Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, the
impact of PFGs proposed acquisition of Core-Mark (the Transaction) and other non-historical statements. You can identify these forward-looking statements by the use of words such as
outlook, believes, expects, potential, continues, may, will, should, could, seeks, projects, predicts,
intends, plans, estimates, anticipates or the negative version of these words or other comparable words.
Such forward-looking statements are subject to various risks and uncertainties. The following factors, in addition to those discussed under the section
entitled Item 1A. Risk Factors in the Core-Mark Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission (the SEC) on
March 1, 2021, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SECs website at www.sec.gov, could cause actual future results to differ materially from those expressed in
any forward-looking statements: the risk that U.S. federal antitrust clearance or other approvals required for the Transaction may be delayed or not obtained or are obtained subject to conditions that are not anticipated that could require the
exertion of managements time and resources or otherwise have an adverse effect on Core-Mark; the possibility that conditions to the consummation of the Transaction, including approval by Core-Mark stockholders, will not be satisfied or
completed on a timely basis and accordingly the Transaction may not be consummated on a timely basis or at all; uncertainty as to the expected financial performance of the combined company following completion of the Transaction; the possibility
that the expected synergies and value creation from the Transaction will not be realized or will not be realized within the expected time period; the exertion of our managements time and resources, and other expenses incurred and business
changes required, in connection with complying with the undertakings in connection with U.S. federal antitrust clearance or other third-party consents or approvals for the Transaction; the risk that unexpected costs will be incurred in connection
with the completion and/or integration of the Transaction or that the integration of Core-Mark will be more difficult or time consuming than expected; a downgrade of the credit ratings of our indebtedness, which could give rise to an obligation to
redeem existing indebtedness; potential litigation in connection with the Transaction may affect the timing or occurrence of the Transaction or result in significant costs of defense, indemnification and liability; the inability to retain key
personnel; the possibility that competing offers will be made to acquire Core-Mark; disruption from the announcement, pendency and/or completion of the Transaction, including potential adverse reactions or changes to business relationships with
customers, employees, suppliers or regulators, making it more difficult to maintain business and operational relationships; and the risk that, following the Transaction, the combined company may not be able to effectively manage its expanded
operations; the extent and duration of the disruption to business activities caused by the global health crisis associated with the novel coronavirus pandemic (COVID-19) outbreak, including the
effects on vehicle miles driven, on the financial health of Core-Marks business partners, on supply chains, and on financial and capital markets; declining cigarette sales volumes; Core-Marks dependence on the convenience retail industry
for revenues; Core-Marks dependence on qualified labor, senior management and other key personnel; competition in Core-Marks distribution markets, including product, service and pricing pressures related to
COVID-19; risks and costs associated with efforts to grow Core-Marks business through acquisitions; the dependence of some of Core-Marks distribution centers on a few relatively large customers;
manufacturers or retail customers adopting direct distribution channels; fuel and other transportation costs; failure, disruptions or security breaches of Core-Marks information technology systems; the
low-margin nature of cigarette and consumable goods distribution; Core-Marks reliance on manufacturer discount and incentive programs and cigarette excise stamping allowances; Core-Marks dependence
on relatively few suppliers and Core-Marks ability to maintain favorable supplier arrangements; disruptions in suppliers operations, including the impact of COVID-19 on Core-Marks suppliers
as well as supply chain, including potential problems with inventory availability and the potential result of higher cost of product and freight due to high demand of products and low supply for an unpredictable period of time; product liability and
counterfeit product claims and manufacturer recalls of products, including ongoing litigation related to Juul products; Core-Marks ability to achieve the expected benefits of implementation of marketing initiatives; failing to maintain
Core-Marks brand and reputation; unexpected outcomes in legal proceedings; attempts by unions to organize employees; increasing expenses related to employee health benefits; changes to minimum wage laws; failure to comply with governmental
regulations or substantial changes to governmental regulations, including increased regulation of electronic cigarette and other alternative nicotine products; risks related to changes to Core-Marks workforce, including reductions to hours,
headcount and benefits as a result of COVID-19; earthquake and natural disaster damage; increases in the number or severity of insurance and claims expenses; legislation, regulations and other matters
negatively affecting the cigarette, tobacco and alternative nicotine industry; increases in excise taxes or reduction in credit terms by taxing jurisdictions; potential liabilities associated with sales of cigarettes and other tobacco products;
changes to federal, state or provincial income tax legislation; reduction in the payment of dividends; currency exchange rate fluctuations; Core-Marks ability to borrow additional capital; restrictive covenants in Core-Marks credit
facility; and changes to accounting rules or regulations.
Accordingly, there are or will be important factors that could cause actual outcomes or results
to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this communication and in our filings with
the SEC. Any forward-looking statement, including any contained herein, speaks only as of the time of this communication or as of the date they were made and we do not undertake to update or revise them as more information becomes available or to
disclose any facts, events, or circumstances after the date of this communication or our these statements, as applicable, that may affect the accuracy of any forward-looking statement, except as required by law.