QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED October 2, 2004

Commission File No.: 0-22192

PERFORMANCE FOOD GROUP COMPANY
(Exact Name of Registrant as Specified in Its Charter)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

As of November 9, 2004, 46,770,972 shares of the issuer's common stock were outstanding.

The Board of Directors and Shareholders
Performance Food Group Company:

We have reviewed the accompanying condensed consolidated balance sheet of Performance Food Group Company and subsidiaries (the Company) as of October 2, 2004, the related condensed consolidated statements of earnings for the three-month and nine-month periods ended October 2, 2004 and September 27, 2003, and the related condensed consolidated statements of cash flows for the nine-month periods ended October 2, 2004 and September 27, 2003. These condensed consolidated financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. A review of interim financial information consists primarily of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) the consolidated balance sheet of Performance Food Group Company and subsidiaries as of January 3, 2004, and the related consolidated statements of earnings, shareholders' equity and cash flows for the year then ended (not presented herein); and in our report dated February 3, 2004, we expressed an unqualified opinion on those consolidated financial statements. Our report referred to changes in accounting for business combinations and goodwill and other intangibles. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 3, 2004 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Richmond, Virginia
November 9, 2004

Notes to Unaudited Condensed Consolidated Financial Statements

Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms "we," "our," "us," or "Performance Food Group" as used in this Form 10-Q refer to Performance Food Group Company and its subsidiaries. References in this Form 10-Q to the 2004 and 2003 quarters and periods refer to our fiscal three-month and nine-month periods ended October 2, 2004 and September 27, 2003, respectively. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Form 10-Q.

On September 16, 2004, we announced that we have begun the process of exploring strategic alternatives for our Fresh-cut produce business. We have retained the services of Goldman, Sachs & Co. to assist us with our review.

Gross profit margin, which we define as gross profit as a percentage of net sales, declined in both the 2004 quarter and period compared to the 2003 quarter and period, driven primarily by our inability to leverage our cost infrastructure in the Fresh-cut segment as we transition our customer and product mix to a more stable base of business. Gross margins were also negatively impacted by a shift in product mix toward more center-of-the-plate products in the Broadline segment and by the impact of inflation in our Customized segment, which operates primarily on a fixed fee-per-case basis.

Our operating expense ratio, which we define as operating expenses as a percentage of net sales, increased in both the 2004 quarter and period compared to the 2003 quarter and period due primarily to increased costs associated with the recent hurricanes and severe weather, as well as higher fuel costs in all of our business segments. Our Fresh-cut segment experienced increased warehouse and delivery expenses related primarily to inefficiencies in our production network and related cross-docking because of the rationalization of certain foodservice customers. In addition, selling expenses increased in Fresh-cut due to increased promotional spending. Broadline operating expenses were also affected by incremental start-up costs related to new multi-unit business. We were able to offset many of these increased costs with improved operating efficiencies. In our Customized segment, incremental costs associated with temporary labor and related costs in connection with a labor dispute at one of our facilities that began in the fourth quarter of 2003 increased operating expenses in the 2004 period. In the 2004 quarter, we received a petition from a majority of our drivers in Elkton, Maryland, stating that they no longer wished to be represented by the union. Accordingly, we were legally obligated to withdraw recognition from the union.

Going forward, we continue to be very focused executing our strategies, adding new capacity and driving operational improvements in each of our business segments. We continue to seek innovative means of servicing our customers and producing a unique product to distinguish ourselves from others in the marketplace.

Consolidated. In the 2004 quarter, net sales increased $159.4 million, or 11.5%, over the 2003 quarter. In the 2004 period, net sales increased $544.3 million, or 13.5%, over the 2003 period. All of our sales growth in the 2004 quarter and period was from existing operations. We estimated that food price inflation contributed approximately 4% to net sales growth in the 2004 quarter and approximately 5% to net sales growth in the 2004 period. All three of our business segments contributed to sales growth in the 2004 quarter and period. Each segment's sales are discussed in more detail in the following paragraphs.

Broadline. In the 2004 quarter, Broadline net sales increased $89.5 million, or 12.7%, over the 2003 quarter. In the 2004 period, Broadline net sales increased $257.9 million, or 12.6%, over the 2003 period. We estimated that food price inflation contributed approximately 4% and 5% to Broadline net sales growth in the 2004 quarter and period, respectively. We rolled out new multi-unit chain business during the first and early second quarters of 2004, which we expect to generate approximately $80 million of annualized sales. Also, in the 2004 quarter, we began the rollout of additional new multi-unit chain business, which is expected to continue into the fourth quarter of 2004. We expect this new business to result in approximately $250 million of annualized sales.

In the 2004 quarter and period, we also continued to increase sales to independent restaurants and generated incremental sales to existing customers and markets. We refer to independent restaurants and other customers serviced by our sales representatives as "street customers." Street customers tend to use more of our proprietary brands and value-added services, resulting in higher margin sales. We continued to increase sales of our proprietary brands, which comprised 25% of street sales in the 2004 period. We also continued to increase sales and sales per delivery at Quality Foods, Inc., one of our Broadline companies that we acquired in May 2002, and we continued to increase our sales of center-of-the-plate items, including beef, poultry, seafood and other proteins. We believe selling more center-of-the-plate items positions us favorably with our customers.

Our Broadline segment's sales were negatively impacted by the hurricanes and severe weather in the Southeast during the 2004 quarter. Although service was temporarily disrupted at several of our locations, none of our facilities sustained significant physical damage. Many of Broadline's restaurant customers in the affected areas experienced lost sales days from hurricane preparations and power outages during and after the storms; difficult traffic access; and physical damage to their sites which delayed, or in some cases may prevent, reopening. We expect Broadline to continue to experience reduced sales to certain customers that suffered storm damage into the fourth quarter of 2004.

Broadline net sales represented 51.5% and 50.9% of our consolidated net sales in the 2004 and 2003 quarters, respectively. Broadline net sales were 50.3% and 50.6% of our consolidated net sales in 2004 and 2003 periods, respectively. The increase as a percentage of our consolidated net sales in the 2004 quarter compared to the 2003 quarter was due mainly to the increased sales in the 2004 quarter discussed above, combined with a slower rate of sales growth in our Fresh-cut segment. The decrease as a percentage of our consolidated net sales in the 2004 period compared to the 2003 period was due primarily to increased sales in our Customized segment discussed below.

Customized. In the 2004 quarter, Customized net sales increased $59.0 million, or 13.1%, over the 2003 quarter. In the 2004 period, Customized net sales increased $222.2 million, or 17.0%, over the 2003 period. We estimated that our Customized segment experienced food price inflation of approximately 7% and 6% in the 2004 quarter and period, respectively. Growth in sales to existing customers combined with inflation led to the increase in Customized net sales for the 2004 quarter and period compared to the 2003 quarter and period. Additionally, the increase in Customized net sales in the 2004 period was partially due to sales to 100 additional Ruby Tuesday locations that began in the second quarter of 2003 and sales to 70 Mimi's Café casual-dining restaurants that began in the first quarter of 2003.

Our Customized segment's sales were negatively impacted by the hurricanes and severe weather in the Southeast during the 2004 quarter. Sales at our Customized distribution center in Florida were affected by the storms. This facility provides deliveries to a large number of national chain customers located throughout Florida and the Southeast. While only a few of our Customized segment's customers were closed for more than several days, we did experience lost sales in the days before, during and after each storm.

Customized net sales represented 32.9% and 32.5% of our consolidated net sales in the 2004 and 2003 quarters, respectively. Customized net sales were 33.5% and 32.5% of our consolidated net sales in the 2004 and 2003 periods, respectively. The increase as a percentage of our consolidated net sales in the 2004 quarter compared to the 2003 quarter was due mainly to increased sales to existing customers and inflation discussed above. The increase as a percentage of our consolidated net sales in the 2004 period compared to the 2003 period was due primarily to sales to the new customers discussed above, inflation and a slower rate of sales growth in our Fresh-cut segment.

Fresh-cut. In the 2004 quarter, Fresh-cut net sales increased $9.5 million, or 4.1%, over the 2003 quarter. In the 2004 period, Fresh-cut net sales increased $62.3 million, or 9.0%, over the 2003 period. We estimated that food price inflation in the 2004 quarter and period was nominal for our Fresh-cut segment. In the 2004 quarter and period, Fresh-cut net sales increased because of higher sales volume to retail customers and favorable changes in product mix towards higher value-added products. This increase in sales volume was due mainly to increased sales of blends, including tender leaf salad products. The tender leaf products sell at higher price points than products consisting mainly of iceberg lettuce. Fresh-cut fruit also contributed to net sales growth in the 2004 quarter and period. While our retail sales continued to grow, the rate of growth in the retail packaged salad category industry-wide slowed in the 2004 period to levels below historical levels. Fresh Express® packaged salads continued to grow faster than the category growth rate. However, the loss of certain foodservice customers negatively impacted our sales growth in the 2004 quarter. Fresh-cut sales may continue to be affected by the reduced category growth of retail packaged salads in the fourth quarter of 2004.

In the 2004 period, the increase in sales was affected by previously mentioned effects of the hurricanes in Florida, the slow category growth of retail packaged salads, and the continued impact of the transition in our customer mix, as we refocus our production and logistics infrastructure toward more stable high-volume retail and foodservice business. In early September, Fresh-cut initiated a promotion for one of its major retail customers. Because of the storms, Fresh-cut did not generate the additional sales expected from the promotional spending. In addition, consumer demand for packaged salad in the areas affected by the hurricanes was dampened due to the loss of electricity in many areas following the storms.

Fresh-cut segment net sales represented 15.8% and 16.9% of our consolidated net sales in the 2004 and 2003 quarters, respectively. Fresh-cut net sales were 16.5% and 17.2% of our consolidated net sales in the 2004 and 2003 periods, respectively. The decrease as a percentage of our consolidated net sales in the 2004 quarter and period compared to the 2003 quarter and period was due primarily to the sales growth in our Broadline and Customized segments discussed above.

Consolidated. In the 2004 quarter, cost of goods sold increased $143.4 million, or 12.2%, to $1.32 billion, compared to $1.17 billion in the 2003 quarter. In the 2004 period, cost of goods sold increased $488.7 million, or 14.4%, to $3.88 billion, compared to $3.39 billion in the 2003 period. Cost of goods sold as a percentage of net sales, or the cost of goods sold ratio, was 85.0% in both the 2004 quarter and period, compared to 84.5% in the 2003 quarter and 84.4% in the 2003 period. The increase in the cost of goods sold was due primarily to inflation and other factors discussed below.

Broadline. Our Broadline segment's cost of goods sold ratio in the 2004 quarter and period increased compared to the 2003 quarter and period. Food product inflation in the 2004 quarter and period contributed to Broadline's increase in the cost of goods sold ratio. In addition, Broadline's cost of goods sold ratio increased due to a higher sales mix of center-of-the-plate items, which we believe positions us favorably with our customers. Center-of-the-plate items typically have a lower gross margin percentage than other products, due to their higher cost per case and are usually sold on a cost-per-pound basis rather than a percentage markup. Products in the meat category have been particularly impacted by inflation in the 2004 quarter and period. Although a higher sales mix of center-of-the-plate items can result in a lower gross margin, our strength in this category is an important part of our strategy to grow our higher margin street sales. Additionally, Quality Foods has experienced erosion in its cost of goods sold ratio due to competitive pressures and a shift in sales mix towards multi-unit business. We expect the impact of Quality Foods to continue for the remainder of 2004 at a reduced rate.

Customized. Our Customized segment's cost of goods sold as a percentage of net sales increased in the 2004 quarter and period compared to the 2003 quarter and period mainly as a result of food product inflation. Although the higher food cost was passed on to customers and did not negatively impact the Customized segment's gross profit dollars, it resulted in lower gross profit as a percentage of net sales.

Fresh-cut. Our Fresh-cut segment's cost of goods sold as a percentage of net sales increased in the 2004 quarter and period compared to the 2003 quarter and period as a result of several factors. Our long-term plan has been to rationalize some of Fresh-cut's non-value added foodservice business. However, the transition moved at a faster pace than planned and the loss of sales from certain foodservice customers who exited during the 2004 quarter and period, including competitors of Performance Food Group's distribution business, also contributed to the increase in the cost of goods sold ratio. We will continue to experience a higher cost of goods sold ratio until we can adjust our cost structure to reflect this loss of foodservice revenue.

In the 2004 quarter, Fresh-cut's cost of goods sold ratio was also negatively impacted by the hurricanes and severe weather in the Southeast. Fresh-cut experienced some product loss in delivering its products to customers' distribution centers in the areas affected by the storms.

In the 2004 period, we rolled out new fruit products to certain key customers more quickly than planned. These products also increased our cost of goods sold ratio. We expect these higher costs to continue at a diminishing rate over the remainder of 2004. In addition, in January 2004, Fresh-cut's cost of goods sold was affected by residual higher lettuce costs related to raw material supply disruptions in late 2003. We have implemented measures to mitigate the agricultural risks impacting our Fresh-cut segment, including contracting for a higher percentage of our raw product needs during certain times of the year. Our contracting program has succeeded in providing adequate product to meet our needs, despite poor weather on the West Coast in October 2004, which has negatively impacted product yields and related production efficiency.

In the 2004 quarter, gross profit increased $16.0 million, or 7.4%, to $231.4 million, compared to $215.4 million in the 2003 quarter. In the 2004 period, gross profit increased $55.6 million, or 8.8%, to $685.3 million, compared to $629.7 million in the 2003 period. Gross profit margin was 15.0% in both the 2004 quarter and period, respectively, compared to 15.5% and 15.6% in the 2003 quarter and period, respectively. The decline in gross profit margin in all of our segments is discussed above in "Cost of goods sold."

Consolidated. In the 2004 quarter, operating expenses increased $22.1 million, or 12.6%, to $197.6 million, compared to $175.6 million in the 2003 quarter. In the 2004 period, operating expenses increased $83.8 million, or 16.2%, to $599.5 million, compared to $515.8 million in the 2003 period. Our operating expense ratio was 12.8% in the 2004 quarter and 13.1% in the 2004 period, compared to 12.6% in the 2003 quarter and 12.8% in the 2003 period. The increase in the operating expense ratio was due mainly to incremental costs associated with recent hurricanes and severe weather, as well as higher fuel costs in all of our business segments and incremental transitional expenses related to Broadline's new multi-unit business, all discussed below. We were able to offset many of these increases with improved operating efficiencies.

Broadline. Our Broadline segment's operating expense ratio declined slightly in the 2004 quarter and period from the 2003 quarter and period, due primarily to improved operating efficiencies in warehousing and transportation, partially offset by start-up expenses for new multi-unit business and the impact of the hurricanes and severe weather in the Southeast. Also, Broadline may experience increased bad debts in the fourth quarter of 2004 related to customers who may be unable to recover from the effects of the storms.

Customized. Our Customized segment's operating expense ratio decreased in the 2004 quarter and period from the 2003 quarter and period due to the impact of operating at or near full capacity in most of our facilities and to the effects of food product inflation on net sales, resulting in a lower operating expense ratio, partially offset by higher insurance and fuel costs, and the costs associated with our previously disclosed labor dispute, discussed below.

In the fourth quarter of 2003, certain drivers at the Elkton, Maryland facility went on strike. We incurred incremental costs in the 2004 period of $3.4 million to engage replacement drivers to maintain the service level to our customers, to provide additional security at the facility, and to pay our legal counsel. In the 2004 quarter, we received a petition from a majority of our drivers in Elkton, Maryland, stating that they no longer wished to be represented by the union. Accordingly, we were legally obligated to withdraw recognition from the union.

Sales at our Customized distribution center in Florida were affected by the storms. This facility provides deliveries to a large number of national chain customers located throughout Florida and the Southeast. While only a few of our Customized segment's customers were closed for more than several days, we did experience increased costs in providing deliveries to customers during the periods before and after each storm.

Fresh-cut. Our Fresh-cut segment's operating expense ratio increased in the 2004 quarter and period from the 2003 quarter and period mainly because of increased operating expenses compounded by the loss of foodservice revenue discussed above. Operating expenses increased due to higher employee-related expenses, legal and consulting fees, data-processing expenses and increased fuel costs. A major initiative continues to be optimizing our logistics infrastructure as we continue this transition (see "Cost of goods sold" above). In addition, selling expenses increased in the 2004 quarter and period compared to the 2003 quarter and period due to higher promotional spending. Fresh-cut also experienced higher transportation costs in delivering its products to customers' distribution centers in the areas affected by the hurricanes and severe weather.

Corporate. Our Corporate segment's operating expenses increased in the 2004 quarter and period compared to the 2003 quarter and period primarily because of increased professional fees related mainly to our compliance program associated with Section 404 of the Sarbanes-Oxley Act of 2002, higher insurance costs and severance costs.