Form 8-K - Current report

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) August 1, 2024

____________________________________________

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 2.02. Results of Operations and Financial Condition

On August 1, 2024, Publix Super Markets, Inc. (Company) issued a press release to report its second quarter results for 2024 and stock price effective August 1, 2024. 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 August 1, 2024

104. Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 1, 2024	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


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

Publix Reports Second Quarter 2024 Results and Stock Price

LAKELAND, Fla., Aug. 1, 2024 Publix’s sales for the three months ended June 29, 2024 were $14.5 billion, a 3.1% increase from $14.1 billion in 2023. The company estimates sales were negatively impacted by 1.1% due to the effect of the Easter holiday being in the first quarter in 2024. In 2023, the effect of the Easter holiday was in the second quarter. Comparable store sales for the three months ended June 29, 2024 increased 1.1%.

Net earnings for the three months ended June 29, 2024 were $972 million, compared to $1.1 billion in 2023, a decrease of 11.4%. Earnings per share for the three months ended June 29, 2024 decreased to $0.29 per share, down from $0.33 per share in 2023. Excluding the impact of net unrealized gains on equity securities in 2024 and 2023, net earnings for the three months ended June 29, 2024 would have been $940 million, compared to $1 billion in 2023, a decrease of 9.8%. Earnings per share for the three months ended June 29, 2024 would have been $0.29 per share, compared to $0.31 per share in 2023.

Publix’s sales for the six months ended June 29, 2024 were $29.6 billion, a 4.1% increase from $28.4 billion in 2023. Comparable store sales for the six months ended June 29, 2024 increased 2%.

Net earnings for the six months ended June 29, 2024 and July 1, 2023 were $2.3 billion. Earnings per share for the six months ended June 29, 2024 increased to $0.71 per share, up from $0.70 per share in 2023. Excluding the impact of net unrealized gains on equity securities in 2024 and 2023, net earnings for the six months ended June 29, 2024 would have been $2 billion, compared to $2.1 billion in 2023, a decrease of 3.9%. Earnings per share for the six months ended June 29, 2024 would have been $0.61 per share, compared to $0.63 per share in 2023.

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 Aug. 1, 2024, Publix’s stock price increased from $16.25 per share to $16.46 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.

“Our associates make a difference for our customers and communities every day,” said Publix CEO Kevin Murphy. “I’m thankful for their efforts and commitment.”

Non-GAAP Financial Measures

In addition to reporting financial results for the three and six months ended June 29, 2024 and July 1, 2023 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 June 29, 2024 and July 1, 2023:


	Three Months Ended
	June 29, 2024			July 1, 2023
	(Amounts are in millions, except per share amounts)
Net earnings		$	972		1,097
Fair value adjustment, due to net unrealized gain, on equity securities held at end of period		(43)			(123)
Net gain on sale of equity securities previously recognized through fair value adjustment		—			48
Income tax expense (1)		11			20
Net earnings excluding impact of fair value adjustment		$	940		1,042
Weighted average shares outstanding		3,296			3,332
Earnings per share excluding impact of fair value adjustment		$	0.29		0.31

Following is a reconciliation of net earnings to net earnings excluding the impact of the fair value adjustment for the six months ended June 29, 2024 and July 1, 2023:


	Six Months Ended
	June 29, 2024			July 1, 2023
	(Amounts are in millions, except per share amounts)
Net earnings		$	2,338		2,338
Fair value adjustment, due to net unrealized gain, on equity securities held at end of period		(430)			(369)
Net gain on sale of equity securities previously recognized through fair value adjustment		—			48
Income tax expense (1)		109			82
Net earnings excluding impact of fair value adjustment		$	2,017		2,099
Weighted average shares outstanding		3,296			3,330
Earnings per share excluding impact of fair value adjustment		$	0.61		0.63

(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 255,000 associates, currently operates 1,376 stores in Florida, Georgia, Alabama, Tennessee, South Carolina, North Carolina, Virginia and Kentucky. For 27 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. ###

Cover	Aug. 01, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 01, 2024
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 Emerging Growth Company	false
Entity Central Index Key	0000081061