UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 1, 2022
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PUBLIX SUPER MARKETS, INC.
(Exact name of Registrant as specified in its charter)
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| Florida |
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000-00981 |
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59-0324412 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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3300 Publix Corporate Parkway
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Lakeland, Florida
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33811 |
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(Zip Code) |
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(863) 688-1188
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 2.02. Results of Operations and Financial Condition
On November 1, 2022, Publix Super Markets, Inc. (Company) issued a press release to report its third quarter results for 2022 and stock price effective November 1, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
The foregoing information, including Exhibit 99.1, is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d). Exhibits
99.1. Press Release dated November 1, 2022
104. Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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PUBLIX SUPER MARKETS, INC. |
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| Dated: November 1, 2022 |
By: |
/s/ David P. Phillips |
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David P. Phillips, Executive Vice President, Chief Financial Officer |
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and Treasurer (Principal Financial and Accounting Officer) |
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Exhibit 99.1
Contact: Maria Brous
(863) 680-5339
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Publix Reports Third Quarter 2022 Results and Stock Price
LAKELAND, Fla., Nov. 1, 2022 Publix’s sales for the three months ended Sept. 24, 2022 were $13 billion, a 9.2% increase from $11.9 billion in 2021. Comparable store sales for the three months ended Sept. 24, 2022 increased 7.6%.
Net earnings for the three months ended Sept. 24, 2022 were $394.1 million, compared to $856.9 million in 2021, a decrease of 54%. Earnings per share for the three months ended Sept. 24, 2022 decreased to $0.12 per share, down from $0.25 per share in 2021, adjusted for the effect of the 5-for-1 stock split that occurred on April 14, 2022. Excluding the impact of net unrealized losses on equity securities in 2022 and net unrealized gains on equity securities in 2021, net earnings for the three months ended Sept. 24, 2022 would have been $808.9 million, compared to $802.5 million in 2021, an increase of 0.8%. Earnings per share would have been $0.24 per share, compared to $0.23 per share in 2021, adjusted for the effect of the stock split.
Publix’s sales for the nine months ended Sept. 24, 2022 were $39.2 billion, a 10.7% increase from $35.4 billion in 2021. Comparable store sales for the nine months ended Sept. 24, 2022 increased 9%.
Net earnings for the nine months ended Sept. 24, 2022 were $1.6 billion, compared to $3.4 billion in 2021, a decrease of 51.2%. Earnings per share for the nine months ended Sept. 24, 2022 decreased to $0.48 per share, down from $0.97 per share in 2021, adjusted for the effect of the stock split. Excluding the impact of net unrealized losses on equity securities in 2022 and net unrealized gains on equity securities in 2021, net earnings for the nine months ended Sept. 24, 2022 would have been $2.8 billion, compared to $2.6 billion in 2021, an increase of 4.7%. Earnings per share would have been $0.81 per share, compared to $0.76 per share in 2021, adjusted for the effect of the stock split.
These amounts are based on unaudited financial statements that will be filed today with the U.S. Securities and Exchange Commission and made available on the company’s website at corporate.publix.com/stock.
Effective Nov. 1, 2022, Publix’s stock price decreased from $13.84 per share to $13.19 per share. Publix stock is not publicly traded and is made available for sale only to current Publix associates and members of its board of directors.
“Unfortunately the stock market continues to be a challenge, but I could not be more proud of Publix’s response to Hurricane Ian,” said Publix CEO Todd Jones. “Our associates’ efforts to serve our customers, our communities and each other during this difficult time have been amazing.”
Non-GAAP Financial Measures
In addition to reporting financial results for the three and nine months ended Sept. 24, 2022 and Sept. 25, 2021 in accordance with U.S. generally accepted accounting principles (GAAP), the company presents net earnings and earnings per share excluding the impact of equity securities being measured at fair value with net unrealized gains and losses from changes in the fair value recognized in earnings (fair value adjustment). These measures are not in accordance with, or an alternative to, GAAP. The company excludes the impact of the fair value adjustment since it is primarily due to temporary equity market fluctuations that do not reflect the company’s operations. The company believes this information is useful in providing period-to-period comparisons of the results of operations. All applicable share and per share amounts have been retroactively adjusted to give effect to the stock split.
Following is a reconciliation of net earnings to net earnings excluding the impact of the fair value adjustment for the three months ended Sept. 24, 2022 and Sept. 25, 2021:
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Three Months Ended |
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Sept. 24, 2022 |
Sept. 25, 2021 |
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(Amounts are in millions, except per share amounts) |
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Net earnings
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$ |
394.1 |
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856.9 |
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| Fair value adjustment, due to net unrealized loss (gain), on equity securities held at end of period |
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556.3 |
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(72.9) |
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Income tax (benefit) expense (1)
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(141.5) |
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18.5 |
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Net earnings excluding impact of fair value adjustment
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$ |
808.9 |
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802.5 |
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Weighted average shares outstanding
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3,366.1 |
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3,444.4 |
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Earnings per share excluding impact of fair value adjustment
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$ |
0.24 |
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0.23 |
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Following is a reconciliation of net earnings to net earnings excluding the impact of the fair value adjustment for the nine months ended Sept. 24, 2022 and Sept. 25, 2021:
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Nine Months Ended |
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Sept. 24, 2022 |
Sept. 25, 2021 |
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(Amounts are in millions, except per share amounts) |
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Net earnings
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$ |
1,640.5 |
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3,361.4 |
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| Fair value adjustment, due to net unrealized loss (gain), on equity securities held at end of period |
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1,495.3 |
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(986.7) |
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| Net gain on sale of equity securities previously recognized through fair value adjustment |
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9.4 |
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Income tax (benefit) expense (1)
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(380.2) |
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248.5 |
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Net earnings excluding impact of fair value adjustment
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$ |
2,755.6 |
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2,632.6 |
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Weighted average shares outstanding
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3,394.4 |
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3,453.6 |
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Earnings per share excluding impact of fair value adjustment
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$ |
0.81 |
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0.76 |
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(1) Income tax (benefit) expense is based on the company’s combined federal and state statutory income tax rates.
Publix, the largest employee-owned company in the U.S. with more than 240,000 associates, currently operates 1,308 stores in Florida, Georgia, Alabama, Tennessee, South Carolina, North Carolina and Virginia. For 25 consecutive years, the company has been recognized by Fortune as a great place to work. In addition, Publix’s dedication to superior quality and customer service is recognized among the top in the grocery business. For more information, visit the company’s newsroom at corporate.publix.com/newsroom. ###
