 

 

31.2

 

 

 

—

 

 

 

272.6

 

Capital expenditures

 

 

92.6

 

 

 

18.6

 

 

 

11.9

 

 

 

24.0

 

 

 

—

 

 

 

147.1

 
Schedule of Adjusted EBDITA and Reconciliation to Consolidated Income Before Taxes

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

December 28, 2024

 

 

December 30, 2023

 

 

December 28, 2024

 

 

December 30, 2023

 

 

Foodservice Adjusted EBITDA

 

$

289.9

 

 

$

224.1

 

 

$

569.9

 

 

$

470.1

 

 

Vistar Adjusted EBITDA

 

 

93.9

 

 

 

93.6

 

 

 

177.1

 

 

 

182.2

 

 

Convenience Adjusted EBITDA

 

 

107.3

 

 

 

83.5

 

 

 

212.6

 

 

 

178.2

 

 

Corporate & All Other Adjusted EBITDA

 

 

(68.1

)

 

 

(55.8

)

 

 

(124.7

)

 

 

(101.3

)

 

Depreciation and amortization

 

 

(182.5

)

 

 

(143.3

)

 

 

(335.4

)

 

 

(272.6

)

 

Interest expense

 

 

(100.2

)

 

 

(61.4

)

 

 

(167.0

)

 

 

(117.5

)

 

Change in LIFO reserve

 

 

(17.8

)

 

 

(21.8

)

 

 

(30.5

)

 

 

(41.0

)

 

Stock-based compensation expense

 

 

(11.7

)

 

 

(11.0

)

 

 

(23.0

)

 

 

(21.7

)

 

Gain (loss) on fuel derivatives

 

 

0.8

 

 

 

(1.8

)

 

 

(0.6

)

 

 

1.7

 

 

Acquisition, integration & reorganization expenses

 

 

(51.3

)

 

 

(3.9

)

 

 

(70.4

)

 

 

(13.7

)

 

Other adjustments (1)

 

 

(3.6

)

 

 

9.5

 

 

 

(4.4

)

 

 

10.6

 

 

Income before taxes

 

$

56.7

 

 

$

111.7

 

 

$

203.6

 

 

$

275.0

 

 
(1)
Other adjustments include asset impairments, gains and losses on disposal of fixed assets, amounts related to favorable and unfavorable leases, foreign currency transaction gains and losses, and franchise tax expense.

 

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

(In millions)

 

As of
December 28, 2024

 

 

As of
June 29, 2024

 

Foodservice

 

$

10,543.7

 

 

$

6,996.8

 

Vistar

 

 

1,566.5

 

 

 

1,519.1

 

Convenience

 

 

4,182.2

 

 

 

4,080.9

 

Corporate & All Other

 

 

804.6

 

 

 

796.1

 

Total assets

 

$

17,097.0

 

 

$

13,392.9

 
v3.25.0.1
Summary of Business Activities - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Nov. 16, 2022
Business Description [Line Items]          
Repurchased and retired shares, value $ 4.1 $ 50.0 $ 33.6 $ 78.1  
Average cost $ 79.05 $ 58.01 $ 75.19 $ 58.83  
Previously Authorized Share Repurchase Program [Member]          
Business Description [Line Items]          
Share repurchase program, authorized amount         $ 250.0
Common Stock [Member]          
Business Description [Line Items]          
Number of shares repurchased and retired   800,000 400,000 1,300,000  
Repurchased and retired shares, value $ 4.0 $ 50.0 $ 33.6 $ 78.1  
Share repurchase plan, remaining available amount $ 177.0   $ 177.0    
Common Stock [Member] | Maximum [Member]          
Business Description [Line Items]          
Number of shares repurchased and retired 100,000        
Share repurchase program, authorized amount         $ 300.0
v3.25.0.1
Revenue Recognition - Additional Information (Details) - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
Revenue from Contract with Customer [Abstract]    
Contract assets $ 54.4 $ 55.4
v3.25.0.1
Business Combinations - Additional Information (Detail)
$ in Millions
 3 Months Ended 6 Months Ended
Oct. 08, 2024
USD ($)
Dec. 28, 2024
USD ($)
Dec. 28, 2024
USD ($)
Dec. 30, 2023
USD ($)
Dec. 28, 2024
USD ($)
Acquisition
Dec. 30, 2023
USD ($)
Acquisition
Jun. 29, 2024
USD ($)
Business Acquisition [Line Items]              
Number of acquisitions | Acquisition         2 2  
Intangible assets estimated useful life         11 years 8 months 12 days    
Goodwill   $ 3,407.5 $ 3,407.5   $ 3,407.5   $ 2,418.3
Cash payment for acquisition         2,535.5 $ 308.1  
Net sales     15,638.2 $ 14,295.7 31,053.7 29,234.3  
Net loss     42.4 $ 78.3 $ 150.4 199.0  
Acqusition costs included in pro-forma net income           69.1  
Minimum [Member] | Customer Relationships [Member]              
Business Acquisition [Line Items]              
Intangible assets estimated useful life         10 years    
Minimum [Member] | Trade Names [Member]              
Business Acquisition [Line Items]              
Intangible assets estimated useful life         10 years    
Maximum [Member] | Customer Relationships [Member]              
Business Acquisition [Line Items]              
Intangible assets estimated useful life         12 years    
Maximum [Member] | Trade Names [Member]              
Business Acquisition [Line Items]              
Intangible assets estimated useful life         12 years    
Cheney Brothers [Member]              
Business Acquisition [Line Items]              
Total purchase price $ 2,000.0            
Cash portion of the acquisition 1,961.2            
Deferred consideration payable to seller $ 32.4            
Period for deferred consideration 5 years            
Net sales   825.0          
Net loss   (28.4)          
Business Acquisition Cost [Member]              
Business Acquisition [Line Items]              
Number of acquisitions | Acquisition         2    
Goodwill   994.2 994.2   $ 994.2    
Cash payment for acquisition         2,500.0 $ 308.1  
Business Acquisition Cost [Member] | Cheney Brothers [Member]              
Business Acquisition [Line Items]              
Goodwill   $ 691.9 $ 691.9   $ 691.9    
v3.25.0.1
Business Combinations - Summary of Purchase Price Allocation of Major Class of Assets Acquired and Liabilities Assumed (Detail) - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
Business Acquisition [Line Items]    
Goodwill $ 3,407.5 $ 2,418.3
Business Acquisition Cost [Member]    
Business Acquisition [Line Items]    
Net working capital 284.6  
Goodwill 994.2  
Intangible assets with definite lives:    
Property, plant and equipment 782.3  
Operating lease right-of-use assets 6.3  
Other assets 10.7  
Deferred tax liabilities (368.4)  
Finance lease obligations (96.0)  
Operating lease obligations (6.3)  
Other long-term liabilities (26.9)  
Total purchase price 2,535.5  
Business Acquisition Cost [Member] | Customer Relationships [Member]    
Intangible assets with definite lives:    
Intangible assets with definite lives 715.0  
Business Acquisition Cost [Member] | Trade Names [Member]    
Intangible assets with definite lives:    
Intangible assets with definite lives 240.0  
Business Acquisition Cost [Member] | Cheney Brothers [Member]    
Business Acquisition [Line Items]    
Net working capital 247.2  
Goodwill 691.9  
Intangible assets with definite lives:    
Property, plant and equipment 725.0  
Operating lease right-of-use assets 6.3  
Other assets 10.5  
Deferred tax liabilities (240.8)  
Finance lease obligations (95.7)  
Operating lease obligations (6.3)  
Other long-term liabilities (26.9)  
Total purchase price 1,961.2  
Business Acquisition Cost [Member] | Cheney Brothers [Member] | Customer Relationships [Member]    
Intangible assets with definite lives:    
Intangible assets with definite lives 485.0  
Business Acquisition Cost [Member] | Cheney Brothers [Member] | Trade Names [Member]    
Intangible assets with definite lives:    
Intangible assets with definite lives 165.0  
Business Acquisition Cost [Member] | Other [Member]    
Business Acquisition [Line Items]    
Net working capital 37.4  
Goodwill 302.3  
Intangible assets with definite lives:    
Property, plant and equipment 57.3  
Operating lease right-of-use assets 0.0  
Other assets 0.2  
Deferred tax liabilities (127.6)  
Finance lease obligations (0.3)  
Operating lease obligations 0.0  
Other long-term liabilities 0.0  
Total purchase price 574.3  
Business Acquisition Cost [Member] | Other [Member] | Customer Relationships [Member]    
Intangible assets with definite lives:    
Intangible assets with definite lives 230.0  
Business Acquisition Cost [Member] | Other [Member] | Trade Names [Member]    
Intangible assets with definite lives:    
Intangible assets with definite lives $ 75.0  
v3.25.0.1
Business Combinations - Summary of Unaudited Pro-Forma Consolidated Financial Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Business Combinations [Abstract]        
Net sales $ 15,716.4 $ 15,102.2 $ 31,945.5 $ 30,782.2
Net income $ 74.1 $ 59.7 $ 169.0 $ 91.1
v3.25.0.1
Debt - Schedule of Debt (Detail) - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
Debt Instrument [Line Items]    
Less: Original issue discount and deferred financing costs $ (29.5) $ (22.3)
Long-term debt 5,691.2 3,198.5
Less: current installments 0.0 0.0
Total debt, excluding current installments 5,691.2 3,198.5
Credit Agreement [Member]    
Debt Instrument [Line Items]    
Long-term debt, gross 2,660.7 1,160.8
5.500% Notes due 2027, effective interest rate 5.930% [Member]    
Debt Instrument [Line Items]    
Long-term debt, gross 1,060.0 1,060.0
4.250% Notes due 2029, effective interest rate 4.439% [Member]    
Debt Instrument [Line Items]    
Long-term debt, gross 1,000.0 1,000.0
6.125% Notes due 2032, effective interest rate 6.287% [Member]    
Debt Instrument [Line Items]    
Long-term debt, gross $ 1,000.0 $ 0.0
v3.25.0.1
Debt - Schedule of Debt (Parenthetical) (Detail)
 6 Months Ended
Dec. 28, 2024
5.500% Notes due 2027, effective interest rate 5.930% [Member]  
Debt Instrument [Line Items]  
Debt instruments amount, interest rate 5.50%
Debt instruments maturity year 2027
Debt instruments effective interest rate 5.93%
4.250% Notes due 2029, effective interest rate 4.439% [Member]  
Debt Instrument [Line Items]  
Debt instruments amount, interest rate 4.25%
Debt instruments maturity year 2029
Debt instruments effective interest rate 4.439%
6.125% Notes due 2032, effective interest rate 6.287% [Member]  
Debt Instrument [Line Items]  
Debt instruments amount, interest rate 6.125%
Debt instruments maturity year 2032
Debt instruments effective interest rate 6.287%
v3.25.0.1
Debt - Additional Information (Detail) - USD ($)
$ in Millions
 6 Months Ended
Sep. 12, 2024
Sep. 09, 2024
Dec. 28, 2024
Prior Credit Agreement [Member]      
Debt Instrument [Line Items]      
Debt instruments face amount     $ 4,000.0
Credit facility, maturity date   Sep. 17, 2026 Sep. 17, 2026
Line of credit facility, maximum revolving commitments   $ 4,000.0  
ABL Facility [Member]      
Debt Instrument [Line Items]      
Credit facility, maturity date   Sep. 09, 2029  
Line of credit facility, maximum revolving commitments   $ 5,000.0  
Debt instrument description of variable rate     (a) the Base Rate (defined as the greatest of (i) a floor rate of 0.00%, (ii) the federal funds rate in effect on such date plus 0.5%, (iii) the prime rate on such day, or (iv) one month Term SOFR plus 1.0%) plus a spread or (b) Term SOFR plus a spread.
Credit facility, covenant terms     The ABL Facility contains covenants requiring the maintenance of a minimum consolidated fixed charge coverage ratio if Alternate Availability (as defined in the ABL Facility) falls below the greater of (i) $375.0 million and (ii) 10% of the lessor of the borrowing base and the sum of (a) the aggregate commitments plus (b) any outstanding term loans for five consecutive business days.
Committed amount to be maintained under the covenant     $ 375.0
Covenant borrowing base, percentage     10.00%
ABL Facility [Member] | Federal Funds Effective Swap Rate [Member]      
Debt Instrument [Line Items]      
Basis spread on variable rate     0.50%
ABL Facility [Member] | Base Rate [Member]      
Debt Instrument [Line Items]      
Basis spread on variable rate     0.00%
ABL Facility [Member] | Secured Overnight Financing Rate (SOFR) [Member]      
Debt Instrument [Line Items]      
Basis spread on variable rate     1.00%
ABL Facility [Member] | Minimum [Member]      
Debt Instrument [Line Items]      
Credit facility, commitment fee rate     0.25%
ABL Facility [Member] | Maximum [Member]      
Debt Instrument [Line Items]      
Credit facility, uncommitted incremental facilities   $ 1,000.0  
6.125% Notes due 2032 [Member]      
Debt Instrument [Line Items]      
Debt instruments face amount $ 1,000.0    
Debt instruments maturity year 2032    
Debt instruments amount, interest rate 6.125%    
Debt instruments frequency of payments semi-annually    
Percentage price of principal amount at which debt can be redeemed 100.00%    
Debt Instrument maturity date Sep. 15, 2032    
Debt Instrument, description of redemption     Upon the occurrence of a change of control triggering event or upon the sale of certain assets in which Performance Food Group, Inc. does not apply the proceeds as required, the holders of the Notes due 2032 will have the right to require Performance Food Group, Inc. to repurchase each holder’s Notes due 2032 at a price equal to 101% (in the case of a change of control triggering event) or 100% (in the case of an asset sale) of their principal amount, plus accrued and unpaid interest.
Issue price of notes as a percentage of par value 100.00%    
6.125% Notes due 2032 [Member] | Beginning on September 15, 2027 [Member]      
Debt Instrument [Line Items]      
Percentage price of principal amount at which debt can be redeemed 103.063%    
6.125% Notes due 2032 [Member] | On September 15, 2028 [Member]      
Debt Instrument [Line Items]      
Percentage price of principal amount at which debt can be redeemed 101.531%    
6.125% Notes due 2032 [Member] | On September 15, 2029 [Member]      
Debt Instrument [Line Items]      
Percentage price of principal amount at which debt can be redeemed 100.00%    
6.125% Notes due 2032 [Member] | Prior to September 15, 2027 [Member]      
Debt Instrument [Line Items]      
Percentage price of principal amount at which debt can be redeemed 106.125%    
6.125% Notes due 2032 [Member] | Change of Control Triggering Event [Member]      
Debt Instrument [Line Items]      
Percentage price of principal amount at which debt can be redeemed 101.00%    
6.125% Notes due 2032 [Member] | Case of Asset Sale [Member]      
Debt Instrument [Line Items]      
Percentage price of principal amount at which debt can be redeemed 100.00%    
6.125% Notes due 2032 [Member] | Maximum [Member]      
Debt Instrument [Line Items]      
Early debt redemption percentage 40.00%    
ABL Facility, Notes due 2032 [Member]      
Debt Instrument [Line Items]      
Debt covenant restrictive amount     $ 1,428.4
v3.25.0.1
Debt - Summary of Outstanding Borrowings, Availability, and Average Interest Rate under ABL Facility (Detail) - ABL Facility [Member] - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
Debt Instrument [Line Items]    
Aggregate borrowings $ 2,660.7 $ 1,160.8
Letters of credit 167.1 160.4
Excess availability, net of lenders' reserves of $97.3 and $96.3 $ 2,172.2 $ 2,678.8
Average interest rate, excluding impact of interest rate swaps 6.05% 6.79%
v3.25.0.1
Debt - Summary of Outstanding Borrowings, Availability, and Average Interest Rate under ABL Facility (Parenthetical) (Detail) - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
ABL Facility [Member]    
Debt Instrument [Line Items]    
Debt amount reserve by lender $ 97.3 $ 96.3
v3.25.0.1
Leases - Additional Information (Detail)
$ in Millions
 6 Months Ended
Dec. 28, 2024
USD ($)
Lessee Lease Description [Line Items]  
Operating lease, Option to extend true
Operating lease, Option to terminate description options to terminate the leases within 1 year
Operating lease, Option to terminate true
Finance lease renewal term 10 years
Finance lease, Option to extend true
Finance lease, Option to extend description options to extend the leases for up to 10 years
Finance lease, Option to terminate true
Undiscounted maximum amount for guarantees $ 8.6
Future minimum operating lease payments, not yet commenced $ 803.7
Lessee, operating lease, lease not yet commenced, description These leases relate primarily to build-to-suit warehouse leases that will replace existing distribution centers and will commence upon building completion with terms of 25 years. In addition, these leases include vehicle leases expected to commence in fiscal 2025 with lease terms of 5 to 10 years.
Warehouse Leases Contractual Term [Member]  
Lessee Lease Description [Line Items]  
Operating leases, not yet commenced, lease term 25 years
Minimum [Member]  
Lessee Lease Description [Line Items]  
Finance lease remaining term 1 year
Percentage of residual value guarantee under operating lease 6.00%
Operating lease expiration term 5 years
Operating lease expiration year 2025
Minimum [Member] | Vehicle Leases Contractual Term [Member]  
Lessee Lease Description [Line Items]  
Operating leases, not yet commenced, lease term 5 years
Maximum [Member]  
Lessee Lease Description [Line Items]  
Finance lease remaining term 25 years
Percentage of residual value guarantee under operating lease 20.00%
Operating lease expiration term 10 years
Operating lease expiration year 2032
Maximum [Member] | Vehicle Leases Contractual Term [Member]  
Lessee Lease Description [Line Items]  
Operating leases, not yet commenced, lease term 10 years
v3.25.0.1
Leases - Summary of Right-of-Use Assets and Lease Liabilities in Consolidated Balance Sheet (Detail) - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
ASSETS    
Operating $ 943.8 $ 875.5
Finance $ 1,178.9 $ 868.8
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, Plant and Equipment, Net Property, Plant and Equipment, Net
Total lease assets $ 2,122.7 $ 1,744.3
Current liabilities:    
Operating 105.4 108.2
Finance 195.1 147.2
Non-current    
Operating 902.9 819.3
Finance 966.3 703.2
Total lease liabilities $ 2,169.7 $ 1,777.9
Weighted average remaining lease term    
Operating leases 10 years 9 months 18 days 10 years 8 months 12 days
Finance leases 6 years 4 months 24 days 6 years
Weighted average discount rate    
Operating leases 5.50% 5.40%
Finance leases 5.40% 5.10%
v3.25.0.1
Leases - Summary of Location of Lease Costs in Consolidated Statement of Operations (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Finance lease cost:        
Amortization of finance lease assets $ 45.5 $ 27.8 $ 82.6 $ 53.8
Interest on lease liabilities 14.8 7.6 26.7 14.5
Total finance lease cost 60.3 35.4 109.3 68.3
Operating lease cost 43.7 41.8 85.8 80.3
Short-term lease cost 13.1 16.5 25.9 32.8
Total lease cost $ 117.1 $ 93.7 $ 221.0 $ 181.4
v3.25.0.1
Leases - Summary of Supplemental Cash Flow Information related to Leases (Detail) - USD ($)
$ in Millions
 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 77.7 $ 71.9
Operating cash flows from finance leases 26.7 14.5
Financing cash flows from finance leases 84.8 56.5
Right-of-use assets obtained in exchange for lease obligations:    
Operating leases 129.7 190.2
Finance leases $ 299.8 $ 151.6
v3.25.0.1
Leases - Summary of Future Minimum Lease Payments Under Non-Cancelable Leases (Detail)
$ in Millions
Dec. 28, 2024
USD ($)
Operating Leases  
2025 $ 80.7
2026 152.6
2027 145.2
2028 133.7
2029 118.1
Thereafter 771.5
Total future minimum lease payments 1,401.8
Less: Interest 393.5
Present value of future minimum lease payments 1,008.3
Finance Leases  
2025 127.4
2026 248.9
2027 232.0
2028 202.9
2029 178.4
Thereafter 401.4
Total future minimum lease payments 1,391.0
Less: Interest 229.6
Present value of future minimum lease payments $ 1,161.4
v3.25.0.1
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]    
Long-term debt $ 5,691.2 $ 3,198.5
Reported Value Measurement [Member]    
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]    
Long-term debt 5,691.2 3,198.5
Fair Value Inputs Level 2 [Member]    
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]    
Fair value of long term debt $ 5,638.7 $ 3,104.5
v3.25.0.1
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Jun. 29, 2024
Income Tax Disclosure [Abstract]          
Effective income tax rate 25.20% 29.90% 26.10% 27.60%  
U.S. federal corporate income tax rate     21.00%    
Net deferred tax assets $ 214.0   $ 214.0   $ 196.1
Net deferred tax liabilities 1,055.9   1,055.9   694.0
Valuation allowance $ 1.7   $ 1.7   $ 1.7
v3.25.0.1
Commitments and Contingencies - Additional Information (Detail)
$ in Millions
Dec. 28, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Outstanding contracts and purchase orders for capital projects and services $ 269.8
v3.25.0.1
Related-Party Transactions - Additional Information (Detail) - Purchasing Alliance [Member] - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Jun. 29, 2024
Related Party Transaction [Line Items]          
Equity method investments $ 13.9   $ 13.9   $ 11.8
Purchases from related party $ 586.3 $ 521.1 $ 1,187.4 $ 1,070.6  
v3.25.0.1
Earnings Per Common Share - Additional Information (Detail) - shares
shares in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Earnings Per Share [Abstract]    
Potential common shares not included in computing diluted earnings per common share due to antidilutive effect 0 0
v3.25.0.1
Earnings Per Common Share - Schedule of Reconciliation of Numerators and Denominators for Basic and Diluted Earnings Per Common Share Computations (Detail) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Numerator:        
Net Income (Loss) $ 42.4 $ 78.3 $ 150.4 $ 199.0
Denominator:        
Weighted-average common shares outstanding 154.6 154.2 154.6 154.5
Dilutive effect of potential common shares 1.7 1.5 1.7 1.7
Weighted-average dilutive common shares outstanding 156.3 155.7 156.3 156.2
Basic earnings per common share $ 0.27 $ 0.51 $ 0.97 $ 1.29
Diluted earnings per common share $ 0.27 $ 0.5 $ 0.96 $ 1.27
v3.25.0.1
Segment Information - Additional Information (Detail)
 6 Months Ended
Dec. 28, 2024
Segment
Segment Reporting Information [Line Items]  
Number of reportable segments 3
v3.25.0.1
Segment Information - Schedule of Segment Reporting Information, by Segment (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Segment Reporting Information [Line Items]        
Net sales $ 15,638.2 $ 14,295.7 $ 31,053.7 $ 29,234.3
Depreciation and amortization 182.5 143.3 335.4 272.6
Capital expenditures 107.4 93.9 203.9 147.1
Foodservice [Member]        
Segment Reporting Information [Line Items]        
Net sales 8,361.6 7,073.6 16,046.6 14,345.3
Depreciation and amortization 115.6 72.7 200.6 143.3
Capital expenditures 89.2 61.6 166.5 92.6
Vistar [Member]        
Segment Reporting Information [Line Items]        
Net sales 1,233.7 1,201.0 2,518.4 2,450.6
Depreciation and amortization 13.3 12.8 27.7 23.2
Capital expenditures 5.2 15.2 11.2 18.6
Convenience [Member]        
Segment Reporting Information [Line Items]        
Net sales 5,967.5 5,941.4 12,330.9 12,278.4
Depreciation and amortization 39.0 37.2 77.6 74.9
Capital expenditures 5.2 7.9 15.6 11.9
Corporate & All Other [Member]        
Segment Reporting Information [Line Items]        
Net sales 75.4 79.7 157.8 160.0
Depreciation and amortization 14.6 20.6 29.5 31.2
Capital expenditures 7.8 9.2 10.6 24.0
Eliminations [Member]        
Segment Reporting Information [Line Items]        
Net sales (172.4) (154.6) (354.5) (320.8)
Eliminations [Member] | Foodservice [Member]        
Segment Reporting Information [Line Items]        
Net sales 6.7 5.7 13.8 11.0
Eliminations [Member] | Vistar [Member]        
Segment Reporting Information [Line Items]        
Net sales 0.9 0.9 1.9 1.7
Eliminations [Member] | Convenience [Member]        
Segment Reporting Information [Line Items]        
Net sales     0.3  
Eliminations [Member] | Corporate & All Other [Member]        
Segment Reporting Information [Line Items]        
Net sales 164.8 148.0 338.5 308.1
Operating Segments [Member] | Foodservice [Member]        
Segment Reporting Information [Line Items]        
Net sales 8,368.3 7,079.3 16,060.4 14,356.3
Operating Segments [Member] | Vistar [Member]        
Segment Reporting Information [Line Items]        
Net sales 1,234.6 1,201.9 2,520.3 2,452.3
Operating Segments [Member] | Convenience [Member]        
Segment Reporting Information [Line Items]        
Net sales 5,967.5 5,941.4 12,331.2 12,278.4
Operating Segments [Member] | Corporate & All Other [Member]        
Segment Reporting Information [Line Items]        
Net sales $ 240.2 $ 227.7 $ 496.3 $ 468.1
v3.25.0.1
Segment Information - Schedule of Adjusted EBDITA and Reconciliation to Consolidated Income Before Taxes (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 28, 2024
Dec. 30, 2023
Segment Reporting Information [Line Items]        
Depreciation and amortization $ (182.5) $ (143.3) $ (335.4) $ (272.6)
Interest expense (100.2) (61.4) (167.0) (117.5)
Change in LIFO reserve (17.8) (21.8) (30.5) (41.0)
Stock-based compensation expense (11.7) (11.0) (23.0) (21.7)
Gain (loss) on fuel derivatives 0.8 (1.8) (0.6) 1.7
Acquisition, integration & reorganization expenses (51.3) (3.9) (70.4) (13.7)
Other adjustments (3.6) 9.5 (4.4) 10.6
Income before taxes 56.7 111.7 203.6 275.0
Foodservice [Member]        
Segment Reporting Information [Line Items]        
Adjusted EBITDA 289.9 224.1 569.9 470.1
Depreciation and amortization (115.6) (72.7) (200.6) (143.3)
Vistar [Member]        
Segment Reporting Information [Line Items]        
Adjusted EBITDA 93.9 93.6 177.1 182.2
Depreciation and amortization (13.3) (12.8) (27.7) (23.2)
Convenience [Member]        
Segment Reporting Information [Line Items]        
Adjusted EBITDA 107.3 83.5 212.6 178.2
Depreciation and amortization (39.0) (37.2) (77.6) (74.9)
Corporate & All Other [Member]        
Segment Reporting Information [Line Items]        
Adjusted EBITDA (68.1) (55.8) (124.7) (101.3)
Depreciation and amortization $ (14.6) $ (20.6) $ (29.5) $ (31.2)
v3.25.0.1
Segment Information - Summary Assets by Reportable Segment, Excluding Intercompany Receivables (Detail) - USD ($)
$ in Millions
Dec. 28, 2024
Jun. 29, 2024
Segment Reporting Information [Line Items]    
Total assets $ 17,097.0 $ 13,392.9
Foodservice [Member]    
Segment Reporting Information [Line Items]    
Total assets 10,543.7 4,080.9
Vistar [Member]    
Segment Reporting Information [Line Items]    
Total assets 1,566.5 1,519.1
Convenience [Member]    
Segment Reporting Information [Line Items]    
Total assets 4,182.2 6,996.8
Corporate & All Other [Member]    
Segment Reporting Information [Line Items]    
Total assets $ 804.6 $ 796.1