8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

FORM 8-K

____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 1, 2022

____________________________________________

PUBLIX SUPER MARKETS, INC.

(Exact name of Registrant as specified in its charter)

____________________________________________

Florida	000-00981	59-0324412
(State of incorporation)	(Commission File Number)	(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)

____________________________________________

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
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 ¨
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. ¨

Item 1.01.    Entry into a Material Definitive Agreement

Indemnification Agreement

Publix Super Markets, Inc. (Company) and Malinda G. Renfroe, Officer of the Company, entered into an Indemnification Agreement dated March 1, 2022. This Indemnification Agreement is in the same form as the Indemnification Agreement attached as an exhibit to the quarterly report of the Company on Form 10-Q for the quarter ended March 31, 2001. The Indemnification Agreement has been entered into between the Company and all of its directors and officers as previously reported.

Item 2.02.     Results of Operations and Financial Condition

On March 1, 2022, the Company issued a press release to report its fourth quarter and annual results for 2021 and stock price effective March 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 March 1, 2022

Page 2 of 3 pages

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.

		PUBLIX SUPER MARKETS, INC.
Dated: March 1, 2022	By:	/s/ David P. Phillips
		David P. Phillips, Executive Vice President, Chief Financial Officer
		and Treasurer (Principal Financial and Accounting Officer)

Page 3 of 3 pages

EX-99.1

Exhibit 99.1 Contact: Maria Brous (863) 680-5339

Publix Reports Fourth Quarter and Annual Results for 2021

LAKELAND, Fla., March 1, 2022 Publix’s sales for the three months ended Dec. 25, 2021 were $12.6 billion, a 12.4% increase from $11.2 billion in 2020. Comparable store sales for the three months ended Dec. 25, 2021 increased 10.5%.

Net earnings for the three months ended Dec. 25, 2021 were $1.1 billion, compared to $1 billion in 2020, an increase of 3%. Earnings per share for the three months ended Dec. 25, 2021 increased to $1.53 per share, up from $1.47 per share in 2020. Excluding the impact of net unrealized gains on equity securities, net earnings for the three months ended Dec. 25, 2021 would have been $959.7 million, compared to $918.5 million in 2020, an increase of 4.5%. Earnings per share would have been $1.40 per share, compared to $1.32 per share in 2020.

Publix’s sales for the fiscal year ended Dec. 25, 2021 were $48 billion, a 7% increase from $44.9 billion in 2020. Comparable store sales for the fiscal year ended Dec. 25, 2021 increased 5.4%.

Net earnings for the fiscal year ended Dec. 25, 2021 were $4.4 billion, compared to $4 billion in 2020, an increase of 11.1%. Earnings per share for the fiscal year ended Dec. 25, 2021 increased to $6.40 per share, up from $5.67 per share in 2020. Excluding the impact of net unrealized gains on equity securities, net earnings for the fiscal year ended Dec. 25, 2021 would have been $3.6 billion, compared to $3.7 billion in 2020, a decrease of 2.6%. Earnings per share would have been $5.21 per share, compared to $5.27 per share in 2020.

These amounts are based on audited 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 March 1, 2022, Publix’s stock price increased from $66.40 per share to $68.80 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.

“While our country is taking steps to return to normal, our associates continue to provide the premier service that brings comfort to our customers, communities and each other,” said Publix CEO Todd Jones. “I want to thank our associates for their extraordinary efforts during the past two years.”

Non-GAAP Financial Measures

In addition to reporting financial results for the three months and fiscal years ended Dec. 25, 2021 and Dec. 26, 2020 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.

Following is a reconciliation of net earnings to net earnings excluding the impact of the fair value adjustment for the three months ended Dec. 25, 2021 and Dec. 26, 2020:

	Three Months Ended
	Dec. 25, 2021			Dec. 26, 2020
	(Amounts are in millions, except per share amounts)
Net earnings		$	1,050.8		1,019.9
Fair value adjustment, due to net unrealized gain, on equity securities held at end of period		(122.2)			(214.0)
Net gain on sale of equity securities previously recognized through fair value adjustment		—			78.1
Income tax expense (1)		31.1			34.5
Net earnings excluding impact of fair value adjustment		$	959.7		918.5
Weighted average shares outstanding		685.5			693.7
Earnings per share excluding impact of fair value adjustment		$	1.40		1.32

Following is a reconciliation of net earnings to net earnings excluding the impact of the fair value adjustment for the fiscal years ended Dec. 25, 2021 and Dec. 26, 2020:

	Fiscal Years Ended
	Dec. 25, 2021			Dec. 26, 2020
	(Amounts are in millions, except per share amounts)
Net earnings		$	4,412.2		3,971.8
Fair value adjustment, due to net unrealized gain, on equity securities held at end of year		(1,109.0)			(554.6)
Net gain on sale of equity securities previously recognized through fair value adjustment		9.4			175.6
Income tax expense (1)		279.6			96.4
Net earnings excluding impact of fair value adjustment		$	3,592.2		3,689.2
Weighted average shares outstanding		689.4			700.6
Earnings per share excluding impact of fair value adjustment		$	5.21		5.27

(1) Income tax 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 230,000 associates, currently operates 1,297 stores in Florida, Georgia, Alabama, Tennessee, South Carolina, North Carolina and Virginia. For 24 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 website, corporate.publix.com. ###

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Cover	Mar. 01, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 01, 2022
Entity Registrant Name	PUBLIX SUPER MARKETS, INC.
Entity Incorporation, State or Country Code	FL
Entity File Number	000-00981
Entity Tax Identification Number	59-0324412
Entity Address, Address Line One	3300 Publix Corporate Parkway
Entity Address, City or Town	Lakeland
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33811
City Area Code	(863)
Local Phone Number	688-1188
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0000081061
Entity Emerging Growth Company	false