UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended AprilJuly 1, 2023
Commission File Number: 000-00981
PUBLIX SUPER MARKETS, INC.
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
Florida | | 59-0324412 |
(State of incorporation) | | (I.R.S. Employer Identification No.) |
| |
3300 Publix Corporate Parkway Lakeland, Florida | | 33811 |
(Address of principal executive offices) | | (Zip Code) |
(863) 688-1188
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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 and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.
Yes X No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer X
Smaller reporting company Emerging growth company
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.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No X
The number of shares of the Registrant’s common stock outstanding as of AprilJuly 14, 2023 was 3,339,000,000.3,324,000,000.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts are in millions, except par value)
(Unaudited)
| | | April 1, 2023 | | December 31, 2022 | | | July 1, 2023 | | December 31, 2022 | |
ASSETS | ASSETS | | ASSETS | |
Current assets: | Current assets: | | Current assets: | |
Cash and cash equivalents | Cash and cash equivalents | | $ | 1,561 | | | 1,336 | | | Cash and cash equivalents | | $ | 1,563 | | | 1,336 | | |
Short-term investments | Short-term investments | | 751 | | | 566 | | | Short-term investments | | 1,087 | | | 566 | | |
Trade receivables | Trade receivables | | 1,078 | | | 1,106 | | | Trade receivables | | 1,072 | | | 1,106 | | |
Inventories | Inventories | | 2,399 | | | 2,341 | | | Inventories | | 2,346 | | | 2,341 | | |
Prepaid expenses | Prepaid expenses | | 81 | | | 74 | | | Prepaid expenses | | 83 | | | 74 | | |
Total current assets | Total current assets | | 5,870 | | | 5,423 | | | Total current assets | | 6,151 | | | 5,423 | | |
Long-term investments | Long-term investments | | 11,429 | | | 10,992 | | | Long-term investments | | 11,464 | | | 10,992 | | |
| Other noncurrent assets | Other noncurrent assets | | 561 | | | 561 | | | Other noncurrent assets | | 566 | | | 561 | | |
Operating lease right-of-use assets | Operating lease right-of-use assets | | 3,044 | | | 2,979 | | | Operating lease right-of-use assets | | 3,079 | | | 2,979 | | |
Property, plant and equipment | Property, plant and equipment | | 19,122 | | | 18,688 | | | Property, plant and equipment | | 19,494 | | | 18,688 | | |
Accumulated depreciation | Accumulated depreciation | | (7,785) | | | (7,596) | | | Accumulated depreciation | | (7,978) | | | (7,596) | | |
Net property, plant and equipment | Net property, plant and equipment | | 11,337 | | | 11,092 | | | Net property, plant and equipment | | 11,516 | | | 11,092 | | |
| | $ | 32,241 | | | 31,047 | | | | $ | 32,776 | | | 31,047 | | |
LIABILITIES AND EQUITY | LIABILITIES AND EQUITY | | | | | | LIABILITIES AND EQUITY | | | | | |
Current liabilities: | Current liabilities: | | Current liabilities: | |
Accounts payable | Accounts payable | | $ | 2,954 | | | 2,812 | | | Accounts payable | | $ | 2,807 | | | 2,812 | | |
Accrued expenses: | Accrued expenses: | | Accrued expenses: | |
Contributions to retirement plans | Contributions to retirement plans | | 324 | | | 687 | | | Contributions to retirement plans | | 458 | | | 687 | | |
Self-insurance reserves | Self-insurance reserves | | 217 | | | 210 | | | Self-insurance reserves | | 220 | | | 210 | | |
Salaries and wages | Salaries and wages | | 283 | | | 205 | | | Salaries and wages | | 371 | | | 205 | | |
| Other | Other | | 529 | | | 637 | | | Other | | 582 | | | 637 | | |
Current portion of long-term debt | Current portion of long-term debt | | 22 | | | 36 | | | Current portion of long-term debt | | 8 | | | 36 | | |
Current portion of operating lease liabilities | Current portion of operating lease liabilities | | 359 | | | 359 | | | Current portion of operating lease liabilities | | 360 | | | 359 | | |
Income taxes | Income taxes | | 269 | | | 226 | | | Income taxes | | 130 | | | 226 | | |
Total current liabilities | Total current liabilities | | 4,957 | | | 5,172 | | | Total current liabilities | | 4,936 | | | 5,172 | | |
Deferred income taxes | Deferred income taxes | | 668 | | | 575 | | | Deferred income taxes | | 686 | | | 575 | | |
Self-insurance reserves | Self-insurance reserves | | 272 | | | 268 | | | Self-insurance reserves | | 278 | | | 268 | | |
Long-term debt | Long-term debt | | 43 | | | 43 | | | Long-term debt | | 52 | | | 43 | | |
Operating lease liabilities | Operating lease liabilities | | 2,606 | | | 2,573 | | | Operating lease liabilities | | 2,619 | | | 2,573 | | |
Finance lease liabilities | Finance lease liabilities | | 432 | | | 423 | | | Finance lease liabilities | | 464 | | | 423 | | |
Other noncurrent liabilities | Other noncurrent liabilities | | 131 | | | 141 | | | Other noncurrent liabilities | | 130 | | | 141 | | |
Total liabilities | Total liabilities | | 9,109 | | | 9,195 | | | Total liabilities | | 9,165 | | | 9,195 | | |
Common stock related to Employee Stock Ownership Plan (ESOP) | Common stock related to Employee Stock Ownership Plan (ESOP) | | 4,664 | | | 4,029 | | | Common stock related to Employee Stock Ownership Plan (ESOP) | | 4,391 | | | 4,029 | | |
Stockholders’ equity: | Stockholders’ equity: | | | | | | Stockholders’ equity: | | | | | |
Common stock of $1 par value. Authorized 4,000 shares; issued 3,347 shares in 2023 and 3,324 shares in 2022 | Common stock of $1 par value. Authorized 4,000 shares; issued 3,347 shares in 2023 and 3,324 shares in 2022 | | 3,347 | | | 3,324 | | | Common stock of $1 par value. Authorized 4,000 shares; issued 3,347 shares in 2023 and 3,324 shares in 2022 | | 3,347 | | | 3,324 | | |
Additional paid-in capital | Additional paid-in capital | | 2,004 | | | 1,687 | | | Additional paid-in capital | | 2,004 | | | 1,687 | | |
Retained earnings | Retained earnings | | 18,355 | | | 17,413 | | | Retained earnings | | 19,118 | | | 17,413 | | |
Treasury stock at cost, 7 shares in 2023 | | (99) | | | — | | | |
Treasury stock at cost, 22 shares in 2023 | | Treasury stock at cost, 22 shares in 2023 | | (319) | | | — | | |
Accumulated other comprehensive losses | Accumulated other comprehensive losses | | (511) | | | (609) | | | Accumulated other comprehensive losses | | (576) | | | (609) | | |
Common stock related to ESOP | Common stock related to ESOP | | (4,664) | | | (4,029) | | | Common stock related to ESOP | | (4,391) | | | (4,029) | | |
Total stockholders’ equity | Total stockholders’ equity | | 18,432 | | | 17,786 | | | Total stockholders’ equity | | 19,183 | | | 17,786 | | |
Noncontrolling interests | Noncontrolling interests | | 36 | | | 37 | | | Noncontrolling interests | | 37 | | | 37 | | |
Total equity | Total equity | | 23,132 | | | 21,852 | | | Total equity | | 23,611 | | | 21,852 | | |
| | $ | 32,241 | | | 31,047 | | | | $ | 32,776 | | | 31,047 | | |
See accompanying notes to condensed consolidated financial statements.
1
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in millions, except per share amounts)
(Unaudited)
| | | | Three Months Ended | | | | Three Months Ended | |
| | | April 1, 2023 | | March 26, 2022 | | | | July 1, 2023 | | June 25, 2022 | |
Revenues: | Revenues: | | Revenues: | |
Sales | Sales | | $ | 14,332 | | | 13,241 | | | Sales | | $ | 14,086 | | | 12,937 | | |
Other operating income | Other operating income | | 106 | | | 95 | | | Other operating income | | 103 | | | 98 | | |
Total revenues | Total revenues | | 14,438 | | | 13,336 | | | Total revenues | | 14,189 | | | 13,035 | | |
Costs and expenses: | Costs and expenses: | | | | | | Costs and expenses: | | | | | |
Cost of merchandise sold | Cost of merchandise sold | | 10,528 | | | 9,567 | | | Cost of merchandise sold | | 10,380 | | | 9,477 | | |
Operating and administrative expenses | Operating and administrative expenses | | 2,695 | | | 2,487 | | | Operating and administrative expenses | | 2,739 | | | 2,485 | | |
Total costs and expenses | Total costs and expenses | | 13,223 | | | 12,054 | | | Total costs and expenses | | 13,119 | | | 11,962 | | |
Operating profit | Operating profit | | 1,215 | | | 1,282 | | | Operating profit | | 1,070 | | | 1,073 | | |
Investment income (loss) | Investment income (loss) | | 328 | | | (523) | | | Investment income (loss) | | 299 | | | (303) | | |
| Other nonoperating income, net | Other nonoperating income, net | | 26 | | | 26 | | | Other nonoperating income, net | | 32 | | | 22 | | |
Earnings before income tax expense | Earnings before income tax expense | | 1,569 | | | 785 | | | Earnings before income tax expense | | 1,401 | | | 792 | | |
Income tax expense | Income tax expense | | 328 | | | 167 | | | Income tax expense | | 304 | | | 164 | | |
Net earnings | Net earnings | | $ | 1,241 | | | 618 | | | Net earnings | | $ | 1,097 | | | 628 | | |
Weighted average shares outstanding | Weighted average shares outstanding | | 3,328 | | | 3,416 | | | Weighted average shares outstanding | | 3,332 | | | 3,401 | | |
Earnings per share | Earnings per share | | $ | 0.37 | | | 0.18 | | | Earnings per share | | $ | 0.33 | | | 0.18 | | |
|
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | |
| | April 1, 2023 | | | March 26, 2022 | |
Net earnings | | | $ | 1,241 | | | | | | 618 | | | |
Other comprehensive earnings: | | | | | | | | | | |
Unrealized gain (loss) on debt securities net of income taxes of $33.4 and $(127.7) in 2023 and 2022, respectively. | | | 98 | | | | | | (375) | | | |
Reclassification adjustment for net realized gain on debt securities net of income taxes of $(0.3) in 2022. | | | — | | | | | | (1) | | | |
| | | | | | | | | | |
Comprehensive earnings | | | $ | 1,339 | | | | | | 242 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | |
| | July 1, 2023 | | | June 25, 2022 | |
Net earnings | | | $ | 1,097 | | | | | | 628 | | | |
Other comprehensive (losses) earnings: | | | | | | | | | | |
Unrealized loss on debt securities net of income taxes of $(22.1) and $(59.6) in 2023 and 2022, respectively. | | | (65) | | | | | | (175) | | | |
| | | | | | | | | | |
Adjustment to postretirement benefit obligation net of income taxes of $0.2 in 2022. | | | — | | | | | | 1 | | | |
Comprehensive earnings | | | $ | 1,032 | | | | | | 454 | | | |
See accompanying notes to condensed consolidated financial statements.
2
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in millions, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Six Months Ended | | |
| | July 1, 2023 | | | June 25, 2022 | |
Revenues: | | | | | | | | | | |
Sales | | | $ | 28,418 | | | | | | 26,178 | | | |
Other operating income | | | 209 | | | | | | 193 | | | |
Total revenues | | | 28,627 | | | | | | 26,371 | | | |
Costs and expenses: | | | | | | | | | | |
Cost of merchandise sold | | | 20,908 | | | | | | 19,044 | | | |
Operating and administrative expenses | | | 5,434 | | | | | | 4,972 | | | |
Total costs and expenses | | | 26,342 | | | | | | 24,016 | | | |
Operating profit | | | 2,285 | | | | | | 2,355 | | | |
Investment income (loss) | | | 627 | | | | | | (826) | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Other nonoperating income, net | | | 58 | | | | | | 48 | | | |
Earnings before income tax expense | | | 2,970 | | | | | | 1,577 | | | |
Income tax expense | | | 632 | | | | | | 331 | | | |
Net earnings | | | $ | 2,338 | | | | | | 1,246 | | | |
Weighted average shares outstanding | | | 3,330 | | | | | | 3,409 | | | |
Earnings per share | | | $ | 0.70 | | | | | | 0.37 | | | |
| | | | | | | | | | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Six Months Ended | | |
| | July 1, 2023 | | | June 25, 2022 | |
Net earnings | | | $ | 2,338 | | | | | | 1,246 | | | |
Other comprehensive earnings (losses): | | | | | | | | | | |
Unrealized gain (loss) on debt securities net of income taxes of $11.3 and $(187.3) in 2023 and 2022, respectively. | | | 33 | | | | | | (550) | | | |
Reclassification adjustment for net realized gain on debt securities net of income taxes of $(0.3) in 2022. | | | — | | | | | | (1) | | | |
Adjustment to postretirement benefit obligation net of income taxes of $0.2 in 2022. | | | — | | | | | | 1 | | | |
Comprehensive earnings | | | $ | 2,371 | | | | | | 696 | | | |
See accompanying notes to condensed consolidated financial statements.
3
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in millions)
(Unaudited)
| | | | Three Months Ended | | | | Six Months Ended | |
| | | April 1, 2023 | | March 26, 2022 | | | | July 1, 2023 | | June 25, 2022 | |
Cash flows from operating activities: | Cash flows from operating activities: | | Cash flows from operating activities: | |
Cash received from customers | Cash received from customers | | $ | 14,422 | | | 13,329 | | | Cash received from customers | | $ | 28,577 | | | 26,343 | | |
Cash paid to employees and suppliers | Cash paid to employees and suppliers | | (12,768) | | | (11,800) | | | Cash paid to employees and suppliers | | (25,368) | | | (23,249) | | |
Income taxes paid | Income taxes paid | | (223) | | | (6) | | | Income taxes paid | | (605) | | | (403) | | |
Self-insured claims paid | Self-insured claims paid | | (113) | | | (112) | | | Self-insured claims paid | | (256) | | | (240) | | |
Dividends and interest received | Dividends and interest received | | 94 | | | 74 | | | Dividends and interest received | | 188 | | | 153 | | |
Other operating cash receipts | Other operating cash receipts | | 105 | | | 94 | | | Other operating cash receipts | | 208 | | | 191 | | |
Other operating cash payments | Other operating cash payments | | (8) | | | (6) | | | Other operating cash payments | | (14) | | | (18) | | |
Net cash provided by operating activities | Net cash provided by operating activities | | 1,509 | | | 1,573 | | | Net cash provided by operating activities | | 2,730 | | | 2,777 | | |
Cash flows from investing activities: | Cash flows from investing activities: | | | | | | Cash flows from investing activities: | | | | | |
Payment for capital expenditures | Payment for capital expenditures | | (492) | | | (402) | | | Payment for capital expenditures | | (884) | | | (788) | | |
Proceeds from sale of property, plant and equipment | Proceeds from sale of property, plant and equipment | | 1 | | | 18 | | | Proceeds from sale of property, plant and equipment | | 11 | | | 19 | | |
Payment for investments | Payment for investments | | (459) | | | (1,139) | | | Payment for investments | | (1,160) | | | (1,155) | | |
Proceeds from sale and maturity of investments | Proceeds from sale and maturity of investments | | 193 | | | 203 | | | Proceeds from sale and maturity of investments | | 620 | | | 689 | | |
Net cash used in investing activities | Net cash used in investing activities | | (757) | | | (1,320) | | | Net cash used in investing activities | | (1,413) | | | (1,235) | | |
Cash flows from financing activities: | Cash flows from financing activities: | | | | | | Cash flows from financing activities: | | | | | |
Payment for acquisition of common stock | Payment for acquisition of common stock | | (317) | | | (538) | | | Payment for acquisition of common stock | | (575) | | | (1,271) | | |
Proceeds from sale of common stock | Proceeds from sale of common stock | | 108 | | | 101 | | | Proceeds from sale of common stock | | 146 | | | 208 | | |
Dividends paid | Dividends paid | | (299) | | | (253) | | | Dividends paid | | (633) | | | (560) | | |
Repayment of long-term debt | Repayment of long-term debt | | (19) | | | (15) | | | Repayment of long-term debt | | (28) | | | (21) | | |
| Other, net | | Other, net | | — | | | (2) | | |
Net cash used in financing activities | Net cash used in financing activities | | (527) | | | (705) | | | Net cash used in financing activities | | (1,090) | | | (1,646) | | |
Net increase (decrease) in cash and cash equivalents | Net increase (decrease) in cash and cash equivalents | | 225 | | | (452) | | | Net increase (decrease) in cash and cash equivalents | | 227 | | | (104) | | |
Cash and cash equivalents at beginning of period | Cash and cash equivalents at beginning of period | | 1,336 | | | 1,132 | | | Cash and cash equivalents at beginning of period | | 1,336 | | | 1,132 | | |
Cash and cash equivalents at end of period | Cash and cash equivalents at end of period | | $ | 1,561 | | | 680 | | | Cash and cash equivalents at end of period | | $ | 1,563 | | | 1,028 | | |
See accompanying notes to condensed consolidated financial statements. (Continued)
34
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | |
| | April 1, 2023 | | | March 26, 2022 | |
Reconciliation of net earnings to net cash provided by operating activities: | | | | | | | | | | |
Net earnings | | | $ | 1,241 | | | | | | 618 | | | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | | | | |
Depreciation and amortization | | | 222 | | | | | | 202 | | | |
Increase in last-in, first-out (LIFO) reserve | | | 34 | | | | | | 32 | | | |
Retirement contributions paid or payable in common stock | | | 118 | | | | | | 113 | | | |
Deferred income taxes | | | 60 | | | | | | (154) | | | |
Loss (gain) on disposal and impairment of long-lived assets | | | 1 | | | | | | (1) | | | |
(Gain) loss on investments | | | (246) | | | | | | 580 | | | |
Net amortization of investments | | | 15 | | | | | | 21 | | | |
Changes in operating assets and liabilities providing (requiring) cash: | | | | | | | | | | |
Trade receivables | | | 28 | | | | | | 61 | | | |
Inventories | | | (92) | | | | | | 15 | | | |
Other assets | | | (5) | | | | | | (2) | | | |
Accounts payable and accrued expenses | | | 86 | | | | | | (222) | | | |
Income taxes | | | 43 | | | | | | 311 | | | |
Other liabilities | | | 4 | | | | | | (1) | | | |
Total adjustments | | | 268 | | | | | | 955 | | | |
Net cash provided by operating activities | | | $ | 1,509 | | | | | | 1,573 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Six Months Ended | | |
| | July 1, 2023 | | | June 25, 2022 | |
Reconciliation of net earnings to net cash provided by operating activities: | | | | | | | | | | |
Net earnings | | | $ | 2,338 | | | | | | 1,246 | | | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | | | | |
Depreciation and amortization | | | 447 | | | | | | 408 | | | |
Increase in last-in, first-out (LIFO) reserve | | | 70 | | | | | | 88 | | | |
Retirement contributions paid or payable in common stock | | | 238 | | | | | | 225 | | | |
Deferred income taxes | | | 100 | | | | | | (211) | | | |
(Gain) loss on disposal and impairment of long-lived assets | | | (7) | | | | | | 2 | | | |
(Gain) loss on investments | | | (455) | | | | | | 938 | | | |
Net amortization of investments | | | 29 | | | | | | 42 | | | |
Changes in operating assets and liabilities providing (requiring) cash: | | | | | | | | | | |
Trade receivables | | | 34 | | | | | | 72 | | | |
Inventories | | | (75) | | | | | | (85) | | | |
Other assets | | | 13 | | | | | | (8) | | | |
Accounts payable and accrued expenses | | | 85 | | | | | | (72) | | | |
Income taxes | | | (96) | | | | | | 131 | | | |
Other liabilities | | | 9 | | | | | | 1 | | | |
Total adjustments | | | 392 | | | | | | 1,531 | | | |
Net cash provided by operating activities | | | $ | 2,730 | | | | | | 2,777 | | | |
See accompanying notes to condensed consolidated financial statements.
45
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts are in millions, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | Additional Paid-in Capital | Retained Earnings | Common Stock (Acquired from) Sold to Stock- holders | Accumu- lated Other Compre- hensive Earnings (Losses) | Common Stock Related to ESOP | Total Stock- holders’ Equity | |
| 2023 | | | | | | | | | | | | | | | | | | | | | | |
| Balances at December 31, 2022 | | $ | 3,324 | | | | 1,687 | | | | 17,413 | | | | — | | | | (609) | | | | (4,029) | | | | 17,786 | | | |
| Comprehensive earnings | | — | | | | — | | | | 1,241 | | | | — | | | | 98 | | | | — | | | | 1,339 | | | |
| Dividends, $0.09 per share | | — | | | | — | | | | (299) | | | | — | | | | — | | | | — | | | | (299) | | | |
| Contribution of 31 shares to retirement plan | | 22 | | | | 309 | | | | — | | | | 119 | | | | — | | | | — | | | | 450 | | | |
| Acquisition of 23 shares from stockholders | | — | | | | — | | | | — | | | | (317) | | | | — | | | | — | | | | (317) | | | |
| Sale of 8 shares to stockholders | | 1 | | | | 8 | | | | — | | | | 99 | | | | — | | | | — | | | | 108 | | | |
| Change for ESOP related shares | | — | | | | — | | | | — | | | | — | | | | — | | | | (635) | | | | (635) | | | |
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| | | | | | | | | | | | | | | | | | | | | | | |
| Balances at April 1, 2023 | | $ | 3,347 | | | | 2,004 | | | | 18,355 | | | | (99) | | | | (511) | | | | (4,664) | | | | 18,432 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| 2022 | | | | | | | | | | | | | | | | | | | | | |
| Balances at December 25, 2021 | | $ | 3,418 | | | | 1,426 | | | | 17,156 | | | | — | | | | (5) | | | | (3,825) | | | | 18,170 | | |
| Comprehensive earnings | | — | | | | — | | | | 618 | | | | — | | | | (376) | | | | — | | | | 242 | | |
| Dividends, $0.074 per share | | — | | | | — | | | | (253) | | | | — | | | | — | | | | — | | | | (253) | | |
| Contribution of 31 shares to retirement plan | | 20 | | | | 254 | | | | — | | | | 153 | | | | — | | | | — | | | | 427 | | |
| Acquisition of 40 shares from stockholders | | — | | | | — | | | | — | | | | (538) | | | | — | | | | — | | | | (538) | | |
| Sale of 8 shares to stockholders | | — | | | | — | | | | — | | | | 101 | | | | — | | | | — | | | | 101 | | |
| Change for ESOP related shares | | — | | | | — | | | | — | | | | — | | | | — | | | | (600) | | | | (600) | | |
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| Balances at March 26, 2022 | | $ | 3,438 | | | | 1,680 | | | | 17,521 | | | | (284) | | | | (381) | | | | (4,425) | | | | 17,549 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | Additional Paid-in Capital | Retained Earnings | Common Stock (Acquired from) Sold to Stock- holders | Accumu- lated Other Compre- hensive Earnings (Losses) | Common Stock Related to ESOP | Total Stock- holders’ Equity | |
| 2023 | | | | | | | | | | | | | | | | | | | | | | |
| Balances at December 31, 2022 | | $ | 3,324 | | | | 1,687 | | | | 17,413 | | | | — | | | | (609) | | | | (4,029) | | | | 17,786 | | | |
| Comprehensive earnings | | — | | | | — | | | | 1,241 | | | | — | | | | 98 | | | | — | | | | 1,339 | | | |
| Dividends, $0.09 per share | | — | | | | — | | | | (299) | | | | — | | | | — | | | | — | | | | (299) | | | |
| Contribution of 31 shares to retirement plan | | 22 | | | | 309 | | | | — | | | | 119 | | | | — | | | | — | | | | 450 | | | |
| Acquisition of 23 shares from stockholders | | — | | | | — | | | | — | | | | (317) | | | | — | | | | — | | | | (317) | | | |
| Sale of 8 shares to stockholders | | 1 | | | | 8 | | | | — | | | | 99 | | | | — | | | | — | | | | 108 | | | |
| Change for ESOP related shares | | — | | | | — | | | | — | | | | — | | | | — | | | | (635) | | | | (635) | | | |
| Balances at April 1, 2023 | | 3,347 | | | | 2,004 | | | | 18,355 | | | | (99) | | | | (511) | | | | (4,664) | | | | 18,432 | | | |
| Comprehensive earnings | | — | | | | — | | | | 1,097 | | | | — | | | | (65) | | | | — | | | | 1,032 | | | |
| Dividends, $0.10 per share | | — | | | | — | | | | (334) | | | | — | | | | — | | | | — | | | | (334) | | | |
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| Acquisition of 17 shares from stockholders | | — | | | | — | | | | — | | | | (258) | | | | — | | | | — | | | | (258) | | | |
| Sale of 2 shares to stockholders | | — | | | | — | | | | — | | | | 38 | | | | — | | | | — | | | | 38 | | | |
| Change for ESOP related shares | | — | | | | — | | | | — | | | | — | | | | — | | | | 273 | | | | 273 | | | |
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| Balances at July 1, 2023 | | $ | 3,347 | | | | 2,004 | | | | 19,118 | | | | (319) | | | | (576) | | | | (4,391) | | | | 19,183 | | | |
See accompanying notes to condensed consolidated financial statements.
56
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts are in millions, except per share amounts)
(Unaudited)
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| | Common Stock | Additional Paid-in Capital | Retained Earnings | Common Stock (Acquired from) Sold to Stock- holders | Accumu- lated Other Compre- hensive Earnings (Losses) | Common Stock Related to ESOP | Total Stock- holders’ Equity |
| 2022 | | | | | | | | | | | | | | | | | | | | | |
| Balances at December 25, 2021 | | $ | 3,418 | | | | 1,426 | | | | 17,156 | | | | — | | | | (5) | | | | (3,825) | | | | 18,170 | | |
| Comprehensive earnings | | — | | | | — | | | | 618 | | | | — | | | | (376) | | | | — | | | | 242 | | |
| Dividends, $0.074 per share | | — | | | | — | | | | (253) | | | | — | | | | — | | | | — | | | | (253) | | |
| Contribution of 31 shares to retirement plan | | 20 | | | | 254 | | | | — | | | | 153 | | | | — | | | | — | | | | 427 | | |
| Acquisition of 40 shares from stockholders | | — | | | | — | | | | — | | | | (538) | | | | — | | | | — | | | | (538) | | |
| Sale of 8 shares to stockholders | | — | | | | — | | | | — | | | | 101 | | | | — | | | | — | | | | 101 | | |
| Change for ESOP related shares | | — | | | | — | | | | — | | | | — | | | | — | | | | (600) | | | | (600) | | |
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| Balances at March 26, 2022 | | 3,438 | | | | 1,680 | | | | 17,521 | | | | (284) | | | | (381) | | | | (4,425) | | | | 17,549 | | |
| Comprehensive earnings | | — | | | | — | | | | 628 | | | | — | | | | (174) | | | | — | | | | 454 | | |
| Dividends, $0.09 per share | | — | | | | — | | | | (307) | | | | — | | | | — | | | | — | | | | (307) | | |
| Acquisition of 49 shares from stockholders | | — | | | | — | | | | — | | | | (733) | | | | — | | | | — | | | | (733) | | |
| Sale of 7 shares to stockholders | | — | | | | — | | | | — | | | | 107 | | | | — | | | | — | | | | 107 | | |
| Change for ESOP related shares | | — | | | | — | | | | — | | | | — | | | | — | | | | 173 | | | | 173 | | |
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| Balances at June 25, 2022 | | $ | 3,438 | | | | 1,680 | | | | 17,842 | | | | (910) | | | | (555) | | | | (4,252) | | | | 17,243 | | |
See accompanying notes to condensed consolidated financial statements.
7
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1)Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Publix Super Markets, Inc. and subsidiaries (Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, the accompanying statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these statements include all adjustments that are of a normal and recurring nature necessary to present fairly the Company’s financial position and results of operations. Due to the seasonal nature of the Company’s business, the results of operations for the three and six months ended AprilJuly 1, 2023 are not necessarily indicative of the results for the entire 2023 fiscal year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (Annual Report).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
On April 1, 2022, the Company filed Articles of Amendment to its Restated Articles of Incorporation in order to effect a 5-for-1 stock split of the Company’s common stock, par value $1.00 per share (Common Stock), and an increase in the number of authorized shares of Common Stock from 1 billion to 4 billion, effective as of the close of business April 14, 2022. The Articles of Amendment were approved by the Company’s Board of Directors on April 1, 2022. All applicable data, including share and per share amounts, in the condensed consolidated financial statements and accompanying notes have been retroactively adjusted to give effect to the stock split.
(2)Fair Value of Financial Instruments
The fair value of certain of the Company’s financial instruments, including cash and cash equivalents, trade receivables and accounts payable, approximates their respective carrying amounts due to their short-term maturity.
The fair value of investments is based on market prices using the following measurement categories:
Level 1 – Fair value is determined by using quoted prices in active markets for identical investments. Investments included in this category are equity securities (exchange traded funds).
Level 2 – Fair value is determined by using other than quoted prices. By using observable inputs (for example, benchmark yields, interest rates, reported trades and broker dealer quotes), the fair value is determined through processes such as benchmark curves, benchmarking of similar securities and matrix pricing of corporate, government-sponsored agency, state and municipal bonds by using pricing of similar bonds based on coupons, ratings and maturities. Investments included in this category are primarily debt securities (taxable and tax exempt bonds), including restricted investments in taxable bonds held as collateral.
Level 3 – Fair value is determined by using other than observable inputs. Fair value is determined by using the best information available in the circumstances and requires significant management judgment or estimation. No investments are currently included in this category.
Following is a summary of fair value measurements for investments as of AprilJuly 1, 2023 and December 31, 2022:
| | | Fair Value | | Level 1 | | Level 2 | | Level 3 | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
| | (Amounts are in millions) | | (Amounts are in millions) |
April 1, 2023 | | $ | 12,180 | | | 2,331 | | | 9,849 | | | — | | |
July 1, 2023 | | July 1, 2023 | | $ | 12,551 | | | 2,219 | | | 10,332 | | | — | |
December 31, 2022 | December 31, 2022 | | 11,558 | | | 2,137 | | | 9,421 | | | — | | December 31, 2022 | | 11,558 | | | 2,137 | | | 9,421 | | | — | |
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(3)Investments
(a)Debt Securities
Following is a summary of debt securities as of AprilJuly 1, 2023 and December 31, 2022:
| | | Cost | | Gross Unrealized Gains | Gross Unrealized Losses | | Fair Value | | Cost | | Gross Unrealized Gains | Gross Unrealized Losses | | Fair Value | |
| | | (Amounts are in millions) | | | (Amounts are in millions) | |
April 1, 2023 | | |
July 1, 2023 | | July 1, 2023 | |
Taxable bonds | Taxable bonds | $ | 9,931 | | | 10 | | | 703 | | | 9,238 | | Taxable bonds | $ | 10,501 | | | 4 | | | 783 | | | 9,722 | | |
Tax exempt bonds | Tax exempt bonds | 30 | | | — | | | — | | | 30 | | Tax exempt bonds | 30 | | | — | | | — | | | 30 | | |
Restricted investments | Restricted investments | 187 | | | — | | | 4 | | | 183 | | Restricted investments | 185 | | | — | | | 5 | | | 180 | | |
| | $ | 10,148 | | | 10 | | | 707 | | | 9,451 | | | $ | 10,716 | | | 4 | | | 788 | | | 9,932 | | |
December 31, 2022 | December 31, 2022 | | | | | | | | December 31, 2022 | | | | | | | | |
Taxable bonds | Taxable bonds | $ | 9,705 | | | 6 | | | 830 | | | 8,881 | | Taxable bonds | $ | 9,705 | | | 6 | | | 830 | | | 8,881 | | |
Tax exempt bonds | Tax exempt bonds | 37 | | | — | | | — | | | 37 | | Tax exempt bonds | 37 | | | — | | | — | | | 37 | | |
Restricted investments | Restricted investments | 170 | | | — | | | 4 | | | 166 | | Restricted investments | 170 | | | — | | | 4 | | | 166 | | |
| | $ | 9,912 | | | 6 | | | 834 | | | 9,084 | | | $ | 9,912 | | | 6 | | | 834 | | | 9,084 | | |
The Company maintains restricted investments primarily for the benefit of the Company’s insurance carrier related to self-insurance reserves. These investments are held as collateral and not used for claim payments.
Following is a summary of the cost and fair value of debt securities by expected maturity as of AprilJuly 1, 2023 and December 31, 2022:
| | | | April 1, 2023 | December 31, 2022 | | | July 1, 2023 | December 31, 2022 | |
| | | Cost | | Fair Value | Cost | | Fair Value | | | Cost | | Fair Value | Cost | | Fair Value | |
| | | (Amounts are in millions) | | | (Amounts are in millions) | |
Due in one year or less | Due in one year or less | $ | 758 | | | 751 | | | 570 | | | 566 | | Due in one year or less | $ | 1,094 | | | 1,087 | | | 570 | | | 566 | | |
Due after one year through five years | Due after one year through five years | 8,681 | | | 8,064 | | | 8,355 | | | 7,661 | | Due after one year through five years | 8,909 | | | 8,191 | | | 8,355 | | | 7,661 | | |
Due after five years through ten years | Due after five years through ten years | 707 | | | 634 | | | 985 | | | 855 | | Due after five years through ten years | 653 | | | 594 | | | 985 | | | 855 | | |
Due after ten years | Due after ten years | 2 | | | 2 | | | 2 | | | 2 | | Due after ten years | 60 | | | 60 | | | 2 | | | 2 | | |
| | $ | 10,148 | | | 9,451 | | | 9,912 | | | 9,084 | | | $ | 10,716 | | | 9,932 | | | 9,912 | | | 9,084 | | |
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company had no debt securities with credit losses as of AprilJuly 1, 2023 and December 31, 2022.
Following is a summary of debt securities with other unrealized losses by the time period impaired as of AprilJuly 1, 2023 and December 31, 2022:
| | | | Less Than 12 Months | | 12 Months or Longer | | Total | | | Less Than 12 Months | | 12 Months or Longer | | Total |
| | Fair Value | | Unrealized Losses | | Fair Value | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | Unrealized Losses | | Fair Value | | Unrealized Losses |
| | | (Amounts are in millions) | | | (Amounts are in millions) |
April 1, 2023 | | |
July 1, 2023 | | July 1, 2023 | |
Taxable bonds | Taxable bonds | | $ | 1,303 | | | 15 | | | 7,223 | | | 688 | | | 8,526 | | | 703 | | | Taxable bonds | | $ | 1,740 | | | 22 | | | 7,350 | | | 761 | | | 9,090 | | | 783 | | |
| Restricted investments | Restricted investments | | 168 | | | 2 | | | 15 | | | 2 | | | 183 | | | 4 | | | Restricted investments | | 158 | | | 3 | | | 22 | | | 2 | | | 180 | | | 5 | | |
| | $ | 1,471 | | | 17 | | | 7,238 | | | 690 | | | 8,709 | | | 707 | | | | $ | 1,898 | | | 25 | | | 7,372 | | | 763 | | | 9,270 | | | 788 | | |
December 31, 2022 | December 31, 2022 | | | | | | | | | | | | | | December 31, 2022 | | | | | | | | | | | | | |
| Taxable bonds | Taxable bonds | | $ | 3,705 | | | 199 | | | 4,627 | | | 631 | | | 8,332 | | | 830 | | | Taxable bonds | | $ | 3,705 | | | 199 | | | 4,627 | | | 631 | | | 8,332 | | | 830 | | |
Restricted investments | Restricted investments | | 151 | | | 2 | | | 15 | | | 2 | | | 166 | | | 4 | | | Restricted investments | | 151 | | | 2 | | | 15 | | | 2 | | | 166 | | | 4 | | |
| | $ | 3,856 | | | 201 | | | 4,642 | | | 633 | | | 8,498 | | | 834 | | | | $ | 3,856 | | | 201 | | | 4,642 | | | 633 | | | 8,498 | | | 834 | | |
There are 448500 debt securities contributing to the total unrealized losses of $707$788 million as of AprilJuly 1, 2023. Unrealized losses related to debt securities are primarily due to increases in interest rates that occurred since the debt securities were purchased. The Company continues to receive scheduled principal and interest payments on these debt securities.
(b)Equity Securities
Equity securities are measured at fair value with net unrealized gains and losses from changes in the fair value recognized in earnings (fair value adjustment). The fair value of equity securities was $2.7$2.6 billion and $2.5 billion as of AprilJuly 1, 2023 and December 31, 2022, respectively.
(c)Investment Income (Loss)
Net realized gain or loss on investments represents the difference between the cost and the proceeds from the sale of debt and equity securities. The net realized gain or loss on investments excludes the net gain or loss on the sale of equity securities previously recognized through the fair value adjustment, which is presented separately in the following table.
Following is a summary of investment income (loss) for the three and six months ended AprilJuly 1, 2023 and March 26,June 25, 2022:
| | | | Three Months Ended | | | | | Three Months Ended | | Six Months Ended | |
| | April 1, 2023 | | March 26, 2022 | | | July 1, 2023 | | June 25, 2022 | | July 1, 2023 | | June 25, 2022 |
| | | (Amounts are in millions) | | | (Amounts are in millions) |
Interest and dividend income | Interest and dividend income | | $ | 82 | | | 57 | | | | Interest and dividend income | | $ | 90 | | | 55 | | | 172 | | | 112 | | |
Net realized gain on investments | Net realized gain on investments | | — | | | 1 | | | | Net realized gain on investments | | 134 | | | — | | | 134 | | | 1 | | |
| | | 82 | | | 58 | | | | | | 224 | | | 55 | | | 306 | | | 113 | | |
Fair value adjustment, due to net unrealized gain (loss), on equity securities held at end of period | Fair value adjustment, due to net unrealized gain (loss), on equity securities held at end of period | | 246 | | | (581) | | | | Fair value adjustment, due to net unrealized gain (loss), on equity securities held at end of period | | 123 | | | (358) | | | 369 | | | (939) | | |
Net gain on sale of equity securities previously recognized through fair value adjustment | | Net gain on sale of equity securities previously recognized through fair value adjustment | | (48) | | | — | | | (48) | | | — | | |
| | | $ | 299 | | | (303) | | | 627 | | | (826) | | |
| | $ | 328 | | | (523) | | | | |
|
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(4)Consolidation of Joint Ventures and Long-Term Debt
From time to time, the Company enters into a joint venture (JV), in the legal form of a limited liability company, with real estate developers to partner in the development of a shopping center with the Company as the anchor tenant. The Company consolidates certain of these JVs in which it has a controlling financial interest. As of AprilJuly 1, 2023, the carrying amounts of the assets and liabilities of the consolidated JVs were $135 million and $39 million, respectively. As of December 31, 2022, the carrying amounts of the assets and liabilities of the consolidated JVs were $136 million and $40 million, respectively. The assets are owned by and the liabilities are obligations of the JVs, not the Company, except for a portion of the long-term debt of certain JVs guaranteed by the Company. The JVs are financed with capital contributions from the members, loans and/or the cash flows generated by the JV owned shopping centers once in operation. Total earnings attributable to noncontrolling interests for 2023 and 2022 were immaterial. The Company’s involvement with these JVs does not have a significant effect on the Company’s financial condition, results of operations or cash flows.
The Company’s long-term debt results primarily from the consolidation of loans of certain JVs and loans assumed in connection with the acquisition of certain shopping centers with the Company as the anchor tenant. No loans were assumed during the threesix months ended AprilJuly 1, 2023 or March 26,June 25, 2022. Maturities of JV loans range from June 20232026 through April 2027 and have variable interest rates based on a London Interbank OfferedSecured Overnight Financing Rate (LIBOR)(SOFR) index plus 200 to 210 basis points. Maturities of assumed shopping center loans range from July 2023April 2024 through January 2027 and have fixed interest rates ranging from 4.0%4.5% to 7.5%.
(5)Retirement Plan
The Company has a trusteed, noncontributory Employee Stock Ownership Plan (ESOP) for the benefit of eligible employees. Since the Company’s common stock is not traded on an established securities market, the ESOP includes a put option for shares of the Company’s common stock distributed from the ESOP. Shares are distributed from the ESOP primarily to separated vested participants and certain eligible participants who elect to diversify their account balances. Under the Company’s administration of the ESOP’s put option, if the owners of distributed shares desire to sell their shares, the Company is required to purchase the shares at fair value for a specified time period after distribution of the shares from the ESOP. The fair value of distributed shares subject to the put option totaled $914$697 million and $629 million as of AprilJuly 1, 2023 and December 31, 2022, respectively. The cost of the shares held by the ESOP totaled $3.8$3.7 billion and $3.4 billion as of AprilJuly 1, 2023 and December 31, 2022, respectively. Due to the Company’s obligation under the put option, the distributed shares subject to the put option and the shares held by the ESOP are classified as temporary equity in the mezzanine section of the condensed consolidated balance sheets and totaled $4.7$4.4 billion and $4.0 billion as of AprilJuly 1, 2023 and December 31, 2022, respectively. The fair value of the shares held by the ESOP totaled $11.3$11.4 billion and $10.2 billion as of AprilJuly 1, 2023 and December 31, 2022, respectively.
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(6)Accumulated Other Comprehensive Earnings (Losses)
Following is a reconciliation of the changes in accumulated other comprehensive earnings (losses) net of income taxes for the three months ended AprilJuly 1, 2023 and March 26,June 25, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Investments | | Postretirement Benefit | | Accumulated Other Comprehensive Earnings (Losses) |
| | | | (Amounts are in millions) | |
| 2023 | | | | | | | | | | | | |
| Balances at December 31, 2022 | | $ | (618) | | | | | 9 | | | | | (609) | | |
| Unrealized gain on debt securities | | 98 | | | | | — | | | | | 98 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Net other comprehensive earnings | | 98 | | | | | — | | | | | 98 | | |
| Balances at April 1, 2023 | | $ | (520) | | | | | 9 | | | | | (511) | | |
| | | | | | | | | | | | |
| 2022 | | | | |
| Balances at December 25, 2021 | | $ | 7 | | | | | (12) | | | | | (5) | | |
| Unrealized loss on debt securities | | (375) | | | | | — | | | | | (375) | | |
| Net realized gain on debt securities reclassified to investment income | | (1) | | | | | — | | | | | (1) | | |
| | | | | | | | | | | | |
| Net other comprehensive losses | | (376) | | | | | — | | | | | (376) | | |
| Balances at March 26, 2022 | | $ | (369) | | | | | (12) | | | | | (381) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Investments | | Postretirement Benefit | | Accumulated Other Comprehensive Earnings (Losses) |
| | | | (Amounts are in millions) | |
| 2023 | | | | | | | | | | | | |
| Balances at April 1, 2023 | | $ | (520) | | | | | 9 | | | | | (511) | | |
| Unrealized loss on debt securities | | (65) | | | | | — | | | | | (65) | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Net other comprehensive losses | | (65) | | | | | — | | | | | (65) | | |
| Balances at July 1, 2023 | | $ | (585) | | | | | 9 | | | | | (576) | | |
| | | | | | | | | | | | |
| 2022 | | | | |
| Balances at March 26, 2022 | | $ | (369) | | | | | (12) | | | | | (381) | | |
| Unrealized loss on debt securities | | (175) | | | | | — | | | | | (175) | | |
| | | | | | | | | | | | |
| Adjustment to postretirement benefit obligation | | — | | | | | 1 | | | | | 1 | | |
| Net other comprehensive (losses) earnings | | (175) | | | | | 1 | | | | | (174) | | |
| Balances at June 25, 2022 | | $ | (544) | | | | | (11) | | | | | (555) | | |
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Following is a reconciliation of the changes in accumulated other comprehensive earnings (losses) net of income taxes for the six months ended July 1, 2023 and June 25, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments | | Postretirement Benefits | | Accumulated Other Comprehensive Earnings (Losses) |
| | (Amounts are in millions) | |
2023 | | | | | | | | | | | |
Balances at December 31, 2022 | | $ | (618) | | | | | 9 | | | | | (609) | | |
Unrealized gain on debt securities | | 33 | | | | | — | | | | | 33 | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Net other comprehensive earnings | | 33 | | | | | — | | | | | 33 | | |
Balances at July 1, 2023 | | $ | (585) | | | | | 9 | | | | | (576) | | |
| | | | | | | | | | | |
2022 | | | |
Balances at December 25, 2021 | | $ | 7 | | | | | (12) | | | | | (5) | | |
Unrealized loss on debt securities | | (550) | | | | | — | | | | | (550) | | |
Net realized gain on debt securities reclassified to investment income | | (1) | | | | | — | | | | | (1) | | |
Adjustment to postretirement benefit obligation | | — | | | | | 1 | | | | | 1 | | |
Net other comprehensive (losses) earnings | | (551) | | | | | 1 | | | | | (550) | | |
| | | | | | | | | | | |
Balances at June 25, 2022 | | $ | (544) | | | | | (11) | | | | | (555) | | |
(7)Subsequent Event
On AprilJuly 3, 2023, the Company declared a quarterly dividend on its common stock of $0.10 per share or $334$332 million, payable MayAugust 1, 2023 to stockholders of record as of the close of business AprilJuly 14, 2023.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The objective of this section is to provide a summary of material information relevant to enhancing the stockholders’ understanding of the financial condition and results of operations of the Company. Following is an analysis of the financial condition and results of operations of the Company for the three and six months ended AprilJuly 1, 2023 as compared with the three and six months ended March 26,June 25, 2022. This information should be read in conjunction with the Company’s condensed consolidated financial statements and accompanying notes and the Annual Report.
Overview
The Company is engaged in the retail food industry and as of AprilJuly 1, 2023 operated 1,3331,346 supermarkets in Florida, Georgia, Alabama, South Carolina, Tennessee, North Carolina and Virginia. The Company plans to expand its retail operations into Kentucky in 2023. The Company has no other significant lines of business or industry segments. For the threesix months ended AprilJuly 1, 2023, 1225 supermarkets were opened (including twosix replacement supermarkets) and 1858 supermarkets were remodeled. One supermarket was closed during the period. The replacement supermarkets that opened during the threesix months ended AprilJuly 1, 2023 replaced twosix supermarkets closed in a previous period. The supermarket closed in 2023 will be replaced on site in a subsequent period. In the normal course of operations, the Company replaces supermarkets and closes supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not expected to be material.
Results of Operations
Sales
Sales for the three months ended AprilJuly 1, 2023 were $14.3$14.1 billion as compared with $13.2$12.9 billion for the three months ended March 26,June 25, 2022, an increase of $1.1 billion or 8.2%8.9%. The increase in sales for the three months ended AprilJuly 1, 2023 as compared with the three months ended March 26,June 25, 2022 was primarily due to new supermarket sales and a 6.4%6.2% increase in comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). Comparable store sales for the three months ended AprilJuly 1, 2023 increased primarily due to the impact of inflation on product costs. Sales for supermarkets that are replaced on site are classified as new supermarket sales since the replacement period for the supermarket is generally 912 to 1215 months.
Sales for the six months ended July 1, 2023 were $28.4 billion as compared with $26.2 billion for the six months ended June 25, 2022, an increase of $2.2 billion or 8.6%. The increase in sales for the six months ended July 1, 2023 as compared with the six months ended June 25, 2022 was primarily due to new supermarket sales and a 6.3% increase in comparable store sales. Comparable store sales for the six months ended July 1, 2023 increased primarily due to the impact of inflation on product costs.
Gross profit
Gross profit (sales less cost of merchandise sold) as a percentage of sales was 26.5%26.3% and 27.7%26.7% for the three months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively. Gross profit as a percentage of sales was 26.4% and 27.3% for the six months ended July 1, 2023 and June 25, 2022, respectively. The decrease in gross profit as a percentage of sales for the three and six months ended AprilJuly 1, 2023 as compared with the three and six months ended March 26,June 25, 2022 was primarily due to the impact of inflation on product costs which was not passed on to customers and increased shrink.
Operating and administrative expenses
Operating and administrative expenses as a percentage of sales were 18.8%19.4% and 19.2% for the three months ended AprilJuly 1, 2023 and March 26, 2022. OperatingJune 25, 2022, respectively. The increase in operating and administrative expenses as a percentage of sales for the three months ended AprilJuly 1, 2023 as compared with the three months ended March 26,June 25, 2022 was primarily due to increases in payroll costs as a percentage of sales and facility costs as a percentage of sales. Operating and administrative expenses as a percentage of sales were 19.1% and 19.0% for the six months ended July 1, 2023 and June 25, 2022, respectively. Operating and administrative expenses as a percentage of sales for the six months ended July 1, 2023 as compared with the six months ended June 25, 2022 remained relatively unchanged.
Operating profit
Operating profit as a percentage of sales was 8.5%7.6% and 9.7%8.3% for the three months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively. The decrease in operating profit as a percentage of sales for the three months ended AprilJuly 1, 2023 as compared with the three months ended March 26,June 25, 2022 was due to the decrease in gross profit as a percentage of sales and the increase in operating and administrative expenses as a percentage of sales. Operating profit as a percentage of sales was 8.0% and 9.0% for the six months ended July 1, 2023 and June 25, 2022, respectively. The decrease in operating profit as a percentage of sales for the six months ended July 1, 2023 as compared with the six months ended June 25, 2022 was primarily due to the decrease in gross profit as a percentage of sales.
Investment income (loss)
Investment income for the three months ended AprilJuly 1, 2023 was $328$299 million as compared with an investment loss for the three months ended March 26,June 25, 2022 of $523$303 million. Excluding the impact of net unrealized gains on equity securities in 2023 and net unrealized losses on equity securities in 2022, investment income would have been $82$224 million and $58$55 million for the three months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively. Excluding the impact of net unrealized gains on equity securities in 2023 and net unrealized losses on equity securities in 2022, the increase in investment income for the three months ended AprilJuly 1, 2023 as compared with the three months ended March 26,June 25, 2022 was primarily due to anthe increase in interestnet realized gains on investments.
Investment income for the six months ended July 1, 2023 was $627 million as compared with an investment loss for the six months ended June 25, 2022 of $826 million. Excluding the impact of net unrealized gains on equity securities in 2023 and dividend income.net unrealized losses on equity securities in 2022, investment income would have been $306 million and $113 million for the six months ended July 1, 2023 and June 25, 2022, respectively. Excluding the impact of net unrealized gains on equity securities in 2023 and net unrealized losses on equity securities in 2022, the increase in investment income for the six months ended July 1, 2023 as compared with the six months ended June 25, 2022 was primarily due to the increase in net realized gains on investments.
Income tax expense
The effective income tax rate was 20.9%21.7% and 21.3%20.7% for the three months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively. The decreaseeffective income tax rate was 21.3% and 21.0% for the six months ended July 1, 2023 and June 25, 2022, respectively. The increase in the effective income tax rate for the three and six months ended AprilJuly 1, 2023 as compared with the three and six months ended March 26,June 25, 2022 was primarily due to the increaseddecreased impact of permanent deductions and credits relative to earnings before income tax expense.
Net earnings
Net earnings were $1.2$1.1 billion or $0.37$0.33 per share and $618$628 million or $0.18 per share for the three months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively. Net earnings as a percentage of sales were 8.7%7.8% and 4.7%4.9% for the three months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively. Excluding the impact of net unrealized gains on equity securities in 2023 and net unrealized losses on equity securities in 2022, net earnings would have been $1.1$1.0 billion or $0.32$0.31 per share and 7.4% as a percentage of sales for the three months ended AprilJuly 1, 2023 and $1.1 billion$896 million or $0.31$0.26 per share and 7.9%6.9% as a percentage of sales for the three months ended March 26,June 25, 2022. Excluding the impact of net unrealized gains on equity securities in 2023 and net unrealized losses on equity securities in 2022, the decreaseincrease in net earnings as a percentage of sales for the three months ended AprilJuly 1, 2023 as compared with the three months ended March 26,June 25, 2022 was primarily due to the increase in net realized gains on investments, partially offset by the decrease in operating profit as a percentage of sales.
Net earnings were $2.3 billion or $0.70 per share and $1.2 billion or $0.37 per share for the six months ended July 1, 2023 and June 25, 2022, respectively. Net earnings as a percentage of sales were 8.2% and 4.8% for the six months ended July 1, 2023 and June 25, 2022, respectively. Excluding the impact of net unrealized gains on equity securities in 2023 and net unrealized losses on equity securities in 2022, net earnings would have been $2.1 billion or $0.63 per share and 7.4% as a percentage of sales for the six months ended July 1, 2023 and $1.9 billion or $0.57 per share and 7.4% as a percentage of sales for the six months ended June 25, 2022. Excluding the impact of net unrealized gains on equity securities in 2023 and net unrealized losses on equity securities in 2022, net earnings as a percentage of sales for the six months ended July 1, 2023 as compared with the six months ended June 25, 2022 remained relatively unchanged primarily due to the decrease in operating profit as a percentage of sales.sales, offset by the increase in net realized gains on investments.
Non-GAAP Financial Measures
In addition to reporting financial results for the three and six months ended AprilJuly 1, 2023 and March 26,June 25, 2022 in accordance with 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. Following is a reconciliation of net earnings to net earnings excluding the impact of the fair value adjustment for the three and six months ended AprilJuly 1, 2023 and March 26,June 25, 2022:
| | | | Three Months Ended | | | | Three Months Ended | | Six Months Ended | | |
| | April 1, 2023 | | March 26, 2022 | | | July 1, 2023 | | June 25, 2022 | | July 1, 2023 | | June 25, 2022 | |
| | (Amounts are in millions, except per share amounts) | | | (Amounts are in millions, except per share amounts) | |
Net earnings | Net earnings | | $ | 1,241 | | | 618 | | | | Net earnings | | $ | 1,097 | | | 628 | | | 2,338 | | | 1,246 | | | |
Fair value adjustment, due to net unrealized (gain) loss, on equity securities held at end of period | Fair value adjustment, due to net unrealized (gain) loss, on equity securities held at end of period | | (246) | | | 581 | | | | Fair value adjustment, due to net unrealized (gain) loss, on equity securities held at end of period | | (123) | | | 358 | | | (369) | | | 939 | | | |
| Net gain on sale of equity securities previously recognized through fair value adjustment | | Net gain on sale of equity securities previously recognized through fair value adjustment | | 48 | | | — | | | 48 | | | — | | | |
Income tax expense (benefit) (1) | Income tax expense (benefit) (1) | | 62 | | | (148) | | | | Income tax expense (benefit) (1) | | 20 | | | (90) | | | 82 | | | (238) | | | |
Net earnings excluding impact of fair value adjustment | Net earnings excluding impact of fair value adjustment | | $ | 1,057 | | | 1,051 | | | | Net earnings excluding impact of fair value adjustment | | $ | 1,042 | | | 896 | | | 2,099 | | | 1,947 | | | |
Weighted average shares outstanding | Weighted average shares outstanding | | 3,328 | | | 3,416 | | | | Weighted average shares outstanding | | 3,332 | | | 3,401 | | | 3,330 | | | 3,409 | | | |
Earnings per share excluding impact of fair value adjustment | Earnings per share excluding impact of fair value adjustment | | $ | 0.32 | | | 0.31 | | | | Earnings per share excluding impact of fair value adjustment | | $ | 0.31 | | | 0.26 | | | 0.63 | | | 0.57 | | | |
(1)Income tax expense (benefit) is based on the Company’s combined federal and state statutory income tax rates.
Liquidity and Capital Resources
Cash and cash equivalents, short-term investments and long-term investments totaled $13.7$14.1 billion as of AprilJuly 1, 2023, as compared with $12.9 billion as of December 31, 2022 and $14.1$13.4 billion as of March 26,June 25, 2022. The decreaseincrease from the firstsecond quarter of 2022 to the firstsecond quarter of 2023 was primarily due to the decreaseincrease in the fair value of investments.
Net cash provided by operating activities
Net cash provided by operating activities was $1.5$2.7 billion and $1.6$2.8 billion for the threesix months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively. The decrease in net cash provided by operating activities for the threesix months ended AprilJuly 1, 2023 as compared with the threesix months ended March 26,June 25, 2022 was primarily due to 2022 income tax payments deferred to 2023 due to Hurricane Ian, partially offset by the timing of payments for merchandise.
Net cash used in investing activities
Net cash used in investing activities was $757 million$1.4 billion and $1.3$1.2 billion for the threesix months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively. The primary use of net cash in investing activities for the threesix months ended AprilJuly 1, 2023 was funding capital expenditures and net increases in investments. Capital expenditures for the threesix months ended AprilJuly 1, 2023 totaled $492$884 million. These expenditures were incurred in connection with the opening of 1225 supermarkets (including twosix replacement supermarkets) and the remodeling of 1858 supermarkets. Expenditures were also incurred for new supermarkets and remodels in progress, construction or expansion of warehouses, new or enhanced information technology hardware and software and the acquisition or development of shopping centers in which the Company operates. For the threesix months ended AprilJuly 1, 2023, the payment for investments, net of the proceeds from the sale and maturity of investments, was $266$540 million.
Net cash used in financing activities
Net cash used in financing activities was $527 million$1.1 billion and $705 million$1.6 billion for the threesix months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively. The primary use of net cash in financing activities was funding net common stock repurchases and dividend payments. Net common stock repurchases totaled $209$429 million and $437 million$1.1 billion for the threesix months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively. The Company currently repurchases common stock at the stockholders’ request in accordance with the terms of the Company’s Employee Stock Purchase Plan (ESPP), Non-Employee Directors Stock Purchase Plan (Directors Plan), 401(k) Plan and ESOP. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company expects to continue to repurchase its common stock, as offered by its stockholders from time to time, at its then current value. However, with the exception of certain shares distributed from the ESOP, such purchases are not required and the Company retains the right to discontinue them at any time.
Dividends
The Company paid quarterly dividends on its common stock totaling $299$633 million or $0.09$0.19 per share and $253$560 million or $0.074$0.164 per share during the threesix months ended AprilJuly 1, 2023 and March 26,June 25, 2022, respectively.
Capital expenditures projection
Capital expenditures for the remainder of 2023 are expected to be approximately $1.8$1.4 billion, primarily related to new supermarkets, remodeling existing supermarkets, construction or expansion of warehouses, new or enhanced information technology hardware and software and the acquisition or development of shopping centers in which the Company operates. The shopping center acquisitions are financed with internally generated funds and assumed debt, if prepayment penalties for the debt are determined to be significant. This capital program is subject to continuing change and review.
Cash requirements
In 2023, cash requirements for operations, capital expenditures, common stock repurchases and dividend payments are expected to be financed by internally generated funds or liquid assets. Based on the Company’s financial position, it is expected that short-term and long-term borrowings would be available to support the Company’s liquidity requirements, if needed.
Forward-Looking Statements
Certain information provided by the Company in this Quarterly Report on Form 10-Q (Quarterly Report) may be forward-looking information as defined in Section 21E of the Securities Exchange Act of 1934 (Exchange Act). Forward-looking information includes statements about the future performance of the Company and is based on management’s assumptions and beliefs in light of the information currently available to them. When used, the words “plan,” “estimate,” “project,” “intend,” “expect,” “believe,” “will” and other similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from those statements including, but not limited to, competitive practices and pricing in the food and drug industries generally and particularly in the Company’s principal markets; results of programs to increase sales, including private label sales; results of programs to control or reduce costs; changes in buying, pricing and promotional practices; changes in shrink management; supply chain disruptions; changes in the general economy, including an economic downturn associated with inflation, the coronavirus pandemic, international conflicts, acts of terrorism or other disruptions; changes in consumer spending; changes in population, employment and job growth in the Company’s principal markets; impacts of a public health crisis, geopolitical conditions or other significant catastrophic events; impacts of an intrusion into, compromise of or disruption in the Company’s information technology systems; and other factors affecting the Company’s business within or beyond the Company’s control. These factors include changes in the rate of inflation; changes in federal, state and local laws and regulations; adverse determinations with respect to litigation or other claims; ability to recruit and retain employees; ability to construct new supermarkets or complete remodels as rapidly as planned; increases in product costs; and increases in operating costs including, but not limited to, labor, fuel and energy costs, debit and credit card fees and pharmacy fees. Other factors and assumptions not identified above could also cause the actual results to differ materially from those set forth in the forward-looking statements. Except as may be required by applicable law, the Company assumes no obligation to publicly update these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. There have been no material changes in the market risk factors from those disclosed in the Annual Report.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer each concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that such information has been accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure. There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended AprilJuly 1, 2023 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As reported in the Annual Report, the Company is subject from time to time to various lawsuits, claims and charges arising in the normal course of business. The Company believes its recorded reserves are adequate in light of the probable and estimable liabilities. The estimated amount of reasonably possible losses for lawsuits, claims and charges, individually and in the aggregate, is considered to be immaterial. In the opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
Item 1A. Risk Factors
There have been no material changes in the risk factors from those disclosed in the Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Following are the shares of common stock repurchased by the Company during the three months ended AprilJuly 1, 2023 (amounts are in millions, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) | |
| January 1, 2023 through February 4, 2023 | | | 5 | | | | | $ | 13.19 | | | | N/A | | N/A | |
| February 5, 2023 through March 4, 2023 | | | 10 | | | | | 14.02 | | | | N/A | | N/A | |
| March 5, 2023 through April 1, 2023 | | | 8 | | | | | 14.55 | | | | N/A | | N/A | |
| | Total | | | 23 | | | | | $ | 13.99 | | | | N/A | | N/A | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) | |
| April 2, 2023 through May 6, 2023 | | | 7 | | | | | $ | 14.81 | | | | N/A | | N/A | |
| May 7, 2023 through June 3, 2023 | | | 6 | | | | | 14.97 | | | | N/A | | N/A | |
| June 4, 2023 through July 1, 2023 | | | 4 | | | | | 14.97 | | | | N/A | | N/A | |
| | Total | | | 17 | | | | | $ | 14.90 | | | | N/A | | N/A | |
(1)Common stock is made available for sale by the Company only to its current employees and members of its Board of Directors through the ESPP and Directors Plan and to participants of the 401(k) Plan. In addition, common stock is provided to employees through the ESOP. The Company currently repurchases common stock subject to certain terms and conditions. The ESPP, Directors Plan, 401(k) Plan and ESOP each contain provisions prohibiting any transfer for value without the owner first offering the common stock to the Company.
The Company’s common stock is not traded on an established securities market. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company does not believe that these repurchases of its common stock are within the scope of a publicly announced plan or program (although the terms of the plans discussed above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three months ended AprilJuly 1, 2023 required to be disclosed in the last two columns of the table.
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits
101 The following financial information from this Quarterly Report is formatted in Extensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Earnings, (iii) Condensed Consolidated Statements of Comprehensive Earnings, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
SIGNATURES
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 thereunto duly authorized.
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| | | PUBLIX SUPER MARKETS, INC. |
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Date: | MayAugust 1, 2023 | | /s/ Merriann M. Metz |
| | | Merriann M. Metz, Secretary |
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Date: | MayAugust 1, 2023 | | /s/ David P. Phillips |
| | | David P. Phillips, Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |