What the changes say
- New data privacy risk highlights fines, litigation, remediation, and varying U.S. state consumer privacy requirements.
- AI risk now includes inadequate human oversight and employee or third-party exposure of confidential information.
- Product recall exposure broadened to deaths, allergens, pathogens, improper storage, contamination, and spoilage.
- Climate risk now includes extended producer responsibility laws, while macro risks name Ukraine, Middle East, fuel costs, and tariffs.
What changed since the prior 10-K
New
- NewRisks Relating to Product Safety, Regulatory and Legal Matters
currently extended for the remittance of taxes that we collect on their behalf. If these excise taxes are substantially increased, or credit terms are substantially reduced, it could have a material adverse effect on our business, financial condition, and results of operations
New privacy laws and changing requirements could expose PFGC to fines, investigations, litigation, remediation costs, and reputational damage.
Dropped
- DroppedRisks Relating to Our Business and Industry
while we have been successful in the past in implementing fuel surcharges to offset fuel cost increases, we may not be able to do so in the future
- DroppedRisks Relating to Our Business and Industry
Activist shareholders or potential bidders could cause us to incur significant expense, hinder execution of our business strategy, and impact our stock price
- DroppedRisks Relating to the Cheney Brothers Acquisition
We may be unable to effectively and efficiently execute our integration plan, and the anticipated synergies and other benefits of the Cheney Brothers Acquisition may not be realized or may not be realized within the expected timeframe
- DroppedRisks Relating to the Cheney Brothers Acquisition
unforeseen expenses or delays
Reworded
- 55% rewrittenRisks Relating to Technology and Information Security
As we integrate AI technologies into our processes, these technologies may present business, compliance, security, and reputational risks
AI risk now specifically includes faulty input data, inadequate human oversight, and employees or third parties exposing confidential, non-public, trade-secret, or personal information.
- 50% rewrittenRisks Relating to Our Business and Industry
Fluctuations in fuel prices and other transportation costs could harm our business
No substantive change is shown; the fuel-cost, consumer-spending, and transportation-cost exposure is unchanged.
- 44% rewrittenRisks Relating to Product Safety, Regulatory and Legal Matters
If the products we distribute or manufacture are alleged to cause injury, illness or death or fail to comply with governmental regulations or applicable quality standards, we may need to recall or withdraw our products
Recall exposure now expressly includes death, allergens, pathogens, improper storage, contamination, and spoilage, in addition to prior food-safety and labeling concerns.
Was: If the products we distribute are alleged to cause injury or illness or fail to comply with governmental regulations, we may need to recall our products
- 41% rewrittenRisks Relating to Our Business and Industry
Changes in pricing practices of our suppliers could negatively affect our profitability
Supplier promotional allowances are now described as rebates and promotional incentives, but remain a significant profitability source.
- 37% rewrittenRisks Relating to Our Business and Industry
Periods of difficult economic conditions, other macroeconomic or geopolitical events and heightened uncertainty in the financial markets may affect consumer spending and confidence, which can adversely affect our business
The discussion now names Ukraine and Middle East conflicts and fuel costs, while referring to tariffs and global trade policies.
Was: Periods of difficult economic conditions, a public health crisis, other macroeconomic or geopolitical events and heightened uncertainty in the financial markets may affect consumer spending and confidence, which can adversely affect our business
- 32% rewrittenRisks Relating to Product Safety, Regulatory and Legal Matters
Climate change, or the legal, regulatory, or market measures being implemented to address climate change, could have an adverse impact on our business
Climate-related regulation now expressly includes extended producer responsibility laws affecting distribution and supply-chain operations.
- 31% rewrittenRisks Relating to Our Business and Industry
Changes in consumer eating habits could reduce the demand for our products and adversely affect our business, financial condition, or results of operations
The risk adds nutritional guidelines and government action, identifies GLP-1 drugs, and recognizes potentially lower sales from product changes.
- 28% rewrittenRisks Relating to Our Business and Industry
We rely on third-party suppliers, and our business may be affected by interruption of supplies or increases in product costs
No substantive change is shown to PFGC’s dependence on third-party suppliers, limited contracts, and supplier cost increases.
- 25% rewrittenRisks Relating to Our Business and Industry
Competition in our industry is intense, and we may not be able to compete successfully
- 25% rewrittenRisks Relating to Product Safety, Regulatory and Legal Matters
Our business is subject to significant governmental regulation, and costs or claims for non-compliance related to these requirements could adversely affect our business
- 24% rewrittenRisks Relating to Our Business and Industry
Our growth and innovation strategies may not achieve the anticipated results
- 24% rewrittenRisks Relating to Product Safety, Regulatory and Legal Matters
We may be subject to or affected by product liability claims relating to products we distribute or manufacture
Was: We may be subject to or affected by product liability claims relating to products we distribute
- 23% rewrittenRisks Relating to Our Business and Industry
Extreme weather conditions and natural disasters may interrupt our business or our customers’ or suppliers’ businesses
- 20% rewrittenRisks Relating to Our Indebtedness
Our future financial and operating flexibility could be adversely affected by our level of indebtedness
All 36 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Business and Industry
- 01Periods of difficult economic conditions, other macroeconomic or geopolitical events and heightened uncertainty in the financial markets may affect consumer spending and confidence, which can adversely affect our business37% rewritten
- 02Our growth and innovation strategies may not achieve the anticipated results24% rewritten
- 03Competition in our industry is intense, and we may not be able to compete successfully25% rewritten
- 04Many of our customers are not obligated to continue purchasing products from us
- 05Group purchasing organizations may become more active in our industry and increase their efforts to add our customers as members of these organizations
- 06We rely on third-party suppliers, and our business may be affected by interruption of supplies or increases in product costs28% rewritten
- 07We operate in a low margin industry, which could increase the volatility of our results of operations
- 08If we fail to increase our sales in the highest margin portions of our business, our profitability may suffer
- 09Changes in pricing practices of our suppliers could negatively affect our profitability41% rewritten
- 10Volatile food costs may have a direct impact upon our profitability
- 11Fluctuations in fuel prices and other transportation costs could harm our business50% rewritten
- 12We may not be able to realize the benefits of acquisitions or successfully integrate the businesses we acquire and we may incur significant costs related to the integration of acquired businesses
- 13Changes in consumer eating habits could reduce the demand for our products and adversely affect our business, financial condition, or results of operations31% rewritten
- 14A significant portion of our sales volume is dependent upon the distribution of cigarettes and other tobacco products, sales of which are generally declining
- 15Extreme weather conditions and natural disasters may interrupt our business or our customers’ or suppliers’ businesses23% rewritten
- 16Adverse publicity about us or our products, lack of confidence in our products or services, and other negative public impressions could adversely affect our reputation and our business
- 17Insurance and claims expenses could significantly reduce our profitability
- 18We reserve for anticipated losses and expenses and periodically evaluate and adjust our claims reserves to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts
- 19We have experienced losses because of the inability to collect accounts receivable in the past and could experience increases in such losses in the future if our customers are unable to pay their debts to us when due
Risks Relating to Technology and Information Security
- 20A cybersecurity incident or other technology disruptions could negatively affect our business and our relationships with customers, vendors and other partners
- 21We rely heavily on technology in our business, and any technology disruption or delay in implementing new technology could adversely affect our business
- 22As we integrate AI technologies into our processes, these technologies may present business, compliance, security, and reputational risks55% rewritten
Risks Relating to Product Safety, Regulatory and Legal Matters
- 23Our business is subject to significant governmental regulation, and costs or claims for non-compliance related to these requirements could adversely affect our business25% rewritten
- 24currently extended for the remittance of taxes that we collect on their behalf. If these excise taxes are substantially increased, or credit terms are substantially reduced, it could have a material adverse effect on our business, financial condition, and results of operationsNew
- 25Climate change, or the legal, regulatory, or market measures being implemented to address climate change, could have an adverse impact on our business32% rewritten
- 26If the products we distribute or manufacture are alleged to cause injury, illness or death or fail to comply with governmental regulations or applicable quality standards, we may need to recall or withdraw our products44% rewritten
- 27We may be subject to or affected by product liability claims relating to products we distribute or manufacture24% rewritten
- 28Adverse judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of our business could reduce our profits or limit our ability to operate our business
Risks Relating to Human Capital Management
- 29We face risks relating to labor relations, labor costs, and the availability of qualified labor
Risks Relating to Our Indebtedness
- 30Our future financial and operating flexibility could be adversely affected by our level of indebtedness20% rewritten
- 31limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who may be less leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting
- 32Our ability to generate sufficient cash to service our indebtedness depends on many factors, some of which are not within our control
- 33Despite our level of indebtedness, we and our subsidiaries may still incur significant additional amounts of debt, which could further exacerbate the risks associated with our level of indebtedness
- 34The agreements governing our outstanding indebtedness contain restrictions that limit our flexibility in operating our business
- 35engage in any activities other than permitted activities
- 36We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness, and we are exposed to risks related to counterparty credit worthiness or non-performance of these instruments
Other Performance Food Group 10-Ks
- FY2025 10-K risk factors39 risks
Foodservice distribution involves low margins and volatile food and fuel costs sensitive to economic conditions. High indebtedness of $6,990.6 million creates significant debt service and floating interest rate exposure. Labor union negotiations cover 2,400 of approximately 43,000 employees alongside integration risks from the Cheney Brothers acquisition.
Filed Aug 13, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.