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 June 25, 2016
Commission File Number 0-00981
 
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)
Registrant’s telephone number, including area code: (863) 688-1188
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer            Accelerated filer           Non-accelerated filer    X    Smaller reporting company           
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 July 15, 2016 was 769,636,000.

 





PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts are in thousands, except par value)
 
June 25, 2016
 
December 26, 2015
 
 
(Unaudited)
 
ASSETS
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
304,762

 
 
 
352,176

 
Short-term investments
 
1,464,791

 
 
 
1,376,698

 
Trade receivables
 
611,515

 
 
 
723,685

 
Merchandise inventories
 
1,644,634

 
 
 
1,740,513

 
Deferred tax assets
 
57,580

 
 
 
51,216

 
Prepaid expenses
 
62,555

 
 
 
70,145

 
Total current assets
 
4,145,837

 
 
 
4,314,433

 
Long-term investments
 
5,532,326

 
 
 
5,226,236

 
Other noncurrent assets
 
409,071

 
 
 
431,311

 
Property, plant and equipment
 
11,394,807

 
 
 
10,712,312

 
Accumulated depreciation
 
(4,541,729
)
 
 
 
(4,325,014
)
 
Net property, plant and equipment
 
6,853,078

 
 
 
6,387,298

 
 
 
$
16,940,312

 
 
 
16,359,278

 
LIABILITIES AND EQUITY
 
Current liabilities:
 
 
 
 
 
 
 
Accounts payable
 
$
1,505,544

 
 
 
1,675,858

 
Accrued expenses:
 
 
 
 
 
 
 
Contributions to retirement plans
 
362,349

 
 
 
513,072

 
Self-insurance reserves
 
135,405

 
 
 
135,865

 
Salaries and wages
 
220,181

 
 
 
131,253

 
Other
 
386,471

 
 
 
380,314

 
Current portion of long-term debt
 
70,302

 
 
 
56,693

 
Federal and state income taxes
 
15,957

 
 
 
9,634

 
Total current liabilities
 
2,696,209

 
 
 
2,902,689

 
Deferred tax liabilities
 
464,100

 
 
 
425,132

 
Self-insurance reserves
 
213,920

 
 
 
214,474

 
Accrued postretirement benefit cost
 
101,455

 
 
 
101,725

 
Long-term debt
 
169,514

 
 
 
179,753

 
Other noncurrent liabilities
 
98,261

 
 
 
104,243

 
Total liabilities
 
3,743,459

 
 
 
3,928,016

 
Common stock related to Employee Stock Ownership Plan (ESOP)
 
3,217,495

 
 
 
2,953,878

 
Stockholders’ equity:
 
 
 
 
 
 
 
Common stock of $1 par value. Authorized 1,000,000 shares;
issued 776,025 shares in 2016 and 770,175 shares in 2015
 
776,025

 
 
 
770,175

 
Additional paid-in capital
 
2,823,792

 
 
 
2,556,391

 
Retained earnings
 
9,775,500

 
 
 
9,041,497

 
Treasury stock at cost, 6,065 shares in 2016
 
(269,950
)
 
 
 

 
Accumulated other comprehensive earnings
 
54,798

 
 
 
26,268

 
Common stock related to ESOP
 
(3,217,495
)
 
 
 
(2,953,878
)
 
Total stockholders’ equity
 
9,942,670

 
 
 
9,440,453

 
Noncontrolling interests
 
36,688

 
 
 
36,931

 
Total equity
 
13,196,853

 
 
 
12,431,262

 
 
 
$
16,940,312

 
 
 
16,359,278

 

See accompanying notes to condensed consolidated financial statements.     
1



PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share amounts)

 
 
Three Months Ended
 
 
June 25, 2016
 
June 27, 2015
 
 
(Unaudited)
 
Revenues:
 
 
 
 
 
 
 
Sales
 
$
8,125,216

 
 
 
7,955,474

 
Other operating income
 
65,321

 
 
 
62,557

 
Total revenues
 
8,190,537

 
 
 
8,018,031

 
Costs and expenses:
 
 
 
 
 
 
 
Cost of merchandise sold
 
5,881,473

 
 
 
5,722,339

 
Operating and administrative expenses
 
1,649,713

 
 
 
1,627,252

 
Total costs and expenses
 
7,531,186

 
 
 
7,349,591

 
Operating profit
 
659,351

 
 
 
668,440

 
Investment income
 
25,391

 
 
 
45,404

 
Other nonoperating income, net
 
14,328

 
 
 
8,932

 
Earnings before income tax expense
 
699,070

 
 
 
722,776

 
Income tax expense
 
220,883

 
 
 
240,035

 
Net earnings
 
$
478,187

 
 
 
482,741

 
Weighted average shares outstanding
 
772,368

 
 
 
776,730

 
Basic and diluted earnings per share
 
$
0.62

 
 
 
0.62

 
Dividends paid per common share
 
$
0.2225

 
 
 
0.39

 


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)

 
 
Three Months Ended
 
 
June 25, 2016
 
June 27, 2015
 
 
(Unaudited)
 
Net earnings
 
$
478,187

 
 
 
482,741

 
Other comprehensive earnings:
 
 
 
 
 
 
 
Unrealized gain (loss) on available-for-sale (AFS) securities net of income taxes of $13,722 and $(444) in 2016 and 2015, respectively
 
21,791

 
 
 
(705
)
 
Reclassification adjustment for net realized gain on AFS securities net of income taxes of $(460) and $(8,837) in 2016 and 2015, respectively
 
(731
)
 
 
 
(14,032
)
 
Adjustment to postretirement benefit plan obligation net of income taxes of $92 in 2015
 

 
 
 
145

 
Comprehensive earnings
 
$
499,247

 
 
 
468,149

 







See accompanying notes to condensed consolidated financial statements.     
2



PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share amounts)

 
 
Six Months Ended
 
 
June 25, 2016
 
June 27, 2015
 
 
(Unaudited)
 
Revenues:
 
 
 
 
 
 
 
Sales
 
$
16,847,406

 
 
 
16,304,791

 
Other operating income
 
133,692

 
 
 
125,985

 
Total revenues
 
16,981,098

 
 
 
16,430,776

 
Costs and expenses:
 
 
 
 
 
 
 
Cost of merchandise sold
 
12,152,596

 
 
 
11,723,570

 
Operating and administrative expenses
 
3,342,364

 
 
 
3,264,972

 
Total costs and expenses
 
15,494,960

 
 
 
14,988,542

 
Operating profit
 
1,486,138

 
 
 
1,442,234

 
Investment income
 
53,222

 
 
 
81,167

 
Other nonoperating income, net
 
26,016

 
 
 
16,582

 
Earnings before income tax expense
 
1,565,376

 
 
 
1,539,983

 
Income tax expense
 
505,300

 
 
 
508,324

 
Net earnings
 
$
1,060,076

 
 
 
1,031,659

 
Weighted average shares outstanding
 
771,572

 
 
 
776,014

 
Basic and diluted earnings per share
 
$
1.37

 
 
 
1.33

 
Dividends paid per common share
 
$
0.4225

 
 
 
0.39

 


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)

 
 
Six Months Ended
 
 
June 25, 2016
 
June 27, 2015
 
 
(Unaudited)
 
Net earnings
 
$
1,060,076

 
 
 
1,031,659

 
Other comprehensive earnings:
 
 
 
 
 
 
 
Unrealized gain (loss) on AFS securities net of income taxes of $20,627 and $(2,466) in 2016 and 2015, respectively
 
32,756

 
 
 
(3,917
)
 
Reclassification adjustment for net realized gain on AFS securities net of income taxes of $(2,661) and $(14,778) in 2016 and 2015, respectively
 
(4,226
)
 
 
 
(23,465
)
 
Adjustment to postretirement benefit plan obligation net of income taxes of $183 in 2015
 

 
 
 
290

 
Comprehensive earnings
 
$
1,088,606

 
 
 
1,004,567

 




See accompanying notes to condensed consolidated financial statements.         
3


PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)

 
 
Six Months Ended
 
 
June 25, 2016
 
June 27, 2015
 
 
(Unaudited)
 
Cash flows from operating activities:
 
 
 
 
 
 
 
Cash received from customers
 
$
16,999,076

 
 
 
16,321,489

 
Cash paid to employees and suppliers
 
(14,810,898
)
 
 
 
(14,284,168
)
 
Income taxes paid
 
(442,064
)
 
 
 
(436,729
)
 
Self-insured claims paid
 
(157,882
)
 
 
 
(140,840
)
 
Dividends and interest received
 
118,375

 
 
 
106,524

 
Other operating cash receipts
 
130,816

 
 
 
122,676

 
Other operating cash payments
 
(22,000
)
 
 
 
(10,524
)
 
Net cash provided by operating activities
 
1,815,423

 
 
 
1,678,428

 
Cash flows from investing activities:
 
 
 
 
 
 
 
Payment for capital expenditures
 
(730,736
)
 
 
 
(504,936
)
 
Proceeds from sale of property, plant and equipment
 
3,121

 
 
 
2,231

 
Payment for investments
 
(1,112,111
)
 
 
 
(1,336,122
)
 
Proceeds from sale and maturity of investments
 
674,239

 
 
 
675,223

 
Net cash used in investing activities
 
(1,165,487
)
 
 
 
(1,163,604
)
 
Cash flows from financing activities:
 
 
 
 
 
 
 
Payment for acquisition of common stock
 
(523,401
)
 
 
 
(481,950
)
 
Proceeds from sale of common stock
 
172,488

 
 
 
160,233

 
Dividends paid
 
(326,073
)
 
 
 
(303,354
)
 
Repayment of long-term debt
 
(20,121
)
 
 
 
(23,262
)
 
Other, net
 
(243
)
 
 
 
3,260

 
Net cash used in financing activities
 
(697,350
)
 
 
 
(645,073
)
 
Net decrease in cash and cash equivalents
 
(47,414
)
 
 
 
(130,249
)
 
Cash and cash equivalents at beginning of period
 
352,176

 
 
 
407,493

 
Cash and cash equivalents at end of period
 
$
304,762

 
 
 
277,244

 


See accompanying notes to condensed consolidated financial statements.     (Continued)
4


PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)
 
 
 
Six Months Ended
 
 
June 25, 2016
 
June 27, 2015
 
 
(Unaudited)
 
Reconciliation of net earnings to net cash
provided by operating activities:
 
 
 
 
 
 
 
Net earnings
 
$
1,060,076

 
 
 
1,031,659

 
Adjustments to reconcile net earnings to net
cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
 
307,667

 
 
 
269,766

 
Increase in LIFO reserve
 
11,704

 
 
 
19,936

 
Retirement contributions paid or payable
in common stock
 
202,316

 
 
 
202,559

 
Deferred income taxes
 
14,638

 
 
 
(27,966
)
 
Loss on disposal and impairment of property,
plant and equipment
 
2,472

 
 
 
19,650

 
Gain on AFS securities
 
(6,887
)
 
 
 
(38,243
)
 
Net amortization of investments
 
71,371

 
 
 
67,874

 
Changes in operating assets and liabilities
providing (requiring) cash:
 
 
 
 
 
 
 
Trade receivables
 
112,297

 
 
 
(15,671
)
 
Merchandise inventories
 
84,175

 
 
 
48,443

 
Prepaid expenses and other noncurrent assets
 
(6,277
)
 
 
 
(15,311
)
 
Accounts payable and accrued expenses
 
(49,528
)
 
 
 
27,723

 
Self-insurance reserves
 
(1,014
)
 
 
 
1,867

 
Federal and state income taxes
 
17,764

 
 
 
90,553

 
Other noncurrent liabilities
 
(5,351
)
 
 
 
(4,411
)
 
Total adjustments
 
755,347

 
 
 
646,769

 
Net cash provided by operating activities
 
$
1,815,423

 
 
 
1,678,428

 



See accompanying notes to condensed consolidated financial statements.         
5


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 (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, the accompanying statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, these statements include all adjustments that are of a normal and recurring nature necessary to present fairly the Company’s financial position and results of operations. Due to the seasonal nature of the Company’s business, the results of operations for the three and six months ended June 25, 2016 are not necessarily indicative of the results for the entire 2016 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 26, 2015.
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)
Recently Issued Accounting Standards
In June 2016, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) requiring companies to change the methodology used to measure credit losses on financial instruments.  The ASU is effective for reporting periods beginning after December 15, 2019 with early adoption permitted only for reporting periods beginning after December 15, 2018.  The Company does not expect the adoption of the ASU to have a material effect on the Company’s financial condition or results of operations. The adoption of the ASU will have no effect on the Company’s cash flows.
In February 2016, the FASB issued an ASU on lease accounting. The ASU requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The ASU is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating the ASU, the Company expects the adoption of the ASU to have a material effect on the Company’s financial condition due to the recognition of the lease rights and obligations as assets and liabilities on the Consolidated Balance Sheets. The Company does not expect the adoption of the ASU to have a material effect on the Company’s results of operations. The adoption of the ASU will have no effect on the Company’s cash flows.
In January 2016, the FASB issued an ASU requiring companies to measure equity securities at fair value with changes in fair value recognized in net earnings as opposed to other comprehensive earnings. The ASU is effective for reporting periods beginning after December 15, 2017. The adoption of the ASU will have an effect on the Company’s results of operations. The extent of the effect on results of operations will vary with the changes in the fair value of equity securities. The adoption of the ASU will have no effect on the Company’s financial condition or cash flows.
In November 2015, the FASB issued an ASU requiring companies to classify deferred tax assets and liabilities in the noncurrent section of the balance sheet. The ASU is effective for reporting periods beginning after December 15, 2016 with early adoption permitted.  The adoption of the ASU will not have a material effect on the Company’s financial condition and will have no effect on the Company’s results of operations or cash flows.
In May 2014, the FASB issued an ASU on the recognition of revenue from contracts with customers. The ASU requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The ASU is effective for reporting periods beginning after December 15, 2017 with early adoption permitted only for reporting periods beginning after December 15, 2016. The Company does not expect the adoption of the ASU to have a material effect on the Company’s financial condition, results of operations or cash flows.



6


PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



(3)
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 available-for-sale (AFS) securities 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. AFS securities that are included in this category are primarily mutual funds, exchange traded funds and equity securities.
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 securities and matrix pricing of corporate, state and municipal bonds by using pricing of similar bonds based on coupons, ratings and maturities. AFS securities that are included in this category are primarily debt securities (tax exempt and taxable bonds).
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 AFS securities are currently included in this category.
Following is a summary of fair value measurements for AFS securities as of June 25, 2016 and December 26, 2015:
 
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
 
 
(Amounts are in thousands)
June 25, 2016
 
$
6,997,117

 
1,122,708

 
5,874,409

 

December 26, 2015
 
6,602,934

 
1,049,791

 
5,553,143

 


(4)
Investments
Debt and equity securities are classified as AFS and are carried at fair value. The Company evaluates whether AFS securities are other-than-temporarily impaired (OTTI) based on criteria that include the extent to which cost exceeds market value, the duration of the market value decline, 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.
Declines in the value of AFS securities determined to be OTTI are recognized in earnings and reported as OTTI losses. Debt securities with unrealized losses are considered OTTI if the Company intends to sell the debt security or if the Company will be required to sell the debt security prior to any anticipated recovery. If the Company determines that a debt security is OTTI under these circumstances, the impairment recognized in earnings is measured as the difference between the amortized cost and the current fair value. A debt security is also determined to be OTTI if the Company does not expect to recover the amortized cost of the debt security. However, in this circumstance, if the Company does not intend to sell the debt security and will not be required to sell the debt security, the impairment recognized in earnings equals the estimated credit loss as measured by the difference between the present value of expected cash flows and the amortized cost of the debt security. Expected cash flows are discounted using the debt security’s effective interest rate. An equity security is determined to be OTTI if the Company does not expect to recover the cost of the equity security. Declines in the value of AFS securities determined to be temporary are reported net of income taxes as other comprehensive losses and included as a component of stockholders’ equity.
Interest and dividend income, amortization of premiums, accretion of discounts and realized gains and losses on AFS securities are included in investment income. Interest income is accrued as earned. Dividend income is recognized as income on the ex-dividend date of the equity security. The cost of AFS securities sold is based on the first-in, first-out method.


7


PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Following is a summary of AFS securities as of June 25, 2016 and December 26, 2015:
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
Gross
Unrealized
Losses
 
Fair
Value
 
 
(Amounts are in thousands)
June 25, 2016
 
 
 
 
 
 
 
 
 
 
 
Tax exempt bonds
 
$
3,442,442

 
 
26,723

 
 
559

 
 
3,468,606

Taxable bonds
 
2,393,982

 
 
12,471

 
 
1,141

 
 
2,405,312

Restricted investments
 
164,549

 
 
1,389

 
 

 
 
165,938

Equity securities
 
898,622

 
 
87,844

 
 
29,205

 
 
957,261

 
 
$
6,899,595

 
 
128,427

 
 
30,905

 
 
6,997,117

December 26, 2015
 
 
 
 
 
 
 
 
 
 
 
Tax exempt bonds
 
$
3,336,841

 
 
12,038

 
 
2,737

 
 
3,346,142

Taxable bonds
 
2,214,366

 
 
1,492

 
 
10,399

 
 
2,205,459

Restricted investments
 
164,548

 
 

 
 
1,389

 
 
163,159

Equity securities
 
836,153

 
 
78,378

 
 
26,357

 
 
888,174

 
 
$
6,551,908

 
 
91,908

 
 
40,882

 
 
6,602,934


Realized gains on sales of AFS securities totaled $2,633,000 and $11,884,000 for the three and six months ended June 25, 2016, respectively. Realized losses on sales of AFS securities totaled $1,442,000 and $4,997,000 for the three and six months ended June 25, 2016, respectively.
Realized gains on sales of AFS securities totaled $27,656,000 and $43,922,000 for the three and six months ended June 27, 2015, respectively. Realized losses on sales of AFS securities totaled $4,787,000 and $5,679,000 for the three and six months ended June 27, 2015, respectively.
The amortized cost and fair value of AFS securities by expected maturity as of June 25, 2016 and December 26, 2015 are as follows:
 
 
June 25, 2016
 
December 26, 2015
 
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
 
(Amounts are in thousands)
Due in one year or less
 
$
1,462,861

 
1,464,791

 
1,375,450

 
1,376,698

Due after one year through five years
 
3,972,098

 
4,002,436

 
3,951,600

 
3,948,654

Due after five years through ten years
 
381,423

 
385,783

 
161,732

 
162,999

Due after ten years
 
20,042

 
20,908

 
62,425

 
63,250

 
 
5,836,424

 
5,873,918

 
5,551,207

 
5,551,601

Restricted investments
 
164,549

 
165,938

 
164,548

 
163,159

Equity securities
 
898,622

 
957,261

 
836,153

 
888,174

 
 
$
6,899,595

 
6,997,117

 
6,551,908

 
6,602,934



8


PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Following is a summary of temporarily impaired AFS securities by the time period impaired as of June 25, 2016 and December 26, 2015:
 
 
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)
 
June 25, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax exempt bonds
 
$
90,715

 
 
532

 
 
11,641

 
 
27

 
 
102,356

 
 
559

 
Taxable bonds
 
140,993

 
 
153

 
 
132,257

 
 
988

 
 
273,250

 
 
1,141

 
Equity securities
 
357,222

 
 
18,644

 
 
33,989

 
 
10,561

 
 
391,211

 
 
29,205

 
 
 
$
588,930

 
 
19,329

 
 
177,887

 
 
11,576

 
 
766,817

 
 
30,905

 
December 26, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax exempt bonds
 
$
890,907

 
 
2,264

 
 
63,474

 
 
473

 
 
954,381

 
 
2,737

 
Taxable bonds
 
1,676,719

 
 
9,988

 
 
70,309

 
 
411

 
 
1,747,028

 
 
10,399

 
Restricted investments
 
163,159

 
 
1,389

 
 

 
 

 
 
163,159

 
 
1,389

 
Equity securities
 
274,517

 
 
20,561

 
 
16,112

 
 
5,796

 
 
290,629

 
 
26,357

 
 
 
$
3,005,302

 
 
34,202

 
 
149,895

 
 
6,680

 
 
3,155,197

 
 
40,882

 
There are 167 AFS securities contributing to the total unrealized loss of $30,905,000 as of June 25, 2016. Unrealized losses related to debt securities are primarily due to interest rate volatility impacting the market value of certain bonds. The Company continues to receive scheduled principal and interest payments on these debt securities. Unrealized losses related to equity securities are primarily due to temporary equity market fluctuations that are expected to recover.

(5)
Consolidation of Joint Ventures and Long-Term Debt
From time to time, the Company enters into Joint Ventures (JV), in the legal form of limited liability companies, with certain real estate developers to partner in the development of shopping centers with the Company as the anchor tenant. The Company consolidates certain of these JVs in which it has a controlling financial interest. The Company is considered to have a controlling financial interest in a JV when it has (1) the power to direct the activities of the JV that most significantly impact the JV’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from the JV that could potentially be significant to such JV.
The Company evaluates a JV using specific criteria to determine whether the Company has a controlling financial interest and is the primary beneficiary of the JV. Factors considered in determining whether the Company is the primary beneficiary include risk and reward sharing, experience and financial condition of the other JV members, voting rights, involvement in routine capital and operating decisions and each member’s influence over the JV owned shopping center’s economic performance.
Generally, most major JV decision making is shared between all members. In particular, the use and sale of JV assets, business plans and budgets are generally required to be approved by all members. However, the Company, through its anchor tenant operating lease agreement, has the power to direct the activities that most significantly influence the economic performance of the JV owned shopping center. Additionally, through its member equity interest in the JV, the Company will receive a significant portion of the JV’s benefits or is obligated to absorb a significant portion of the JV’s losses.
As of June 25, 2016, the carrying amounts of the assets and liabilities of the consolidated JVs were $141,484,000 and $65,355,000, respectively. As of December 26, 2015, the carrying amounts of the assets and liabilities of the consolidated JVs were $141,355,000 and $64,928,000, 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 2016 and 2015 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.


9


PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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. The Company assumed loans totaling $23,491,000 during the six months ended June 25, 2016. The Company assumed loans totaling $31,759,000 during the six months ended June 27, 2015. Maturities of JV loans range from July 2016 through June 2017 and have variable interest rates based on a LIBOR index plus 175 to 250 basis points. Maturities of assumed shopping center loans range from August 2016 through January 2027 and have fixed interest rates ranging from 4.0% to 7.5%.
 
(6)
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 $500,161,000 and $427,226,000 as of June 25, 2016 and December 26, 2015, respectively. The cost of the shares held by the ESOP totaled $2,717,334,000 and $2,526,652,000 as of June 25, 2016 and December 26, 2015, 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 $3,217,495,000 and $2,953,878,000 as of June 25, 2016 and December 26, 2015, respectively. The fair value of the shares held by the ESOP totaled $9,418,580,000 and $9,201,171,000 as of June 25, 2016 and December 26, 2015, respectively.

(7)
Accumulated Other Comprehensive Earnings
A reconciliation of the changes in accumulated other comprehensive earnings net of income taxes for the three months ended June 25, 2016 and June 27, 2015 is as follows:
 
 
AFS Securities
 
Postretirement Benefits
 
Accumulated Other Comprehensive Earnings
 
 
 
(Amounts are in thousands)
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
Balances at March 26, 2016
 
 
$
38,765

 
 
 
(5,027
)
 
 
 
33,738

 
Unrealized gain on AFS securities
 
 
21,791

 
 
 

 
 
 
21,791

 
Net realized gain on AFS securities reclassified to investment income
 
 
(731
)
 
 
 

 
 
 
(731
)
 
Net other comprehensive earnings
 
 
21,060

 
 
 

 
 
 
21,060

 
Balances at June 25, 2016
 
 
$
59,825

 
 
 
(5,027
)
 
 
 
54,798

 
 
 
 
 
 
 
 
 
 
 
 
 
 
2015
 
 
 
 
Balances at March 28, 2015
 
 
$
105,317

 
 
 
(8,683
)
 
 
 
96,634

 
Unrealized loss on AFS securities
 
 
(705
)
 
 
 

 
 
 
(705
)
 
Net realized gain on AFS securities reclassified to investment income
 
 
(14,032
)
 
 
 

 
 
 
(14,032
)
 
Amortization of actuarial losses reclassified to operating and administrative expenses
 
 

 
 
 
145

 
 
 
145

 
Net other comprehensive (losses) earnings
 
 
(14,737
)
 
 
 
145

 
 
 
(14,592
)
 
Balances at June 27, 2015
 
 
$
90,580

 
 
 
(8,538
)
 
 
 
82,042

 
 
 
 
 
 
 
 
 
 
 
 
 
 



10


PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



A reconciliation of the changes in accumulated other comprehensive earnings net of income taxes for the six months ended June 25, 2016 and June 27, 2015 is as follows:
 
 
AFS Securities
 
Postretirement Benefits
 
Accumulated Other Comprehensive Earnings
 
 
 
(Amounts are in thousands)
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
Balances at December 26, 2015
 
 
$
31,295

 
 
 
(5,027
)
 
 
 
26,268

 
Unrealized gain on AFS securities
 
 
32,756

 
 
 

 
 
 
32,756

 
Net realized gain on AFS securities reclassified to investment income
 
 
(4,226
)
 
 
 

 
 
 
(4,226
)
 
Net other comprehensive earnings
 
 
28,530

 
 
 

 
 
 
28,530

 
Balances at June 25, 2016
 
 
$
59,825

 
 
 
(5,027
)
 
 
 
54,798

 
 
 
 
 
 
 
 
 
 
 
 
 
 
2015
 
 
 
 
Balances at December 27, 2014
 
 
$
117,962

 
 
 
(8,828
)
 
 
 
109,134

 
Unrealized loss on AFS securities
 
 
(3,917
)
 
 
 

 
 
 
(3,917
)
 
Net realized gain on AFS securities reclassified to investment income
 
 
(23,465
)
 
 
 

 
 
 
(23,465
)
 
Amortization of actuarial losses reclassified to operating and administrative expenses
 
 

 
 
 
290

 
 
 
290

 
Net other comprehensive (losses) earnings
 
 
(27,382
)
 
 
 
290

 
 
 
(27,092
)
 
Balances at June 27, 2015
 
 
$
90,580

 
 
 
(8,538
)
 
 
 
82,042

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(8)
Subsequent Event
On July 1, 2016, the Company declared a quarterly dividend on its common stock of $0.2225 per share or $171,200,000, payable August 1, 2016 to stockholders of record as of the close of business July 15, 2016.






11



Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Company is engaged in the retail food industry, operating supermarkets in Florida, Georgia, Alabama, South Carolina, Tennessee and North Carolina. The Company plans to expand its retail operations into Virginia in 2017. As of June 25, 2016, the Company operated 1,116 supermarkets. For the six months ended June 25, 2016, seven supermarkets were opened (including one replacement supermarket) and 80 supermarkets were remodeled. Five supermarkets were closed during the period. The replacement supermarket that opened during the six months ended June 25, 2016 replaced two of the supermarkets closed during the same period. The three remaining supermarkets closed during the six months ended June 25, 2016 will be replaced on site in subsequent periods. In the normal course of operations, the Company replaces supermarkets and closes supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not expected to be material.
Results of Operations
Sales
Sales for the three months ended June 25, 2016 were $8.1 billion as compared with $8.0 billion for the three months ended June 27, 2015, an increase of $169.7 million or 2.1%. The increase in sales for the three months ended June 25, 2016 as compared with the three months ended June 27, 2015 was primarily due to a 1.1% increase in comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). 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. The Company estimates that sales for the three months ended June 25, 2016 were negatively impacted by $100 million or 1.2% due to the effect of the Easter holiday being in the first quarter in 2016. In 2015, the effect of the Easter holiday was in the second quarter. Comparable store sales for the three months ended June 25, 2016 increased primarily due to product cost inflation and increased customer counts, partially offset by the effect of the early Easter holiday. Sales for the six months ended June 25, 2016 were $16.8 billion as compared with $16.3 billion for the six months ended June 27, 2015, an increase of $542.6 million or 3.3%. The increase in sales for the six months ended June 25, 2016 as compared with the six months ended June 27, 2015 was primarily due to a 2.2% increase in comparable store sales. Comparable store sales for the six months ended June 25, 2016 increased primarily due to product cost inflation and increased customer counts.
Gross profit
Gross profit (sales less cost of merchandise sold) as a percentage of sales was 27.6% and 28.1% for the three months ended June 25, 2016 and June 27, 2015, respectively. Gross profit as a percentage of sales was 27.9% and 28.1% for the six months ended June 25, 2016 and June 27, 2015, respectively. The decrease in gross profit as a percentage of sales for the three and six months ended June 25, 2016 as compared with the three and six months ended June 27, 2015 was primarily due to changes in promotional activities and pricing strategies.
Operating and administrative expenses
Operating and administrative expenses as a percentage of sales were 20.3% and 20.5% for the three months ended June 25, 2016 and June 27, 2015, respectively. Operating and administrative expenses as a percentage of sales were 19.8% and 20.0% for the six months ended June 25, 2016 and June 27, 2015, respectively. The decrease in operating and administrative expenses as a percentage of sales for the three and six months ended June 25, 2016 as compared with the three and six months ended June 27, 2015 was primarily due to a decrease in rent as a percentage of sales due to the acquisition of shopping centers with the Company as the anchor tenant and a decrease in utilities expense as a percentage of sales.
Investment income
Investment income was $25.4 million and $45.4 million for the three months ended June 25, 2016 and June 27, 2015, respectively. Investment income was $53.2 million and $81.2 million for the six months ended June 25, 2016 and June 27, 2015, respectively. The decrease in investment income for the three and six months ended June 25, 2016 as compared with the three and six months ended June 27, 2015 was primarily due to a decrease in realized gains on the sale of equity securities.
Income tax expense
The effective income tax rate was 31.6% and 33.2% for the three months ended June 25, 2016 and June 27, 2015, respectively. The effective income tax rate was 32.3% and 33.0% for the six months ended June 25, 2016 and June 27, 2015, respectively. The decrease in the effective income tax rate for the three and six months ended June 25, 2016 as compared with the three and six months ended June 27, 2015 was primarily due to an increase in investment related tax credits.


12



Net earnings
Net earnings were $478.2 million or $0.62 per share and $482.7 million or $0.62 per share for the three months ended June 25, 2016 and June 27, 2015, respectively. Net earnings as a percentage of sales were 5.9% and 6.1% for the three months ended June 25, 2016 and June 27, 2015, respectively. The decrease in net earnings as a percentage of sales for the three months ended June 25, 2016 as compared with the three months ended June 27, 2015 was primarily due to the decrease in gross profit as a percentage of sales, as noted above. Net earnings were $1,060.1 million or $1.37 per share and $1,031.7 million or $1.33 per share for the six months ended June 25, 2016 and June 27, 2015, respectively. Net earnings as a percentage of sales were 6.3% for the six months ended June 25, 2016 and June 27, 2015.
Liquidity and Capital Resources
Cash and cash equivalents, short-term investments and long-term investments totaled $7,301.9 million as of June 25, 2016, as compared with $6,955.1 million as of December 26, 2015 and $7,124.9 million as of June 27, 2015. The increase from the second quarter of 2015 to the second quarter of 2016 was primarily due to the Company generating cash in excess of the amount needed for operations, capital expenditures, common stock repurchases and dividend payments.
Net cash provided by operating activities
Net cash provided by operating activities was $1,815.4 million and $1,678.4 million for the six months ended June 25, 2016 and June 27, 2015, respectively. The increase in net cash provided by operating activities for the six months ended June 25, 2016 as compared with the six months ended June 27, 2015 was primarily due to increases in net earnings and non-cash expenses.
Net cash used in investing activities
Net cash used in investing activities was $1,165.5 million and $1,163.6 million for the six months ended June 25, 2016 and June 27, 2015, respectively. The primary use of net cash in investing activities for the six months ended June 25, 2016 was funding capital expenditures and net increases in investment securities. Capital expenditures totaled $730.7 million. These expenditures were incurred in connection with the opening of seven new supermarkets (including one replacement supermarket) and remodeling 80 supermarkets. Expenditures were also incurred for supermarkets and remodels in progress, new or enhanced information technology hardware and applications and the acquisition of shopping centers with the Company as the anchor tenant. For the six months ended June 25, 2016, the payment for investments, net of the proceeds from the sale and maturity of such investments, was $437.9 million.
Net cash used in financing activities
Net cash used in financing activities was $697.4 million and $645.1 million for the six months ended June 25, 2016 and June 27, 2015, respectively. The increase in net cash used in financing activities for the six months ended June 25, 2016 as compared with the six months ended June 27, 2015 was due to increases in net common stock repurchases and dividend payments. Net common stock repurchases totaled $350.9 million and $321.7 million for the six months ended June 25, 2016 and June 27, 2015, respectively. The Company currently repurchases common stock at the stockholders’ request in accordance with the terms of the 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 for amounts similar to those in prior years. 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
On May 2, 2016, the Company paid a quarterly dividend on its common stock of $0.2225 per share or $172.1 million. On February 1, 2016, the Company paid a quarterly dividend on its common stock of $0.20 per share or $154.0 million. On June 1, 2015, the Company paid a semiannual dividend on its common stock of $0.39 per share or $303.4 million.
On July 1, 2016, the Company declared a quarterly dividend on its common stock of $0.2225 per share or $171.2 million, payable August 1, 2016 to stockholders of record as of the close of business July 15, 2016.
Capital expenditures projection
Capital expenditures for the remainder of 2016 are expected to be approximately $770 million, primarily consisting of new supermarkets, remodeling existing supermarkets, remodeling and equipping warehouses, new or enhanced information technology hardware and applications and the acquisition of shopping centers with the Company as the anchor tenant. 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.


13



Cash requirements
In 2016, the 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 information provided by the Company, including written or oral statements made by its representatives, may contain forward-looking information as defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking information includes statements about the future performance of the Company, which is based on management’s assumptions and beliefs in light of the information currently available to them. When used, the words “plan,” “estimate,” “project,” “intend,” “expect,” “believe” 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; changes in consumer spending; changes in population, employment and job growth in the Company’s principal markets; 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 26, 2015.
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 are 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 June 25, 2016 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.



14



PART II. OTHER INFORMATION
Item 1.    Legal Proceedings
As reported in the Company’s Form 10-K for the year ended December 26, 2015, the Company is subject from time to time to various lawsuits, claims and charges arising in the normal course of business. The Company believes its recorded reserves are adequate in light of the probable and estimable liabilities. The estimated amount of reasonably possible losses for lawsuits, claims and charges, individually and in the aggregate, is considered to be immaterial. In the opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
Item 1A.    Risk Factors
There have been no material changes in the risk factors from those disclosed in the Company’s Form 10-K for the year ended December 26, 2015.
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 June 25, 2016 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)
March 27, 2016
through
April 30, 2016
 
 
1,125

 
 
 
$
45.20

 
 
N/A
 
N/A
May 1, 2016
through
May 28, 2016
 
 
2,806

 
 
 
43.95

 
 
N/A
 
N/A
May 29, 2016
through
June 25, 2016
 
 
1,623

 
 
 
43.95

 
 
N/A
 
N/A
 
 
Total
 
 
5,554

 
 
 
$
44.20

 
 
N/A
 
N/A
(1) 
Common stock is made available for sale by the Company only to its current employees and members of its Board of Directors through the ESPP and Directors Plan and to participants of the 401(k) Plan. In addition, common stock is provided to employees through the ESOP. The Company currently repurchases common stock subject to certain terms and conditions. The ESPP, Directors Plan, 401(k) Plan and ESOP each contain provisions prohibiting any transfer for value without the owner first offering the common stock to the Company.
The Company’s common stock is not traded on an established securities market. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company does not believe that these repurchases of its common stock are within the scope of a publicly announced plan or program (although the terms of the plans discussed above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three months ended June 25, 2016 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


15




Item 5.    Other Information
Not Applicable
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 Quarterly Report on Form 10-Q for the quarter ended June 25, 2016 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 and (v) Notes to Condensed Consolidated Financial Statements.



16



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:
August 1, 2016
 
/s/  John A. Attaway, Jr.
 
 
 
John A. Attaway, Jr., Secretary
 
 
 
 
 
 
 
 
 
 
 
Date:
August 1, 2016
 
/s/  David P. Phillips
 
 
 
David P. Phillips, Executive Vice President and Chief Financial Officer (Principal Financial and
Accounting Officer)



17
 

Exhibit 31.1


CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
Certification
I, Randall T. Jones, Sr., certify that:
1.    I have reviewed this quarterly report on Form 10-Q of Publix Super Markets, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:  August 1, 2016


/s/ Randall T. Jones, Sr.
Randall T. Jones, Sr.

Chief Executive Officer and President



 

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
Certification
I, David P. Phillips, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of Publix Super Markets, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 1, 2016


/s/ David P. Phillips
David P. Phillips
Executive Vice President and Chief Financial Officer



 

Exhibit 32.1


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the Quarterly Report of Publix Super Markets, Inc. (the “Company”) on Form 10-Q for the period ended June 25, 2016 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
I, Randall T. Jones, Sr., Chief Executive Officer of the Company, certify, to the best of my knowledge, that on the date hereof:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:  August 1, 2016


/s/ Randall T. Jones, Sr.
Randall T. Jones, Sr.

Chief Executive Officer and President



 

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the Quarterly Report of Publix Super Markets, Inc. (the “Company”) on Form 10-Q for the period ended June 25, 2016 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
I, David P. Phillips, Chief Financial Officer of the Company, certify, to the best of my knowledge, that on the date hereof:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 1, 2016


/s/ David P. Phillips
David P. Phillips
Executive Vice President and Chief Financial Officer