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 September ~~26, 2020~~25, 2021

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 October 15, ~~2020~~2021 was ~~695,946,000.~~686,731,000.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts are in thousands, except par value)

(Unaudited)


		September 26, 2020			December 28, 2019			September 25, 2021			December 26, 2020
ASSETS	ASSETS						ASSETS
Current assets:	Current assets:						Current assets:
Cash and cash equivalents	Cash and cash equivalents		$	602,798		763,382	Cash and cash equivalents		$	1,171,532		673,483
Short-term investments	Short-term investments		650,446			438,105	Short-term investments		774,261			682,965
Trade receivables	Trade receivables		777,504			737,093	Trade receivables		797,918			917,531
Inventories	Inventories		2,014,044			1,913,310	Inventories		1,938,382			2,033,792
Prepaid expenses	Prepaid expenses		72,901			75,710	Prepaid expenses		86,486			110,025
Total current assets	Total current assets		4,117,693			3,927,600	Total current assets		4,768,579			4,417,796
Long-term investments	Long-term investments		10,165,781			7,988,280	Long-term investments		12,582,694			10,605,234

Other noncurrent assets	Other noncurrent assets		437,401			441,938	Other noncurrent assets		424,354			415,103
Operating lease right-of-use assets	Operating lease right-of-use assets		3,011,550			2,964,780	Operating lease right-of-use assets		2,959,937			2,965,424
Property, plant and equipment	Property, plant and equipment		15,988,780			15,222,409	Property, plant and equipment		17,171,048			16,256,993
Accumulated depreciation	Accumulated depreciation		(6,527,003)			(6,037,887)	Accumulated depreciation		(7,032,289)			(6,566,473)
Net property, plant and equipment	Net property, plant and equipment		9,461,777			9,184,522	Net property, plant and equipment		10,138,759			9,690,520
			$	27,194,202		24,507,120			$	30,874,323		28,094,077
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY						LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:						Current liabilities:
Accounts payable	Accounts payable		$	2,138,485		1,984,761	Accounts payable		$	2,411,056		2,414,798
Accrued expenses:	Accrued expenses:						Accrued expenses:
Contributions to retirement plans	Contributions to retirement plans		523,308			581,699	Contributions to retirement plans		547,114			639,581
Self-insurance reserves	Self-insurance reserves		155,561			149,082	Self-insurance reserves		186,061			161,223
Salaries and wages	Salaries and wages		351,945			148,662	Salaries and wages		380,475			197,721

Other	Other		791,062			461,427	Other		771,741			499,970
Current portion of long-term debt	Current portion of long-term debt		39,614			39,692	Current portion of long-term debt		36,068			36,392
Current portion of operating lease liabilities	Current portion of operating lease liabilities		344,186			335,391	Current portion of operating lease liabilities		354,792			345,805
Federal and state income taxes			47,459			0
Income taxes							Income taxes		—			71,354
Total current liabilities	Total current liabilities		4,391,620			3,700,714	Total current liabilities		4,687,307			4,366,844
Deferred income taxes	Deferred income taxes		717,574			682,484	Deferred income taxes		1,012,201			772,722
Self-insurance reserves	Self-insurance reserves		234,166			226,727	Self-insurance reserves		252,017			235,858
Accrued postretirement benefit cost	Accrued postretirement benefit cost		119,385			120,015	Accrued postretirement benefit cost		130,064			131,356
Long-term debt	Long-term debt		138,879			131,997	Long-term debt		112,220			123,835
Operating lease liabilities	Operating lease liabilities		2,628,156			2,603,206	Operating lease liabilities		2,572,350			2,588,258
Other noncurrent liabilities	Other noncurrent liabilities		177,993			140,633	Other noncurrent liabilities		535,601			589,340
Total liabilities	Total liabilities		8,407,773			7,605,776	Total liabilities		9,301,760			8,808,213
Common stock related to Employee Stock Ownership Plan (ESOP)	Common stock related to Employee Stock Ownership Plan (ESOP)		3,514,400			3,259,230	Common stock related to Employee Stock Ownership Plan (ESOP)		3,823,072			3,484,549
Stockholders’ equity:	Stockholders’ equity:						Stockholders’ equity:
Common stock of $1 par value. Authorized 1,000,000 shares; issued 711,636 shares in 2020 and 706,552 shares in 2019			711,636			706,552
Common stock of $1 par value. Authorized 1,000,000 shares; issued 695,725 shares in 2021 and 690,982 shares in 2020							Common stock of $1 par value. Authorized 1,000,000 shares; issued 695,725 shares in 2021 and 690,982 shares in 2020		695,725			690,982
Additional paid-in capital	Additional paid-in capital		4,005,969			3,758,066	Additional paid-in capital		4,291,484			4,005,969
Retained earnings	Retained earnings		14,607,846			12,317,478	Retained earnings		16,972,382			14,343,865
Treasury stock at cost, 15,529 shares in 2020			(787,483)			0
Treasury stock at cost, 8,405 shares in 2021							Treasury stock at cost, 8,405 shares in 2021		(516,367)			—
Accumulated other comprehensive earnings	Accumulated other comprehensive earnings		204,084			81,289	Accumulated other comprehensive earnings		86,732			200,951
Common stock related to ESOP	Common stock related to ESOP		(3,514,400)			(3,259,230)	Common stock related to ESOP		(3,823,072)			(3,484,549)
Total stockholders’ equity	Total stockholders’ equity		15,227,652			13,604,155	Total stockholders’ equity		17,706,884			15,757,218
Noncontrolling interests	Noncontrolling interests		44,377			37,959	Noncontrolling interests		42,607			44,097
Total equity	Total equity		18,786,429			16,901,344	Total equity		21,572,563			19,285,864
			$	27,194,202		24,507,120			$	30,874,323		28,094,077

See accompanying notes to condensed consolidated financial statements.

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts are in thousands, except per share amounts)

(Unaudited)


			Three Months Ended						Three Months Ended
		September 26, 2020			September 28, 2019			September 25, 2021			September 26, 2020
Revenues:	Revenues:						Revenues:
Sales	Sales		$	11,052,138		9,343,380	Sales		$	11,919,567		11,052,138
Other operating income	Other operating income		84,271			74,553	Other operating income		87,595			84,271
Total revenues	Total revenues		11,136,409			9,417,933	Total revenues		12,007,162			11,136,409
Costs and expenses:	Costs and expenses:						Costs and expenses:
Cost of merchandise sold	Cost of merchandise sold		8,003,016			6,840,075	Cost of merchandise sold		8,711,636			8,003,016
Operating and administrative expenses	Operating and administrative expenses		2,257,070			1,965,828	Operating and administrative expenses		2,386,006			2,257,070
Total costs and expenses	Total costs and expenses		10,260,086			8,805,903	Total costs and expenses		11,097,642			10,260,086
Operating profit	Operating profit		876,323			612,030	Operating profit		909,520			876,323
Investment income	Investment income		265,295			70,049	Investment income		130,328			265,295

Other nonoperating income, net	Other nonoperating income, net		18,169			20,241	Other nonoperating income, net		21,968			18,169
Earnings before income tax expense	Earnings before income tax expense		1,159,787			702,320	Earnings before income tax expense		1,061,816			1,159,787
Income tax expense	Income tax expense		242,203			128,294	Income tax expense		204,910			242,203
Net earnings	Net earnings		$	917,584		574,026	Net earnings		$	856,906		917,584
Weighted average shares outstanding	Weighted average shares outstanding		698,843			712,605	Weighted average shares outstanding		688,872			698,843
Earnings per share	Earnings per share		$	1.31		0.81	Earnings per share		$	1.24		1.31

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Amounts are in thousands)

(Unaudited)


			Three Months Ended						Three Months Ended
		September 26, 2020			September 28, 2019			September 25, 2021			September 26, 2020
Net earnings	Net earnings		$	917,584		574,026	Net earnings		$	856,906		917,584
Other comprehensive earnings:	Other comprehensive earnings:						Other comprehensive earnings:
Unrealized gain on debt securities net of income taxes of $1,860 and $6,776 in 2020 and 2019, respectively.			5,456			22,131
Reclassification adjustment for net realized gain on debt securities net of income taxes of $(1,254) and $(149) in 2020 and 2019, respectively.			(3,678)			(439)
Adjustment to postretirement benefit obligation net of income taxes of $277 in 2020.			814			0
Unrealized (loss) gain on debt securities net of income taxes of $(4,292) and $1,860 in 2021 and 2020, respectively.							Unrealized (loss) gain on debt securities net of income taxes of $(4,292) and $1,860 in 2021 and 2020, respectively.		(12,611)			5,456
Reclassification adjustment for net realized gain on debt securities net of income taxes of $(2,133) and $(1,254) in 2021 and 2020, respectively.							Reclassification adjustment for net realized gain on debt securities net of income taxes of $(2,133) and $(1,254) in 2021 and 2020, respectively.		(6,258)			(3,678)
Adjustment to postretirement benefit obligation net of income taxes of $470 and $277 in 2021 and 2020, respectively.							Adjustment to postretirement benefit obligation net of income taxes of $470 and $277 in 2021 and 2020, respectively.		1,378			814
Comprehensive earnings	Comprehensive earnings		$	920,176		595,718	Comprehensive earnings		$	839,415		920,176

See accompanying notes to condensed consolidated financial statements.

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Amounts are in thousands, except per share amounts)

(Unaudited)


			Nine Months Ended						Nine Months Ended
		September 26, 2020			September 28, 2019			September 25, 2021			September 26, 2020
Revenues:	Revenues:						Revenues:
Sales	Sales		$	33,669,740		28,366,021	Sales		$	35,416,585		33,669,740
Other operating income	Other operating income		242,183			258,938	Other operating income		277,873			242,183
Total revenues	Total revenues		33,911,923			28,624,959	Total revenues		35,694,458			33,911,923
Costs and expenses:	Costs and expenses:						Costs and expenses:
Cost of merchandise sold	Cost of merchandise sold		24,196,259			20,619,057	Cost of merchandise sold		25,610,936			24,196,259
Operating and administrative expenses	Operating and administrative expenses		6,610,685			5,857,859	Operating and administrative expenses		7,013,040			6,610,685
Total costs and expenses	Total costs and expenses		30,806,944			26,476,916	Total costs and expenses		32,623,976			30,806,944
Operating profit	Operating profit		3,104,979			2,148,043	Operating profit		3,070,482			3,104,979
Investment income	Investment income		608,913			582,378	Investment income		1,153,309			608,913

Other nonoperating income, net	Other nonoperating income, net		31,923			56,836	Other nonoperating income, net		53,227			31,923
Earnings before income tax expense	Earnings before income tax expense		3,745,815			2,787,257	Earnings before income tax expense		4,277,018			3,745,815
Income tax expense	Income tax expense		793,841			571,203	Income tax expense		915,615			793,841
Net earnings	Net earnings		$	2,951,974		2,216,054	Net earnings		$	3,361,403		2,951,974
Weighted average shares outstanding	Weighted average shares outstanding		702,879			715,053	Weighted average shares outstanding		690,720			702,879
Earnings per share	Earnings per share		$	4.20		3.10	Earnings per share		$	4.87		4.20

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Amounts are in thousands)

(Unaudited)


			Nine Months Ended						Nine Months Ended
		September 26, 2020			September 28, 2019			September 25, 2021			September 26, 2020
Net earnings	Net earnings		$	2,951,974		2,216,054	Net earnings		$	3,361,403		2,951,974
Other comprehensive earnings:	Other comprehensive earnings:						Other comprehensive earnings:
Unrealized gain on debt securities net of income taxes of $43,620 and $46,885 in 2020 and 2019, respectively.			127,951			139,782
Reclassification adjustment for net realized gain on debt securities net of income taxes of $(2,591) and $(36) in 2020 and 2019, respectively.			(7,599)			(109)
Adjustment to postretirement benefit obligation net of income taxes of $833 in 2020.			2,443			0
Unrealized (loss) gain on debt securities net of income taxes of $(35,156) and $43,620 in 2021 and 2020, respectively.							Unrealized (loss) gain on debt securities net of income taxes of $(35,156) and $43,620 in 2021 and 2020, respectively.		(103,182)			127,951
Reclassification adjustment for net realized gain on debt securities net of income taxes of $(5,149) and $(2,591) in 2021 and 2020, respectively.							Reclassification adjustment for net realized gain on debt securities net of income taxes of $(5,149) and $(2,591) in 2021 and 2020, respectively.		(15,174)			(7,599)
Adjustment to postretirement benefit obligation net of income taxes of $1,410 and $833 in 2021 and 2020, respectively.							Adjustment to postretirement benefit obligation net of income taxes of $1,410 and $833 in 2021 and 2020, respectively.		4,137			2,443
Comprehensive earnings	Comprehensive earnings		$	3,074,769		2,355,727	Comprehensive earnings		$	3,247,184		3,074,769

See accompanying notes to condensed consolidated financial statements.

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts are in thousands)

(Unaudited)


			Nine Months Ended						Nine Months Ended
		September 26, 2020			September 28, 2019			September 25, 2021			September 26, 2020
Cash flows from operating activities:	Cash flows from operating activities:						Cash flows from operating activities:
Cash received from customers	Cash received from customers		$	33,730,192		28,478,388	Cash received from customers		$	35,626,167		33,730,192
Cash paid to employees and suppliers	Cash paid to employees and suppliers		(28,969,545)			(25,061,839)	Cash paid to employees and suppliers		(30,926,435)			(28,969,545)
Income taxes paid	Income taxes paid		(613,861)			(361,130)	Income taxes paid		(668,248)			(613,861)
Self-insured claims paid	Self-insured claims paid		(272,717)			(288,782)	Self-insured claims paid		(364,315)			(272,717)
Dividends and interest received	Dividends and interest received		181,287			159,812	Dividends and interest received		201,996			181,287
Other operating cash receipts	Other operating cash receipts		238,978			255,608	Other operating cash receipts		275,448			238,978
Other operating cash payments	Other operating cash payments		(14,414)			(15,069)	Other operating cash payments		(17,892)			(14,414)
Net cash provided by operating activities	Net cash provided by operating activities		4,279,920			3,166,988	Net cash provided by operating activities		4,126,721			4,279,920
Cash flows from investing activities:	Cash flows from investing activities:						Cash flows from investing activities:
Payment for capital expenditures	Payment for capital expenditures		(894,319)			(885,386)	Payment for capital expenditures		(983,331)			(894,319)
Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment		3,862			7,561	Proceeds from sale of property, plant and equipment		10,309			3,862
Payment for investments	Payment for investments		(4,239,533)			(2,214,737)	Payment for investments		(2,503,504)			(4,239,533)
Proceeds from sale and maturity of investments	Proceeds from sale and maturity of investments		2,238,071			1,813,477	Proceeds from sale and maturity of investments		1,237,953			2,238,071
Net cash used in investing activities	Net cash used in investing activities		(2,891,919)			(1,279,085)	Net cash used in investing activities		(2,238,573)			(2,891,919)
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		(1,091,145)			(814,306)	Payment for acquisition of common stock		(832,446)			(1,091,145)
Proceeds from sale of common stock	Proceeds from sale of common stock		194,894			233,395	Proceeds from sale of common stock		197,768			194,894
Dividends paid	Dividends paid		(661,606)			(615,549)	Dividends paid		(732,886)			(661,606)
Repayment of long-term debt	Repayment of long-term debt		(8,600)			(7,427)	Repayment of long-term debt		(22,548)			(8,600)
Other, net	Other, net		17,872			10,730	Other, net		13			17,872
Net cash used in financing activities	Net cash used in financing activities		(1,548,585)			(1,193,157)	Net cash used in financing activities		(1,390,099)			(1,548,585)
Net (decrease) increase in cash and cash equivalents			(160,584)			694,746
Net increase (decrease) in cash and cash equivalents							Net increase (decrease) in cash and cash equivalents		498,049			(160,584)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period		763,382			599,264	Cash and cash equivalents at beginning of period		673,483			763,382
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period		$	602,798		1,294,010	Cash and cash equivalents at end of period		$	1,171,532		602,798

See accompanying notes to condensed consolidated financial statements. (Continued)

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts are in thousands)

(Unaudited)


			Nine Months Ended						Nine Months Ended
		September 26, 2020			September 28, 2019			September 25, 2021			September 26, 2020
Reconciliation of net earnings to net cash provided by operating activities:	Reconciliation of net earnings to net cash provided by operating activities:						Reconciliation of net earnings to net cash provided by operating activities:
Net earnings	Net earnings		$	2,951,974		2,216,054	Net earnings		$	3,361,403		2,951,974
Adjustments to reconcile net earnings to net cash provided by operating activities:	Adjustments to reconcile net earnings to net cash provided by operating activities:						Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization		545,180			534,747	Depreciation and amortization		588,336			545,180
Increase in last-in, first out (LIFO) reserve			32,449			30,788
Increase in last-in, first-out (LIFO) reserve							Increase in last-in, first-out (LIFO) reserve		70,138			32,449
Retirement contributions paid or payable in common stock	Retirement contributions paid or payable in common stock		308,387			295,407	Retirement contributions paid or payable in common stock		321,775			308,387
Deferred income taxes	Deferred income taxes		(6,772)			120,713	Deferred income taxes		278,374			(6,772)
Loss on disposal and impairment of long-lived assets	Loss on disposal and impairment of long-lived assets		90,686			5,775	Loss on disposal and impairment of long-lived assets		57,167			90,686
Gain on investments	Gain on investments		(460,674)			(446,852)	Gain on investments		(1,009,691)			(460,674)
Net amortization of investments	Net amortization of investments		36,077			33,102	Net amortization of investments		58,055			36,077
Changes in operating assets and liabilities providing (requiring) cash:	Changes in operating assets and liabilities providing (requiring) cash:						Changes in operating assets and liabilities providing (requiring) cash:
Trade receivables	Trade receivables		(40,411)			(18,633)	Trade receivables		119,626			(40,411)
Inventories	Inventories		(133,183)			57,259	Inventories		25,272			(133,183)
Other assets	Other assets		100,693			47,293	Other assets		(2,828)			100,693
Accounts payable and accrued expenses	Accounts payable and accrued expenses		773,652			264,323	Accounts payable and accrued expenses		282,482			773,652
Federal and state income taxes			73,103			27,863
Income taxes							Income taxes		(42,690)			73,103
Other liabilities	Other liabilities		8,759			(851)	Other liabilities		19,302			8,759
Total adjustments	Total adjustments		1,327,946			950,934	Total adjustments		765,318			1,327,946
Net cash provided by operating activities	Net cash provided by operating activities		$	4,279,920		3,166,988	Net cash provided by operating activities		$	4,126,721		4,279,920

See accompanying notes to condensed consolidated financial statements.

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts are in thousands, 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
2020
Balances at December 28, 2019 $ 706,552 3,758,066 12,317,478 0 81,289 (3,259,230) 13,604,155
Comprehensive earnings — — 667,335 — (138,494) — 528,841
Dividends, $0.30 per share — — (211,847) — — — (211,847)
Contribution of 7,398 shares to
retirement plan
4,977 242,724 — 114,054 — — 361,755
Acquisition of 9,142 shares from
stockholders
— — — (442,509) — — (442,509)
Sale of 2,239 shares to stockholders 107 5,179 — 104,062 — — 109,348
Change for ESOP related shares — — — — — (444,014) (444,014)
Balances at March 28, 2020 711,636 4,005,969 12,772,966 (224,393) (57,205) (3,703,244) 13,505,729
Comprehensive earnings — — 1,367,055 — 258,697 — 1,625,752
Dividends, $0.32 per share — — (225,495) — — — (225,495)
Acquisition of 6,714 shares from
stockholders
— — — (332,605) — — (332,605)
Sale of 492 shares to stockholders 0 0 — 24,476 — — 24,476
Change for ESOP related shares — — — — — 136,540 136,540
Balances at June 27, 2020 711,636 4,005,969 13,914,526 (532,522) 201,492 (3,566,704) 14,734,397
Comprehensive earnings — — 917,584 — 2,592 — 920,176
Dividends, $0.32 per share — — (224,264) — — — (224,264)
Acquisition of 5,859 shares from
stockholders
— — — (316,031) — — (316,031)
Sale of 1,141 shares to stockholders 0 0 — 61,070 — — 61,070
Change for ESOP related shares — — — — — 52,304 52,304
Balances at September 26, 2020 $ 711,636 4,005,969 14,607,846 (787,483) 204,084 (3,514,400) 15,227,652


	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
2021
Balances at December 26, 2020	$	690,982	4,005,969	14,343,865		—		200,951	(3,484,549)	15,757,218
Comprehensive earnings	—		—	1,495,093		—		(107,752)	—	1,387,341
Dividends, $0.32 per share	—		—	(220,975)		—		—	—	(220,975)
Contribution of 6,786 shares to retirement plan	4,743		285,438	—		118,388		—	—	408,569
Acquisition of 5,731 shares from stockholders	—		—	—		(340,092)		—	—	(340,092)
Sale of 1,515 shares to stockholders	—		5	—		90,877		—	—	90,882
Change for ESOP related shares	—		—	—		—		—	(560,684)	(560,684)
Balances at March 27, 2021	695,725		4,291,412	15,617,983		(130,827)		93,199	(4,045,233)	16,522,259
Comprehensive earnings	—		—	1,009,404		—		11,024	—	1,020,428
Dividends, $0.37 per share	—		—	(256,562)		—		—	—	(256,562)
Acquisition of 4,059 shares from stockholders	—		—	—		(248,145)		—	—	(248,145)
Sale of 721 shares to stockholders	—		72	—		43,950		—	—	44,022
Change for ESOP related shares	—		—	—		—		—	184,578	184,578
Balances at June 26, 2021	695,725		4,291,484	16,370,825		(335,022)		104,223	(3,860,655)	17,266,580
Comprehensive earnings	—		—	856,906		—		(17,491)	—	839,415
Dividends, $0.37 per share	—		—	(255,349)		—		—	—	(255,349)
Acquisition of 3,893 shares from stockholders	—		—	—		(244,209)		—	—	(244,209)
Sale of 999 shares to stockholders	—		—	—		62,864		—	—	62,864
Change for ESOP related shares	—		—	—		—		—	37,583	37,583
Balances at September 25, 2021	$	695,725	4,291,484	16,972,382		(516,367)		86,732	(3,823,072)	17,706,884

See accompanying notes to condensed consolidated financial statements.

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts are in thousands, 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
2019
Balances at December 29, 2018 $ 715,445 3,458,004 10,840,654 0 (55,762) (3,134,999) 11,823,342
Comprehensive earnings — — 980,971 — 59,814 — 1,040,785
Dividends, $0.26 per share — — (185,835) — — — (185,835)
Contribution of 8,587 shares to
retirement plans
5,605 235,017 — 127,329 — — 367,951
Acquisition of 7,802 shares from
stockholders
— — — (333,857) — — (333,857)
Sale of 2,641 shares to stockholders 621 26,019 — 86,556 — — 113,196
Change for ESOP related shares — — — — — (375,184) (375,184)
Balances at March 30, 2019 721,671 3,719,040 11,635,790 (119,972) 4,052 (3,510,183) 12,450,398
Comprehensive earnings — — 661,057 — 58,167 — 719,224
Dividends, $0.30 per share — — (215,552) — — — (215,552)
Acquisition of 5,790 shares from
stockholders
— — — (256,851) — — (256,851)
Sale of 904 shares to stockholders 0 6 — 40,276 — — 40,282
Change for ESOP related shares — — — — — 159,560 159,560
Balances at June 29, 2019 721,671 3,719,046 12,081,295 (336,547) 62,219 (3,350,623) 12,897,061
Comprehensive earnings — — 574,026 — 21,692 — 595,718
Dividends, $0.30 per share — — (214,162) — — — (214,162)
Acquisition of 5,061 shares from
stockholders
— — — (223,598) — — (223,598)
Sale of 1,811 shares to stockholders 455 19,613 — 59,849 — — 79,917
Change for ESOP related shares — — — — — 65,922 65,922
Balances at September 28, 2019 $ 722,126 3,738,659 12,441,159 (500,296) 83,911 (3,284,701) 13,200,858


	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
2020
Balances at December 28, 2019	$	706,552	3,758,066	12,317,478		—		81,289	(3,259,230)	13,604,155
Comprehensive earnings	—		—	667,335		—		(138,494)	—	528,841
Dividends, $0.30 per share	—		—	(211,847)		—		—	—	(211,847)
Contribution of 7,398 shares to retirement plan	4,977		242,724	—		114,054		—	—	361,755
Acquisition of 9,142 shares from stockholders	—		—	—		(442,509)		—	—	(442,509)
Sale of 2,239 shares to stockholders	107		5,179	—		104,062		—	—	109,348
Change for ESOP related shares	—		—	—		—		—	(444,014)	(444,014)

Balances at March 28, 2020	711,636		4,005,969	12,772,966		(224,393)		(57,205)	(3,703,244)	13,505,729
Comprehensive earnings	—		—	1,367,055		—		258,697	—	1,625,752
Dividends, $0.32 per share	—		—	(225,495)		—		—	—	(225,495)
Acquisition of 6,714 shares from stockholders	—		—	—		(332,605)		—	—	(332,605)
Sale of 492 shares to stockholders	—		—	—		24,476		—	—	24,476
Change for ESOP related shares	—		—	—		—		—	136,540	136,540
Balances at June 27, 2020	711,636		4,005,969	13,914,526		(532,522)		201,492	(3,566,704)	14,734,397
Comprehensive earnings	—		—	917,584		—		2,592	—	920,176
Dividends, $0.32 per share	—		—	(224,264)		—		—	—	(224,264)
Acquisition of 5,859 shares from stockholders	—		—	—		(316,031)		—	—	(316,031)
Sale of 1,141 shares to stockholders	—		—	—		61,070		—	—	61,070
Change for ESOP related shares	—		—	—		—		—	52,304	52,304
Balances at September 26, 2020	$	711,636	4,005,969	14,607,846		(787,483)		204,084	(3,514,400)	15,227,652

See accompanying notes to condensed consolidated financial statements.

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 and the impact of the coronavirus pandemic, the results of operations for the three and nine months ended September ~~26, 2020~~25, 2021 are not necessarily indicative of the results for the entire ~~2020~~2021 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 ~~28, 2019.~~26, 2020.

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.

(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 and individual equity securities)~~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 ~~like~~similar securities and matrix pricing of corporate, 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 (tax exempt and taxable 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 September ~~26, 2020~~25, 2021 and December ~~28, 2019:~~26, 2020:

Fair Value Level 1 Level 2 Level 3
(Amounts are in thousands)
September 26, 2020 $ 10,816,227 1,780,018 9,036,209 0
December 28, 2019 8,426,385 2,028,547 6,397,838 0


	Fair Value		Level 1	Level 2	Level 3
	(Amounts are in thousands)
September 25, 2021	$	13,356,955	2,029,514	11,327,441	—
December 26, 2020	11,288,199		1,465,987	9,822,212	—

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(3)Investments

(a)Debt Securities

In 2020, the Company adopted the Accounting Standards Update (ASU) requiring companies to recognize credit losses on debt securities in earnings as an allowance that is reevaluated each reporting period. The Company adopted the ASU on a prospective basis as of December 29, 2019. Prior to the adoption of the ASU, credit losses in which the Company did not expect to recover the cost of the debt security were recognized in earnings as an other-than-temporary impairment. The adoption of the ASU did not have an effect on the Company’s financial position, results of operations or cash flows.

Debt securities are classified as available-for-sale and measured at fair value. The Company evaluates debt securities on an individual security basis to determine if an unrealized loss is due to a credit loss or other factors, including interest rate fluctuations. The collectability of debt securities is evaluated based on criteria that include the extent to which the cost (cost of the debt security adjusted for amortization of premium or accretion of discount) exceeds fair value, the credit rating of the issuer or security, the failure of the issuer to make scheduled principal or interest payments and the financial health and prospects of the issuer or security.

Credit losses on debt securities the Company does not intend to sell and will not be required to sell prior to any anticipated recovery are recognized in earnings through an allowance. The allowance is measured as the difference between the present value of expected cash flows and the cost of the debt security, limited to the difference between the cost and the fair value of the debt security. Expected cash flows are discounted using the debt security’s effective interest rate. Subsequent changes to the allowance are recognized in earnings in the period of the change. Credit losses on debt securities the Company intends to sell or will be required to sell prior to any anticipated recovery are recognized in earnings and measured as the difference between the cost and the fair value of the debt security.

Other unrealized losses on debt securities the Company does not intend to sell and will not be required to sell prior to any anticipated recovery are reported in other comprehensive earnings net of income taxes and included as a component of stockholders’ equity. Other unrealized losses on debt securities the Company intends to sell or will be required to sell prior to any anticipated recovery are recognized in earnings and measured as the difference between the cost and the fair value of the debt security.

Following is a summary of debt securities as of September ~~26, 2020~~25, 2021 and December ~~28, 2019:~~26, 2020:

Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(Amounts are in thousands)
September 26, 2020
Tax exempt bonds $ 596,669 9,110 136 605,643
Taxable bonds 7,478,037 276,735 7,898 7,746,874
Restricted investments 167,603 15,659 0 183,262
$ 8,242,309 301,504 8,034 8,535,779
December 28, 2019
Tax exempt bonds $ 767,931 3,429 130 771,230
Taxable bonds 5,002,036 120,132 1,443 5,120,725
Restricted investments 169,983 10,101 0 180,084
$ 5,939,950 133,662 1,573 6,072,039


	Cost		Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
	(Amounts are in thousands)
September 25, 2021
Tax exempt bonds	$	341,196	3,348	2	344,542
Taxable bonds	9,275,734		172,580	44,511	9,403,803
Restricted investments	170,708		10,154	106	180,756
	$	9,787,638	186,082	44,619	9,929,101
December 26, 2020
Tax exempt bonds	$	548,438	7,408	88	555,758
Taxable bonds	8,182,003		286,745	8,324	8,460,424
Restricted investments	167,727		14,383	—	182,110
	$	8,898,168	308,536	8,412	9,198,292

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.

The cost and fair value of debt securities by expected maturity as of September 25, 2021 and December 26, 2020 are as follows:


			September 25, 2021			December 26, 2020
	Cost			Fair Value	Cost		Fair Value
	(Amounts are in thousands)
Due in one year or less	$	766,268		774,261	677,453		682,965
Due after one year through five years	5,976,382			6,114,708	5,330,696		5,533,074
Due after five years through ten years	3,041,935			3,036,899	2,886,333		2,978,301
Due after ten years	3,053			3,233	3,686		3,952
	$	9,787,638		9,929,101	8,898,168		9,198,292

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The ~~cost and fair value of debt securities by expected maturity as of September 26, 2020 and December 28, 2019 are as follows:~~

September 26, 2020 December 28, 2019
Cost
Fair
Value
Cost
Fair
Value
(Amounts are in thousands)
Due in one year or less $ 645,524 650,446 437,236 438,105
Due after one year through five years 5,089,321 5,277,428 3,836,333 3,900,904
Due after five years through ten years 2,503,518 2,603,665 1,661,143 1,727,594
Due after ten years 3,946 4,240 5,238 5,436
$ 8,242,309 8,535,779 5,939,950 6,072,039

~~The~~ Company had no debt securities with credit losses as of September 25, 2021 and December 26, 2020.

Following is a summary of debt securities with other unrealized losses by the time period impaired as of September ~~26, 2020~~25, 2021 and December ~~28, 2019:~~26, 2020:

Less Than
12 Months
12 Months
or Longer
Total
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
(Amounts are in thousands)
September 26, 2020
Tax exempt bonds $ 29,415 136 0 0 29,415 136
Taxable bonds 1,420,268 7,898 0 0 1,420,268 7,898
$ 1,449,683 8,034 0 0 1,449,683 8,034
December 28, 2019
Tax exempt bonds $ 48,462 11 99,976 119 148,438 130
Taxable bonds 573,315 888 197,641 555 770,956 1,443
$ 621,777 899 297,617 674 919,394 1,573


			Less Than 12 Months				12 Months or Longer				Total
	Fair Value			Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(Amounts are in thousands)
September 25, 2021
Tax exempt bonds	$	12,390			2	—			—	12,390			2
Taxable bonds	3,180,685				34,255	531,692			10,256	3,712,377			44,511
Restricted investments	9,751				106	—			—	9,751			106
	$	3,202,826			34,363	531,692			10,256	3,734,518			44,619
December 26, 2020
Tax exempt bonds	$	3,704			88	—			—	3,704			88
Taxable bonds	1,157,387				7,946	39,622			378	1,197,009			8,324

	$	1,161,091			8,034	39,622			378	1,200,713			8,412

There are 73159 debt securities contributing to the total unrealized losses of ~~$8,034,000~~$44,619,000 as of September ~~26, 2020.~~25, 2021. 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 ~~$2,280,448,000~~$3,427,854,000 and ~~$2,354,346,000~~$2,089,907,000 as of September 25, 2021 and December 26, 2020, ~~and December 28, 2019,~~ respectively.

~~PUBLIX SUPER MARKETS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

(c)Investment Income

Net realized gain on investments represents the difference between the cost and the proceeds from the sale of debt and equity securities. The net realized gain 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 for the three and nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019:~~26, 2020:


			Three Months Ended					Nine Months Ended					Three Months Ended					Nine Months Ended
		September 26, 2020			September 28, 2019		September 26, 2020		September 28, 2019			September 25, 2021			September 26, 2020		September 25, 2021		September 26, 2020
		(Amounts are in thousands)										(Amounts are in thousands)
Interest and dividend income	Interest and dividend income		$	47,061		46,796		148,239		135,526	Interest and dividend income		$	48,992		47,061		143,618		148,239
Net realized gain on investments	Net realized gain on investments		109,132			33,798		217,596		104,242	Net realized gain on investments		8,391			109,132		32,376		217,596
			156,193			80,594		365,835		239,768			57,383			156,193		175,994		365,835
Fair value adjustment, due to net unrealized gain (loss), on equity securities held at end of period			130,637			(26,936)		340,618		292,381
Net (gain) loss on sale of equity securities previously recognized through fair value adjustment			(21,535)			16,391		(97,540)		50,229
Fair value adjustment, due to net unrealized gain, on equity securities held at end of period											Fair value adjustment, due to net unrealized gain, on equity securities held at end of period		72,945			130,637		986,756		340,618
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		—			(21,535)		(9,441)		(97,540)
			$	265,295		70,049		608,913		582,378			$	130,328		265,295		1,153,309		608,913

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 certain 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 September 25, 2021, the carrying amounts of the assets and liabilities of the consolidated JVs were $196,617,000 and $78,298,000, respectively. As of December 26, 2020, the carrying amounts of the assets and liabilities of the consolidated JVs were ~~$206,752,000~~$199,230,000 and ~~$84,484,000, respectively. As of December 28, 2019, the carrying amounts of the assets and liabilities of the consolidated JVs were $154,659,000 and $78,472,000,~~$77,565,000, 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 ~~2020~~2021 and ~~2019~~2020 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 nine months ended September 25, 2021 or September 26, ~~2020 and September 28, 2019.~~2020. Maturities of JV loans range from January ~~2021~~2022 through April 2027 and have variable interest rates based on a LIBOR index plus ~~175~~200 to 250 basis points. Maturities of assumed shopping center loans range from ~~December 2020~~October 2021 through January 2027 and have fixed interest rates ranging from 3.7% to 7.5%.

~~PUBLIX SUPER MARKETS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

(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 ~~$405,225,000~~$563,348,000 and ~~$287,328,000~~$444,801,000 as of September ~~26, 2020~~25, 2021 and December ~~28, 2019,~~26, 2020, respectively. The cost of the shares held by the ESOP totaled ~~$3,109,175,000~~$3,259,724,000 and ~~$2,971,902,000~~$3,039,748,000 as of September ~~26, 2020~~25, 2021 and December ~~28, 2019,~~26, 2020, 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 ~~$3,514,400,000~~$3,823,072,000 and ~~$3,259,230,000~~$3,484,549,000 as of September ~~26, 2020~~25, 2021 and December ~~28, 2019,~~26, 2020, respectively. The fair value of the shares held by the ESOP totaled ~~$9,542,277,000~~$10,481,250,000 and ~~$8,585,189,000~~$9,976,034,000 as of September 25, 2021 and December 26, 2020, ~~and December 28, 2019,~~ respectively.

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(6)Accumulated Other Comprehensive Earnings (Losses)

A reconciliation of the changes in accumulated other comprehensive earnings (losses) net of income taxes for the three months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019~~26, 2020 is as follows:

Investments
Postretirement Benefit
Accumulated Other Comprehensive Earnings (Losses)
(Amounts are in thousands)
2020
Balances at June 27, 2020 $ 217,080 (15,588) 201,492
Unrealized gain on debt securities 5,456 — 5,456
Net realized gain on debt securities reclassified to investment income (3,678) — (3,678)
Adjustment to postretirement benefit obligation — 814 814
Net other comprehensive earnings 1,778 814 2,592
Balances at September 26, 2020 $ 218,858 (14,774) 204,084
2019
Balances at June 29, 2019 $ 68,948 (6,729) 62,219
Unrealized gain on debt securities 22,131 — 22,131
Net realized gain on debt securities reclassified to investment income (439) — (439)
Net other comprehensive earnings 21,692 0 21,692
Balances at September 28, 2019 $ 90,640 (6,729) 83,911


	Investments			Postretirement Benefit		Accumulated Other Comprehensive Earnings (Losses)
		(Amounts are in thousands)
2021
Balances at June 26, 2021		$	124,417		(20,194)		104,223
Unrealized loss on debt securities		(12,611)			—		(12,611)
Net realized gain on debt securities reclassified to investment income		(6,258)			—		(6,258)
Adjustment to postretirement benefit obligation		—			1,378		1,378
Net other comprehensive (losses) earnings		(18,869)			1,378		(17,491)
Balances at September 25, 2021		$	105,548		(18,816)		86,732

2020
Balances at June 27, 2020		$	217,080		(15,588)		201,492
Unrealized gain on debt securities		5,456			—		5,456
Net realized gain on debt securities reclassified to investment income		(3,678)			—		(3,678)
Adjustment to postretirement benefit obligation		—			814		814
Net other comprehensive earnings		1,778			814		2,592
Balances at September 26, 2020		$	218,858		(14,774)		204,084

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the changes in accumulated other comprehensive earnings (losses) net of income taxes for the nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019~~26, 2020 is as follows:

Investments
Postretirement Benefits
Accumulated Other Comprehensive Earnings (Losses)
(Amounts are in thousands)
2020
Balances at December 28, 2019 $ 98,506 (17,217) 81,289
Unrealized gain on debt securities 127,951 — 127,951
Net realized gain on debt securities reclassified to investment income (7,599) — (7,599)
Adjustment to postretirement benefit obligation — 2,443 2,443
Net other comprehensive earnings 120,352 2,443 122,795
Balances at September 26, 2020 $ 218,858 (14,774) 204,084
2019
Balances at December 29, 2018 $ (49,033) (6,729) (55,762)
Unrealized gain on debt securities 139,782 — 139,782
Net realized gain on debt securities reclassified to investment income (109) — (109)
Net other comprehensive earnings 139,673 0 139,673
Balances at September 28, 2019 $ 90,640 (6,729) 83,911


	Investments			Postretirement Benefits		Accumulated Other Comprehensive Earnings (Losses)
		(Amounts are in thousands)
2021
Balances at December 26, 2020		$	223,904		(22,953)		200,951
Unrealized loss on debt securities		(103,182)			—		(103,182)
Net realized gain on debt securities reclassified to investment income		(15,174)			—		(15,174)
Adjustment to postretirement benefit obligation		—			4,137		4,137
Net other comprehensive (losses) earnings		(118,356)			4,137		(114,219)
Balances at September 25, 2021		$	105,548		(18,816)		86,732

2020
Balances at December 28, 2019		$	98,506		(17,217)		81,289
Unrealized gain on debt securities		127,951			—		127,951
Net realized gain on debt securities reclassified to investment income		(7,599)			—		(7,599)
Adjustment to postretirement benefit obligation		—			2,443		2,443
Net other comprehensive earnings		120,352			2,443		122,795

Balances at September 26, 2020		$	218,858		(14,774)		204,084

(7)Subsequent Event

On October 1, ~~2020,~~2021, the Company declared a quarterly dividend on its common stock of ~~$0.32~~$0.37 per share or ~~$222,700,000,~~$254,100,000, payable November ~~2, 2020~~1, 2021 to stockholders of record as of the close of business October 15, ~~2020.~~2021.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company is engaged in the retail food industry and as of September ~~26, 2020~~25, 2021 operated ~~1,251~~1,284 supermarkets in Florida, Georgia, Alabama, South Carolina, Tennessee, North Carolina and Virginia. The Company plans to expand its retail operations into Kentucky in 2023. For the nine months ended September ~~26, 2020, 21~~25, 2021, 29 supermarkets were opened (including ~~five~~six replacement supermarkets) and ~~104~~111 supermarkets were remodeled. Nine supermarkets were closed during the period. The replacement supermarkets that opened during the nine months ended September ~~26, 2020~~25, 2021 replaced ~~one supermarket~~four supermarkets closed during the same period and ~~four~~two supermarkets closed during a previous period. ~~Three of the~~Five supermarkets closed in ~~2020~~2021 will be replaced on site in a subsequent ~~period and five supermarkets will not be replaced.~~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.

Coronavirus Pandemic ~~Impact~~

On March 13, 2020, the coronavirus pandemic was declared a national emergency. The coronavirus pandemic resulted in national, state and local authorities mandating or recommending isolation and other preventative measures for large portions of the population, including mandatory business restrictions and closures. These measures, which were necessary to slow the spread of the virus and protect lives, resulted in significant job losses and ~~are expected to have~~had serious adverse impacts on domestic and foreign ~~economies for an unknown length of time. The effect of~~economies. While economic stabilization efforts, including government payments to affected citizens and industries, ~~is uncertain.~~

have been implemented, the future impact of the coronavirus pandemic continues to be uncertain and difficult to predict. The Company ~~has been~~was classified as an essential business ~~in all locations in which it operates~~ and has remained open to serve the needs of its ~~customers.~~customers throughout the pandemic. It isremains a top priority of the Company to continue to serve its customers in a way that protects the health and safety of its employees and customers. The Company estimates that its sales for the three and nine months ended September 26, 2020 increased approximately $1.25 billion and $3.75 billion, respectively, due to the impact of the coronavirus pandemic. The Company incurred additional payroll related, transportation and other costs to meet the significant sales demand and protect the health and safety of its employees and customers. The profit on the incremental sales resulting from increased customer purchases of food and cleaning supplies more than offset the additional costs incurred. The future impact of the coronavirus pandemic is uncertain and difficult to predict.

Results of Operations

Sales

Sales for the three months ended September ~~26, 2020~~25, 2021 were ~~$11.1~~$11.9 billion as compared with ~~$9.3~~$11.1 billion for the three months ended September ~~28, 2019,~~26, 2020, an increase of ~~$1,708.8~~$867.4 million or ~~18.3%~~7.8%. The increase in sales for the three months ended September ~~26, 2020~~25, 2021 as compared with the three months ended September ~~28, 2019~~26, 2020 was primarily due to ~~the impact of the coronavirus pandemic. The Company estimates that its~~new supermarket sales ~~for the three months ended September 26, 2020 increased approximately $1.25 billion or 13.4% due to the impact of the coronavirus pandemic. Comparable~~and a 6.3% 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 September ~~26, 2020~~25, 2021 increased ~~16.5%~~ primarily due to ~~the impact of the coronavirus pandemic.~~increased 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 9 to 12 months.

Sales for the nine months ended September ~~26, 2020~~25, 2021 were ~~$33.7~~$35.4 billion as compared with ~~$28.4~~$33.7 billion for the nine months ended September ~~28, 2019,~~26, 2020, an increase of ~~$5,303.7~~$1,746.8 million or ~~18.7%~~5.2%. The increase in sales for the nine months ended September ~~26, 2020~~25, 2021 as compared with the nine months ended September ~~28, 2019~~26, 2020 was primarily due to ~~the impact of the coronavirus pandemic. The Company estimates that its~~new supermarket sales ~~for the nine months ended September 26, 2020 increased approximately $3.75 billion or 13.2% due to the impact of the coronavirus pandemic.~~and a 3.6% increase in comparable store sales. Comparable store sales for the nine months ended September ~~26, 2020~~25, 2021 increased ~~16.9%~~ primarily due to ~~the impact of the coronavirus pandemic.~~increased product costs.

Gross profit

Gross profit (sales less cost of merchandise sold) as a percentage of sales was ~~27.6%~~26.9% and ~~26.8%~~27.6% for the three months ended September ~~26, 2020~~25, 2021 and ~~September 28, 2019, respectively. Gross profit as a percentage of sales was 28.1% and 27.3% for the nine months ended~~ September 26, 2020, ~~and September 28, 2019,~~ respectively. The ~~increase~~decrease in gross profit as a percentage of sales for the three months ended September 25, 2021 as compared with the three months ended September 26, 2020 was primarily due to the increase in the LIFO reserve and product cost increases which were not passed on to customers. Gross profit as a percentage of sales was 27.7% and 28.1% for the nine months ended September 25, 2021 and September 26, 2020, respectively. The decrease in gross profit as a percentage of sales for the nine months ended September 25, 2021 as compared with the nine months ended September 26, 2020 ~~as compared with the three and nine months ended September 28, 2019~~ was primarily due to ~~reduced~~the increase in the LIFO reserve and a decrease in the impact of the coronavirus pandemic on shrink and volume driven efficiencies ~~related to the impact of the coronavirus pandemic.~~

in 2021 as compared with 2020.

Operating and administrative expenses

Operating and administrative expenses as a percentage of sales were ~~20.4%~~20.0% and ~~21.0%~~20.4% for the three months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019, respectively. Operating and administrative expenses as a percentage of sales were 19.6% and 20.7% for the nine months ended September~~ 26, 2020, ~~and September 28, 2019,~~ respectively. The decrease in operating and administrative expenses as a percentage of sales for the three months ended September 25, 2021 as compared with the three months ended September 26, 2020 was primarily due to a decrease in payroll costs as a percentage of sales, partially offset by an increase in facility costs as a percentage of sales. Operating and administrative expenses as a percentage of sales were 19.8% and 19.6% for the nine months ended September 25, 2021 and September 26, 2020, respectively. The increase in operating and administrative expenses as a percentage of sales for the nine months ended September 25, 2021 as compared with the nine months ended September 26, 2020 ~~as compared with the three and nine months ended September 28, 2019~~ was primarily due to ~~volume driven efficiencies related to the impact~~an increase in payroll costs as a percentage of ~~the coronavirus pandemic.~~sales.

Operating profit

Operating profit as a percentage of sales was ~~7.9%~~7.6% and ~~6.6%~~7.9% for the three months ended September ~~26, 2020~~25, 2021 and ~~September 28, 2019, respectively. Operating profit as a percentage of sales was 9.2% and 7.6% for the nine months ended~~ September 26, 2020, ~~and September 28, 2019,~~ respectively. The ~~increase~~decrease in operating profit as a percentage of sales for the three months ended September 25, 2021 as compared with the three months ended September 26, 2020 was primarily due to the decrease in gross profit as a percentage of sales, partially offset by the decrease in operating and administrative expenses as a percentage of sales. Operating profit as a percentage of sales was 8.7% and 9.2% for the nine months ended September 25, 2021 and September 26, 2020, respectively. The decrease in operating profit as a percentage of sales for the nine months ended September 25, 2021 as compared with the nine months ended September 26, 2020 ~~as compared with the three and nine months ended September 28, 2019~~ was primarily due to the ~~increase~~decrease in gross profit as a percentage of sales and the ~~decrease~~increase in operating and administrative expenses as a percentage of sales.

Investment income

Investment income was ~~$265.3~~$130.3 million and ~~$70.0~~$265.3 million for the three months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. Excluding the impact of net unrealized gains on equity securities in ~~2020~~2021 and ~~net unrealized losses on equity securities in 2019,~~2020, investment income would have been ~~$156.2~~$57.4 million and ~~$80.6~~$156.2 million for the three months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. Excluding the impact of net unrealized gains ~~and losses~~ on equity securities, the ~~increase~~decrease in investment income for the three months ended September ~~26, 2020~~25, 2021 as compared with the three months ended September ~~28, 2019~~26, 2020 was primarily due to ~~an increase~~the decrease in net realized gains on ~~investment securities.~~investments.

Investment income was ~~$608.9~~$1,153.3 million and ~~$582.4~~$608.9 million for the nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. Excluding the impact of net unrealized gains on equity securities in ~~2020~~2021 and ~~2019,~~2020, investment income would have been ~~$365.8~~$176.0 million and ~~$239.8~~$365.8 million for the nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. Excluding the impact of net unrealized gains on equity securities, the ~~increase~~decrease in investment income for the nine months ended September ~~26, 2020~~25, 2021 as compared with the nine months ended September ~~28, 2019~~26, 2020 was primarily due to ~~an increase~~the decrease in net realized gains on ~~investment securities.~~investments.

Income tax expense

The effective income tax rate was 19.3% and 20.9% for the three months ended September 25, 2021 and ~~18.3%~~September 26, 2020, respectively. The decrease in the effective income tax rate for the three months ended September 25, 2021 as compared with the three months ended September 26, 2020 was primarily due to the increased impact of permanent deductions and ~~September 28, 2019, respectively.~~credits relative to earnings before income tax expense and a reduction in state income tax rates. The effective income tax rate was ~~21.2%~~21.4% and ~~20.5%~~21.2% for the nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. The increase in the effective income tax rate for the ~~three and~~nine months ended September 25, 2021 as compared with the nine months ended September 26, 2020 ~~as compared with the three and nine months ended September 28, 2019~~ was primarily due to the decreased impact of permanent deductions and credits ~~due~~relative to ~~the increase in~~ earnings before income tax ~~expense.~~expense, partially offset by a reduction in state income tax rates.

Net earnings

Net earnings were $856.9 million or $1.24 per share and $917.6 million or $1.31 ~~per share and $574.0 million or $0.81~~ per share for the three months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. Net earnings as a percentage of sales were ~~8.3%~~7.2% and ~~6.1%~~8.3% for the three months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. Excluding the impact of net unrealized gains on equity securities in ~~2020~~2021 and ~~net unrealized losses on equity securities in 2019,~~2020, net earnings would have been $802.5 million or $1.16 per share and 6.7% as a percentage of sales for the three months ended September 25, 2021 and $836.2 million or $1.20 per share and 7.6% as a percentage of sales for the three months ended September 26, ~~2020 and $580.3 million or $0.81 per share and 6.2% as a percentage of sales for the three months ended September 28, 2019.~~2020. Excluding the impact of net unrealized gains ~~and losses~~ on equity securities in 2021 and 2020, the ~~increase~~decrease in net earnings as a percentage of sales for the three months ended September ~~26, 2020~~25, 2021 as compared with the three months ended September ~~28, 2019~~26, 2020 was primarily due to the ~~impact~~decrease in operating profit as a percentage of ~~the coronavirus pandemic.~~sales and net realized gains on investments.

Net earnings were $3,361.4 million or $4.87 per share and $2,952.0 million or $4.20 ~~per share and $2,216.1 million or $3.10~~ per share for the nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. Net earnings as a percentage of sales were ~~8.8%~~9.5% and ~~7.8%~~8.8% for the nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. Excluding the impact of net unrealized gains on equity securities in ~~2020~~2021 and ~~2019,~~2020, net earnings would have been $2,632.6 million or $3.81 per share and 7.4% as a percentage of sales for the nine months ended September 25, 2021 and $2,770.7 million or $3.94 per share and 8.2% as a percentage of sales for the nine months ended September 26, ~~2020 and $1,959.0 million or $2.74 per share and 6.9% as a percentage of sales for the nine months ended September 28, 2019.~~2020. Excluding the impact of net unrealized gains on equity securities in 2021 and 2020, the ~~increase~~decrease in net earnings as a percentage of sales for the nine months ended September ~~26, 2020~~25, 2021 as compared with the nine months ended September ~~28, 2019~~26, 2020 was primarily due to the ~~impact~~decrease in operating profit as a percentage of ~~the coronavirus pandemic.~~sales and net realized gains on investments.

Non-GAAP Financial Measures

In addition to reporting financial results for the three and nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019~~26, 2020 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 nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019:~~26, 2020:


			Three Months Ended				Nine Months Ended						Three Months Ended					Nine Months Ended
		September 26, 2020			September 28, 2019		September 26, 2020		September 28, 2019				September 25, 2021			September 26, 2020		September 25, 2021		September 26, 2020
		(amounts are in millions, except per share amounts)									(Amounts are in millions, except per share amounts)
Net earnings	Net earnings		$	917.6		574.0		2,952.0		2,216.1		Net earnings		$	856.9		917.6		3,361.4		2,952.0
Fair value adjustment, due to net unrealized (gain) loss, on equity securities held at end of period			(130.6)			26.9		(340.6)		(292.4)
Net gain (loss) on sale of equity securities previously recognized through fair value adjustment			21.5			(16.4)		97.5		(50.2)
Income tax expense (benefit) (1)			27.7			(4.2)		61.8		85.5
Fair value adjustment, due to net unrealized gain, on equity securities held at end of period												Fair value adjustment, due to net unrealized gain, on equity securities held at end of period		(72.9)			(130.6)		(986.7)		(340.6)
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		—			21.5		9.4		97.5
Income tax expense (1)												Income tax expense (1)		18.5			27.7		248.5		61.8
Net earnings excluding impact of fair value adjustment	Net earnings excluding impact of fair value adjustment		$	836.2		580.3		2,770.7		1,959.0		Net earnings excluding impact of fair value adjustment		$	802.5		836.2		2,632.6		2,770.7
Weighted average shares outstanding	Weighted average shares outstanding		698.8			712.6		702.9		715.1		Weighted average shares outstanding		688.9			698.8		690.7		702.9
Earnings per share excluding impact of fair value adjustment	Earnings per share excluding impact of fair value adjustment		$	1.20		0.81		3.94		2.74		Earnings per share excluding impact of fair value adjustment		$	1.16		1.20		3.81		3.94

(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 $14,528.5 million as of September 25, 2021, as compared with $11,961.7 million as ofDecember 26, 2020 and $11,419.0 million as of September 26, ~~2020, as compared with $9,189.8 million as ofDecember 28, 2019 and $8,892.7 million as of September 28, 2019.~~2020. The increase from the third quarter of ~~2019~~2020 to the third quarter of ~~2020~~2021 was primarily due to the increase in the fair value of investments and increased sales ~~from~~as a result of the coronavirus pandemic.

Net cash provided by operating activities

Net cash provided by operating activities was ~~$4,279.9~~$4,126.7 million and ~~$3,167.0~~$4,279.9 million for the nine months ended September 25, 2021 and September 26, 2020, ~~and September 28, 2019,~~ respectively. The ~~increase~~decrease in net cash provided by operating activities for the nine months ended September ~~26, 2020~~25, 2021 as compared with the nine months ended September ~~28, 2019~~26, 2020 was primarily due to the impact of the lag in payments for merchandise related to increased sales from the coronavirus pandemic in 2020, partially offset by the ~~normal lag~~decrease in ~~payments for merchandise related to the increased sales~~trade receivables and ~~the deferral of 2020 payroll tax payments under a coronavirus tax relief provision.~~inventories.

Net cash used in investing activities

Net cash used in investing activities was ~~$2,891.9~~$2,238.6 million and ~~$1,279.1~~$2,891.9 million for the nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. The primary use of net cash in investing activities for the nine months ended September ~~26, 2020~~25, 2021 was funding capital expenditures and net increases in ~~investment securities.~~investments. Capital expenditures for the nine months ended September ~~26, 2020~~25, 2021 totaled ~~$894.3~~$983.3 million. These expenditures were incurred in connection with the opening of 2129 supermarkets (including ~~five~~six replacement supermarkets) and the remodeling of ~~104~~111 supermarkets. Expenditures were also incurred for new supermarkets and remodels in progress, construction or expansion of warehouses and new or enhanced information technology hardware and software. For the nine months ended September ~~26, 2020,~~25, 2021, the payment for investments, net of the proceeds from the sale and maturity of investments, was ~~$2,001.5~~$1,265.6 million.

Net cash used in financing activities

Net cash used in financing activities was ~~$1,548.6~~$1,390.1 million and ~~$1,193.2~~$1,548.6 million for the nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively. The primary use of net cash in financing activities was funding net common stock repurchases and dividend payments. Net common stock repurchases totaled ~~$896.3~~$634.7 million and ~~$580.9~~$896.3 million for the nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, 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 $732.9 million or $1.06 per share and $661.6 million or $0.94 ~~per share and $615.5 million or $0.86~~ per share during the nine months ended September ~~26, 2020~~25, 2021 and September ~~28, 2019,~~26, 2020, respectively.

Capital expenditures projection

Capital expenditures for the remainder of ~~2020~~2021 are expected to be approximately $400 million, 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 ~~2020,~~2021, 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

~~From time to time, certain~~Certain information provided by the Company ~~including written or oral statements made by its representatives,~~in this Quarterly Report on Form 10-Q (Quarterly Report) may ~~contain~~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, including as it relates to the coronavirus pandemic. 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, the following: 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; changes in the general economy, including the economic downturn associated with the coronavirus pandemic; changes in consumer spending; changes in population, employment and job growth in the Company’s principal markets; impacts of a public health crisis or other significant catastrophic event, such as the coronavirus pandemic; 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, increases in operating costs including, but not limited to, labor costs, credit card fees and utility costs, particularly electric rates, ability to construct new supermarkets or complete remodels as rapidly as planned and stability of product costs. 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 Company’s Form 10-K for the year ended December ~~28, 2019.~~26, 2020.

Item 4. Controls and Procedures

As of the end of the period covered by this Quarterly Report, ~~on Form 10-Q,~~ 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 September ~~26, 2020~~25, 2021 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 Company’s Form 10-K for the year ended December ~~28, 2019,~~26, 2020, 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~~

~~The Company has identified an additional risk factor to supplement the risk factors disclosed in the Company’s Form 10-K for the year ended December 28, 2019.~~

~~Unfavorable impacts of the coronavirus pandemic or any future public health crisis on operations, customers, employees, suppliers and tenants could adversely affect the Company.~~

On March 13, 2020, the coronavirus pandemic was declared a national emergency. The coronavirus pandemic resulted in national, state and local authorities mandating or recommending isolation measures for large portions of the population, including mandatory business restrictions and closures. These measures, which were necessary to slow the spread of the virus and protect lives, resulted in significant job losses and are expected to have serious adverse impacts on domestic and foreign economies for an unknown length of time. The effect of economic stabilization efforts, including government payments to affected citizens and industries, is uncertain.

~~The Company’s operations may be adversely impacted by the fear of exposure to or actual effects of the coronavirus. These impacts may include:~~

•~~operating cost increases due to changes in customer demand, changes in supermarket processes or increased government regulation;~~

•~~delays in the timing of remodels and opening new supermarkets;~~

•~~reduced workforce due to illness, quarantine or government mandates impacting the Company’s supermarket, distribution, manufacturing and support operations;~~

•~~temporary supermarket closings or reduced hours of operation due to reduced workforce, enhanced cleaning processes, increased stocking or government mandates;~~

•~~supply chain risks from goods produced in areas of significant coronavirus outbreak or disruption from suppliers due to financial or operational difficulties;~~

•~~reduction in travel, tourism or consumer spending due to government recommendations or mandates, fear of exposure to the coronavirus or adverse economic conditions;~~

•~~changes in customer demand from discretionary or higher priced products to lower priced products; or~~

•~~uncertainty as to future operations of tenants in Company owned shopping centers due to adverse economic conditions.~~

~~The future impact of the coronavirus pandemic is uncertain and difficult to predict and could adversely affect the Company’s financial condition and results of operations.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Shares of common stock repurchased by the Company during the three months ended September ~~26, 2020~~25, 2021 were as follows (amounts are in thousands, 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)
June 28, 2020
through
August 1, 2020
561 $ 50.10 N/A N/A
August 2, 2020
through
August 29, 2020
3,813 54.35 N/A N/A
August 30, 2020
through
September 26, 2020
1,485 54.35 N/A N/A

Total
5,859 $ 53.94 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)

June 27, 2021

through

July 31, 2021

771

61.30

N/A

August 1, 2021

through

August 28, 2021

2,207

63.10

N/A

August 29, 2021

through

September 25, 2021

915

63.10

N/A

Total

3,893

62.74

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 September ~~26, 2020~~25, 2021 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

2019

Item 6. Exhibits

31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 The following financial information from ~~the~~this Quarterly Report ~~on Form 10-Q for the quarter ended September 26, 2020~~ 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.

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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.



		PUBLIX SUPER MARKETS, INC.



Date:	November ~~2, 2020~~1, 2021	/s/ Merriann M. Metz
		Merriann M. Metz, Secretary



Date:	November ~~2, 2020~~1, 2021	/s/ David P. Phillips
		David P. Phillips, Executive Vice President, ~~and~~ Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

2221