PUBLIX SUPER MARKETS, INC.
|
| | | | | | | | | | |
| | Nine Months Ended | |
| September 30, 2017 | | September 24, 2016 |
| | (Unaudited) | |
Cash flows from operating activities: | | | | | | | |
Cash received from customers | | $ | 25,786,802 |
| | | | 25,024,422 |
| |
Cash paid to employees and suppliers | | (22,593,366 | ) | | | | (21,995,448 | ) | |
Income taxes paid | | (478,456 | ) | | | | (505,330 | ) | |
Self-insured claims paid | | (270,036 | ) | | | | (242,803 | ) | |
Dividends and interest received | | 185,542 |
| | | | 175,698 |
| |
Other operating cash receipts | | 197,277 |
| | | | 193,482 |
| |
Other operating cash payments | | (14,748 | ) | | | | (31,258 | ) | |
Net cash provided by operating activities | | 2,813,015 |
| | | | 2,618,763 |
| |
Cash flows from investing activities: | | | | | | | |
Payment for capital expenditures | | (1,063,152 | ) | | | | (1,110,516 | ) | |
Proceeds from sale of property, plant and equipment | | 4,460 |
| | | | 4,300 |
| |
Payment for investments | | (2,353,947 | ) | | | | (1,891,611 | ) | |
Proceeds from sale and maturity of investments | | 2,593,592 |
| | | | 1,352,848 |
| |
Net cash used in investing activities | | (819,047 | ) | | | | (1,644,979 | ) | |
Cash flows from financing activities: | | | | | | | |
Payment for acquisition of common stock | | (1,438,628 | ) | | | | (722,641 | ) | |
Proceeds from sale of common stock | | 215,424 |
| | | | 252,803 |
| |
Dividends paid | | (519,787 | ) | | | | (497,318 | ) | |
Repayment of long-term debt | | (46,019 | ) | | | | (40,831 | ) | |
Other, net | | 27,418 |
| | | | (13,412 | ) | |
Net cash used in financing activities | | (1,761,592 | ) | | | | (1,021,399 | ) | |
Net increase (decrease) in cash and cash equivalents | | 232,376 |
| | | | (47,615 | ) | |
Cash and cash equivalents at beginning of period | | 438,319 |
| | | | 352,176 |
| |
Cash and cash equivalents at end of period | | $ | 670,695 |
| | | | 304,561 |
| |
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Nine Months Ended | | |
| | September 26, 2020 | | | September 28, 2019 | |
Reconciliation of net earnings to net cash provided by operating activities: | | | | | | | | | | |
Net earnings | | | $ | 2,951,974 | | | | | | 2,216,054 | | | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | | | | |
Depreciation and amortization | | | 545,180 | | | | | | 534,747 | | | |
Increase in last-in, first out (LIFO) reserve | | | 32,449 | | | | | | 30,788 | | | |
Retirement contributions paid or payable in common stock | | | 308,387 | | | | | | 295,407 | | | |
Deferred income taxes | | | (6,772) | | | | | | 120,713 | | | |
Loss on disposal and impairment of long-lived assets | | | 90,686 | | | | | | 5,775 | | | |
Gain on investments | | | (460,674) | | | | | | (446,852) | | | |
Net amortization of investments | | | 36,077 | | | | | | 33,102 | | | |
Changes in operating assets and liabilities providing (requiring) cash: | | | | | | | | | | |
Trade receivables | | | (40,411) | | | | | | (18,633) | | | |
Inventories | | | (133,183) | | | | | | 57,259 | | | |
Other assets | | | 100,693 | | | | | | 47,293 | | | |
Accounts payable and accrued expenses | | | 773,652 | | | | | | 264,323 | | | |
Federal and state income taxes | | | 73,103 | | | | | | 27,863 | | | |
Other liabilities | | | 8,759 | | | | | | (851) | | | |
Total adjustments | | | 1,327,946 | | | | | | 950,934 | | | |
Net cash provided by operating activities | | | $ | 4,279,920 | | | | | | 3,166,988 | | | |
See accompanying notes to condensed consolidated financial statements.
5
|
| | | | | | | | | | |
| | Nine Months Ended | |
| September 30, 2017 | | September 24, 2016 |
| | (Unaudited) | |
Reconciliation of net earnings to net cash provided by operating activities: | | | | | | | |
Net earnings | | $ | 1,525,270 |
| | | | 1,481,211 |
| |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | |
Depreciation and amortization | | 484,307 |
| | | | 458,694 |
| |
Increase in LIFO reserve | | 20,720 |
| | | | 7,020 |
| |
Retirement contributions paid or payable in common stock | | 280,571 |
| | | | 278,335 |
| |
Deferred income taxes | | 36,311 |
| | | | (10,889 | ) | |
Loss on disposal and impairment of property, plant and equipment | | 1,991 |
| | | | 2,756 |
| |
Gain on AFS securities | | (104,881 | ) | | | | (12,958 | ) | |
Net amortization of investments | | 87,982 |
| | | | 105,968 |
| |
Changes in operating assets and liabilities providing (requiring) cash: | | | | | | | |
Trade receivables | | 67,952 |
| | | | 90,128 |
| |
Merchandise inventories | | (4,632 | ) | | | | 70,809 |
| |
Prepaid expenses and other noncurrent assets | | (5,410 | ) | | | | (18,999 | ) | |
Accounts payable and accrued expenses | | 264,196 |
| | | | 42,951 |
| |
Self-insurance reserves | | 1,692 |
| | | | 930 |
| |
Federal and state income taxes | | 162,748 |
| | | | 129,501 |
| |
Other noncurrent liabilities | | (5,802 | ) | | | | (6,694 | ) | |
Total adjustments | | 1,287,745 |
| | | | 1,137,552 |
| |
Net cash provided by operating activities | | $ | 2,813,015 |
| | | | 2,618,763 |
| |
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 | |
See accompanying notes to condensed consolidated financial statements.
6
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 | |
See accompanying notes to condensed consolidated financial statements.
7
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements of Publix Super Markets, Inc. and subsidiaries (the Company)(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 30, 201726, 2020 are not necessarily indicative of the results for the entire 20172020 fiscal year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.28, 2019.
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(2)Fair Value of 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.Instruments
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. The Company retrospectively adopted the ASU during the quarter ended April 1, 2017, and therefore reclassified $77,496,000 from current deferred tax assets to noncurrent deferred tax liabilities as of December 31, 2016 on the condensed consolidated balance sheet.
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. 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.
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) securitiesinvestments 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 areInvestments included in this category are primarily mutual funds, exchangeequity securities (exchange traded funds and individual equity securities.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 areInvestments 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 AFS securitiesinvestments are currently included in this category.
Following is a summary of fair value measurements for AFS securitiesinvestments as of September 30, 201726, 2020 and December 31, 2016:28, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 30, 2017 | | $ | 6,500,541 |
| | 2,266,877 |
| | 4,233,664 |
| | — |
|
December 31, 2016 | | 6,738,618 |
| | 1,286,625 |
| | 5,451,993 |
| | — |
|
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 and equity securities are classified as AFSavailable-for-sale and are carriedmeasured at fair value. The Company evaluates whether AFSdebt securities are other-than-temporarily impaired (OTTI)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 exceeds market value, the duration(cost of the marketdebt security adjusted for amortization of premium or accretion of discount) exceeds fair 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 AFSCredit losses on debt 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 impairmentprior to any anticipated recovery are recognized in earnings equals the estimated credit lossthrough an allowance. The allowance is measured as measured by the difference between the present value of expected cash flows and the amortized 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. An equity security is determinedSubsequent 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 OTTI ifrequired 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 expectintend to recover the cost of the equity security. Declinessell and will not be required to sell prior to any anticipated recovery are reported in the value of AFS securities determined to be temporary are reportedother comprehensive earnings 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 Other unrealized losses on AFSdebt securities the Company intends to sell or will be required to sell prior to any anticipated recovery are includedrecognized in investment income. Interest income is accruedearnings and measured as earned. Dividend income is recognized as income on the ex-dividend datedifference between the cost and the fair value of the debt security.
Following is a summary of debt securities as of September 26, 2020 and December 28, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 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 | |
The costCompany maintains restricted investments primarily for the benefit of AFS securities sold is based on the first-in, first-out method.
Company’s insurance carrier related to self-insurance reserves. These investments are held as collateral and not used for claim payments.
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Following is a summary of AFS securities as of September 30, 2017 and December 31, 2016:
|
| | | | | | | | | | | | | | | | |
| | Amortized Cost | | Gross Unrealized Gains | Gross Unrealized Losses | | Fair Value |
| | (Amounts are in thousands) |
September 30, 2017 | | | | | | | | | | | |
Tax exempt bonds | | $ | 2,054,341 |
| | | 5,308 |
| | | 2,841 |
| | | 2,056,808 |
|
Taxable bonds | | 2,185,377 |
| | | 3,639 |
| | | 14,000 |
| | | 2,175,016 |
|
Restricted investments | | 164,548 |
| | | 463 |
| | | — |
| | | 165,011 |
|
Equity securities | | 1,971,825 |
| | | 134,123 |
| | | 2,242 |
| | | 2,103,706 |
|
| | $ | 6,376,091 |
| | | 143,533 |
| | | 19,083 |
| | | 6,500,541 |
|
December 31, 2016 | | | | | | | | | | | |
Tax exempt bonds | | $ | 3,036,060 |
| | | 2,211 |
| | | 24,649 |
| | | 3,013,622 |
|
Taxable bonds | | 2,469,192 |
| | | 1,359 |
| | | 33,903 |
| | | 2,436,648 |
|
Restricted investments | | 164,548 |
| | | — |
| | | 463 |
| | | 164,085 |
|
Equity securities | | 1,021,340 |
| | | 110,879 |
| | | 7,956 |
| | | 1,124,263 |
|
| | $ | 6,691,140 |
| | | 114,449 |
| | | 66,971 |
| | | 6,738,618 |
|
Realized gains on sales of AFS securities totaled $11,179,000 and $109,815,000 for the three and nine months ended September 30, 2017, respectively. Realized losses on sales of AFS securities totaled $856,000 and $4,934,000 for the three and nine months ended September 30, 2017, respectively.
Realized gains on sales of AFS securities totaled $7,012,000 and $18,896,000 for the three and nine months ended September24, 2016, respectively. Realized losses on sales of AFS securities totaled $941,000 and $5,938,000 for the three and nine months ended September 24, 2016, respectively.
The amortized cost and fair value of AFSdebt securities by expected maturity as of September 30, 201726, 2020 and December 31, 201628, 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 | | |
|
| | | | | | | | | | | | | |
| | September 30, 2017 | | December 31, 2016 |
| | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| | (Amounts are in thousands) |
Due in one year or less | | $ | 1,256,912 |
| | 1,256,724 |
| | 1,592,144 |
| | 1,591,740 |
|
Due after one year through five years | | 2,583,254 |
| | 2,577,163 |
| | 3,218,371 |
| | 3,187,739 |
|
Due after five years through ten years | | 389,425 |
| | 387,386 |
| | 680,641 |
| | 656,162 |
|
Due after ten years | | 10,127 |
| | 10,551 |
| | 14,096 |
| | 14,629 |
|
| | 4,239,718 |
| | 4,231,824 |
| | 5,505,252 |
| | 5,450,270 |
|
Restricted investments | | 164,548 |
| | 165,011 |
| | 164,548 |
| | 164,085 |
|
Equity securities | | 1,971,825 |
| | 2,103,706 |
| | 1,021,340 |
| | 1,124,263 |
|
| | $ | 6,376,091 |
| | 6,500,541 |
| | 6,691,140 |
| | 6,738,618 |
|
The Company had no debt securities with credit losses as of September 26, 2020.
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Following is a summary of temporarily impaired AFSdebt securities with other unrealized losses by the time period impaired as of September 30, 201726, 2020 and December 31, 2016:28, 2019:
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 30, 2017 | | | | | | | | | | | | | | | | | | |
Tax exempt bonds | | $ | 510,790 |
| | | 1,699 |
| | | 232,906 |
| | | 1,142 |
| | | 743,696 |
| | | 2,841 |
| |
Taxable bonds | | 964,755 |
| | | 5,332 |
| | | 643,454 |
| | | 8,668 |
| | | 1,608,209 |
| | | 14,000 |
| |
Equity securities | | 62,700 |
| | | 1,239 |
| | | 3,526 |
| | | 1,003 |
| | | 66,226 |
| | | 2,242 |
| |
| | $ | 1,538,245 |
| | | 8,270 |
| | | 879,886 |
| | | 10,813 |
| | | 2,418,131 |
| | | 19,083 |
| |
December 31, 2016 | | | | | | | | | | | | | | | | | | |
Tax exempt bonds | | $ | 2,360,143 |
| | | 24,416 |
| | | 6,099 |
| | | 233 |
| | | 2,366,242 |
| | | 24,649 |
| |
Taxable bonds | | 1,921,367 |
| | | 33,354 |
| | | 51,769 |
| | | 549 |
| | | 1,973,136 |
| | | 33,903 |
| |
Restricted investments | | 164,085 |
| | | 463 |
| | | — |
| | | — |
| | | 164,085 |
| | | 463 |
| |
Equity securities | | 61,625 |
| | | 3,924 |
| | | 38,141 |
| | | 4,032 |
| | | 99,766 |
| | | 7,956 |
| |
| | $ | 4,507,220 |
| | | 62,157 |
| | | 96,009 |
| | | 4,814 |
| | | 4,603,229 |
| | | 66,971 |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 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 | | |
There are 282 AFS73 debt securities contributing to the total unrealized losslosses of $19,083,000$8,034,000 as of September 30, 2017.26, 2020. Unrealized losses related to debt securities are primarily due to increases in interest rate volatility impactingrates that occurred since the market value of certain bonds.debt securities were purchased. The Company continues to receive scheduled principal and interest payments on these debt securities. Unrealized
(b)Equity Securities
Equity securities are measured at fair value with net unrealized gains and losses related tofrom changes in the fair value recognized in earnings (fair value adjustment). The fair value of equity securities are primarily due to temporarywas $2,280,448,000 and $2,354,346,000 as of September 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 market fluctuations that are expected to recover.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 and September 28, 2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | | Nine Months Ended | | |
| | September 26, 2020 | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 | |
| | (Amounts are in thousands) | |
Interest and dividend income | | $ | 47,061 | | | | | 46,796 | | | | | 148,239 | | | | | 135,526 | | | |
Net realized gain on investments | | 109,132 | | | | | 33,798 | | | | | 217,596 | | | | | 104,242 | | | |
| | 156,193 | | | | | 80,594 | | | | | 365,835 | | | | | 239,768 | | | |
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 | | | |
| | | $ | 265,295 | | | | | 70,049 | | | | | 608,913 | | | | | 582,378 | | | |
| |
(5) | Consolidation of Joint Ventures and Long-Term Debt |
(4)Consolidation of Joint Ventures and Long-Term Debt
From time to time, the Company enters into Joint Venturesa joint venture (JV), in the legal form of a limited liability companies,company, with certain real estate developers to partner in the development of a shopping centerscenter 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 September 30, 2017,26, 2020, the carrying amounts of the assets and liabilities of the consolidated JVs were $143,312,000$206,752,000 and $66,018,000,$84,484,000, respectively. As of December 31, 2016,28, 2019, the carrying amounts of the assets and liabilities of the consolidated JVs were $102,254,000$154,659,000 and $53,278,000,$78,472,000, 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 20172020 and 20162019 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.
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. No loans were assumed during the nine months ended September 30, 2017. The Company assumed loans totaling $63,971,000 during the nine months ended26, 2020 and September 24, 2016.28, 2019. Maturities of JV loans range from June 2020January 2021 through April 2027 and have variable interest rates based on a LIBOR index plus 175 to 250 basis points. Maturities of assumed shopping center loans range from October 2017December 2020 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 $348,486,000$405,225,000 and $425,514,000$287,328,000 as of September 30, 201726, 2020 and December 31, 2016,28, 2019, respectively. The cost of the shares held by the ESOP totaled $2,773,677,000$3,109,175,000 and $2,642,583,000$2,971,902,000 as of September 30, 201726, 2020 and December 31, 2016,28, 2019, 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 $3,122,163,000$3,514,400,000 and $3,068,097,000$3,259,230,000 as of September 30, 201726, 2020 and December 31, 2016,28, 2019, respectively. The fair value of the shares held by the ESOP totaled $7,173,372,000$9,542,277,000 and $8,356,659,000$8,585,189,000 as of September 30, 201726, 2020 and December 31, 2016,28, 2019, respectively.
(6)Accumulated Other Comprehensive Earnings (Losses)
| |
(7) | Accumulated Other Comprehensive Earnings |
A reconciliation of the changes in accumulated other comprehensive earnings (losses) net of income taxes for the three months ended September 30, 201726, 2020 and September 24, 201628, 2019 is as follows:
|
| | | | | | | | | | | | | | | | |
| | AFS Securities | | Postretirement Benefits | | Accumulated Other Comprehensive Earnings |
| | | (Amounts are in thousands) | |
2017 | | | | | | | | | | | | |
Balances at July 1, 2017 | | | $ | 33,639 |
| | | | (5,691 | ) | | | | 27,948 |
| |
Unrealized gain on AFS securities | | | 49,043 |
| | | | — |
| | | | 49,043 |
| |
Net realized gain on AFS securities reclassified to investment income | | | (6,334 | ) | | | | — |
| | | | (6,334 | ) | |
Net other comprehensive earnings | | | 42,709 |
| | | | — |
| | | | 42,709 |
| |
Balances at September 30, 2017 | | | $ | 76,348 |
| | | | (5,691 | ) | | | | 70,657 |
| |
| | | | | | | | | | | | |
2016 | | | | |
Balances at June 25, 2016 | | | $ | 59,825 |
| | | | (5,027 | ) | | | | 54,798 |
| |
Unrealized gain on AFS securities | | | 21,263 |
| | | | — |
| | | | 21,263 |
| |
Net realized gain on AFS securities reclassified to investment income | | | (3,725 | ) | | | | — |
| | | | (3,725 | ) | |
Net other comprehensive earnings | | | 17,538 |
| | | | — |
| | | | 17,538 |
| |
Balances at September 24, 2016 | | | $ | 77,363 |
| | | | (5,027 | ) | | | | 72,336 |
| |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 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 | | |
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 30, 201726, 2020 and September 24, 201628, 2019 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 | | |
| | | | | | | | | | | | | |
(7)Subsequent Event
|
| | | | | | | | | | | | | | | | |
| | AFS Securities | | Postretirement Benefits | | Accumulated Other Comprehensive Earnings |
| | | (Amounts are in thousands) | |
2017 | | | | | | | | | | | | |
Balances at December 31, 2016 | | | $ | 29,118 |
| | | | (5,691 | ) | | | | 23,427 |
| |
Unrealized gain on AFS securities | | | 111,585 |
| | | | — |
| | | | 111,585 |
| |
Net realized gain on AFS securities reclassified to investment income | | | (64,355 | ) | | | | — |
| | | | (64,355 | ) | |
Net other comprehensive earnings | | | 47,230 |
| | | | — |
| | | | 47,230 |
| |
Balances at September 30, 2017 | | | $ | 76,348 |
| | | | (5,691 | ) | | | | 70,657 |
| |
| | | | | | | | | | | | |
2016 | | | | |
Balances at December 26, 2015 | | | $ | 31,295 |
| | | | (5,027 | ) | | | | 26,268 |
| |
Unrealized gain on AFS securities | | | 54,019 |
| | | | — |
| | | | 54,019 |
| |
Net realized gain on AFS securities reclassified to investment income | | | (7,951 | ) | | | | — |
| | | | (7,951 | ) | |
Net other comprehensive earnings | | | 46,068 |
| | | | — |
| | | | 46,068 |
| |
Balances at September 24, 2016 | | | $ | 77,363 |
| | | | (5,027 | ) | | | | 72,336 |
| |
| | | | | | | | | | | | |
On October 2, 2017,1, 2020, the Company declared a quarterly dividend on its common stock of $0.23$0.32 per share or $169,900,000,$222,700,000, payable November 1, 20172, 2020 to stockholders of record as of the close of business October 13, 2017.
15, 2020.
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 30, 201726, 2020 operated 1,1541,251 supermarkets in Florida, Georgia, Alabama, South Carolina, Tennessee, North Carolina and Virginia. For the nine months ended September 30, 2017, 2726, 2020, 21 supermarkets were opened (including fourfive replacement supermarkets) and 100104 supermarkets were remodeled. Nine supermarkets were closed during the period. The four replacement supermarkets that opened during the nine months ended September 30, 201726, 2020 replaced two supermarkets thatone supermarket closed during the same period and twofour supermarkets that closed in 2016. The seven remainingduring a previous period. Three of the supermarkets closed in 20172020 will be replaced on site in a subsequent periods.period and five supermarkets will not be replaced. 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.
HurricaneCoronavirus Pandemic Impact
In September 2017,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 has been classified as an essential business in all locations in which it operates and has remained open to serve the needs of its customers. It is a priority of the Company was impacted by Hurricane Irma. Temporary supermarket closings occurred primarilyto continue to serve its customers in Florida due to weather conditionsa way that protects the health and evacuationssafety of certain areas. Almost all affected supermarkets were reopened within two days following the passing of Hurricane Irma, operating on generator power if normal power had not been restored. All supermarkets were reopened within six days except one supermarket in Key West, Florida, which reopened the following week.
its employees and customers. The Company estimates that its sales for the three and nine months ended September 26, 2020 increased $250 millionapproximately $1.25 billion and $3.75 billion, respectively, due to the impact of Hurricane Irma.the coronavirus pandemic. The Company incurred additional payroll related, transportation and other costs for inventory losses due to power outages, fuel for generatorsmeet the significant sales demand and facility repairsprotect the health and clean-up totaling an estimated $25 million.safety of its employees and customers. The Company is self-insured for these losses. The Company estimates the profit on the incremental sales resulting from customers stocking upincreased customer purchases of food and replenishing, as well as sales of hurricanecleaning supplies more than offset the lossesadditional 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 30, 201726, 2020 were $8.5$11.1 billion as compared with $8.0$9.3 billion for the three months ended September 24, 2016,28, 2019, an increase of $494.0$1,708.8 million or 6.2%18.3%. The increase in sales for the three months ended September 30, 201726, 2020 as compared with the three months ended September 24, 201628, 2019 was primarily due to new supermarket sales and the impact of Hurricane Irma.the coronavirus pandemic. The Company estimates that its sales for the three months ended September 26, 2020 increased $250millionapproximately $1.25 billion or 3.1%13.4% due to the hurricane.impact of the coronavirus pandemic. Comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets) for the three months ended September 26, 2020 increased 4.3%16.5% primarily due to the hurricane.impact of the coronavirus pandemic. 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 30, 201726, 2020 were $25.6$33.7 billion as compared with $24.9$28.4 billion for the nine months ended September 24, 2016,28, 2019, an increase of $746.8$5,303.7 million or 3.0%18.7%. The increase in sales for the nine months ended September 30, 201726, 2020 as compared with the nine months ended September 24, 201628, 2019 was primarily due to new supermarket sales and the impact of Hurricane Irma.the coronavirus pandemic. The Company estimates that its sales for the nine months ended September 26, 2020 increased $250millionapproximately $3.75 billion or 1.0%13.2% due to the hurricane.impact of the coronavirus pandemic. Comparable store sales for the nine months ended September 26, 2020 increased 1.2%16.9% primarily due to the hurricane.impact of the coronavirus pandemic.
Gross profit
Gross profit (sales less cost of merchandise sold) as a percentage of sales was 27.0%27.6% and 26.5%26.8% for the three months ended September 30, 201726, 2020 and September 24, 2016,28, 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 in gross profit as a percentage of sales for the three and nine months ended September 30, 201726, 2020 as compared with the three and nine months ended September 24, 201628, 2019 was primarily due to reduced shrink and volume driven efficiencies related to Hurricane Irma. Gross profit as a percentagethe impact of sales was 27.4% for the nine months ended September 30, 2017 and September 24, 2016.coronavirus pandemic.
Operating and administrative expenses
Operating and administrative expenses as a percentage of sales were 20.3%20.4% and 20.6%21.0% for the three months ended September30, 2017 26, 2020 and September 24, 2016,28, 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 and nine months ended September 30, 201726, 2020 as compared with the three and nine months ended September 24, 201628, 2019 was primarily due to volume driven efficiencies related to Hurricane Irma. the impact of the coronavirus pandemic.
Operating and administrative expensesprofit
Operating profit as a percentage of sales were 20.5%was 7.9% and 20.1%6.6% for the three months ended September 26, 2020 and September 28, 2019, respectively. Operating profit as a percentage of sales was 9.2% and 7.6% for the nine months ended September 30, 201726, 2020 and September 24, 2016,28, 2019, respectively. The increase in operating and administrative expenses as a percentage of sales for the nine months ended September 30, 2017 as compared with the nine months ended September 24, 2016 was primarily due to increases in payroll and facility costs as a percentage of sales.
Investment income
Investment income was $38.4 million and $29.0 million for the three months ended September 30, 2017 and September 24, 2016, respectively. The increase in investment income for the three months ended September 30, 2017 as compared with the three months ended September 24, 2016 was primarily due to increases in dividend income and realized gains on the sale of equity securities. Investment income was $192.9 million and $82.2 million for the nine months ended September 30, 2017 and September 24, 2016, respectively. The increase in investment income for the nine months ended September 30, 2017 as compared with the nine months ended September 24, 2016 was primarily due to an increase in realized gains on the sale of equity securities.
Income tax expense
The effective income tax rate was 31.2% and 27.2% for the three months ended September 30, 2017 and September 24, 2016, respectively. The increase in the effective income tax rate for the three months ended September 30, 2017 as compared with the three months ended September 24, 2016 was primarily due to a decrease in investment related tax credits and the decreased impact of the permanent deductions due to the increase in earnings before income tax expense. The effective income tax rate was 31.6% and 30.9% for the nine months ended September 30, 2017 and September 24, 2016, respectively. The increase in the effective income tax rate for the nine months ended September 30, 2017 as compared with the nine months ended September 24, 2016 was primarily due to a decrease in investment related tax credits.
Net earnings
Net earnings were $474.9 million or $0.63 per share and $421.1 million or $0.55 per share for the three months ended September 30, 2017 and September 24, 2016, respectively. Net earnings as a percentage of sales were 5.6% and 5.2% for the three months ended September 30, 2017 and September 24, 2016, respectively. The increase in net earningsprofit as a percentage of sales for the three and nine months ended September 30, 201726, 2020 as compared with the three and nine months ended September 24, 201628, 2019 was primarily due to the increase in gross profit as a percentage of sales and the decrease in operating and administrative expenses as a percentage of sales.
Investment income
Investment income was $265.3 million and $70.0 million for the three months ended September 26, 2020 and September 28, 2019, respectively. Excluding the impact of net unrealized gains on equity securities in 2020 and net unrealized losses on equity securities in 2019, investment income would have been $156.2 million and $80.6 million for the three months ended September 26, 2020 and September 28, 2019, respectively. Excluding the impact of net unrealized gains and losses on equity securities, the increase in investment income for the three months ended September 26, 2020 as compared with the three months ended September 28, 2019 was primarily due to an increase in net realized gains on investment securities.
Investment income was $608.9 million and $582.4 million for the nine months ended September 26, 2020 and September 28, 2019, respectively. Excluding the impact of net unrealized gains on equity securities in 2020 and 2019, investment income would have been $365.8 million and $239.8 million for the nine months ended September 26, 2020 and September 28, 2019, respectively. Excluding the impact of net unrealized gains on equity securities, the increase in investment income for the nine months ended September 26, 2020 as compared with the nine months ended September 28, 2019 was primarily due to an increase in net realized gains on investment securities.
Income tax expense
The effective income tax rate was 20.9% and 18.3% for the three months ended September 26, 2020 and September 28, 2019, respectively. The effective income tax rate was 21.2% and 20.5% for the nine months ended September 26, 2020 and September 28, 2019, respectively. The increase in the effective income tax rate for the three and 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 to the increase in earnings before income tax expense.
Net earnings
Net earnings were $1,525.3$917.6 million or $2.01$1.31 per share and $1,481.2$574.0 million or $1.92$0.81 per share for the three months ended September 26, 2020 and September 28, 2019, respectively. Net earnings as a percentage of sales were 8.3% and 6.1% for the three months ended September 26, 2020 and September 28, 2019, respectively. Excluding the impact of net unrealized gains on equity securities in 2020 and net unrealized losses on equity securities in 2019, net earnings would have been $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. Excluding the impact of net unrealized gains and losses on equity securities, the increase in net earnings as a percentage of sales for the three months ended September 26, 2020 as compared with the three months ended September 28, 2019 was primarily due to the impact of the coronavirus pandemic.
Net earnings were $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 30, 201726, 2020 and September 24, 2016,28, 2019, respectively. Net earnings as a percentage of sales was 6.0%were 8.8% and 7.8% for the nine months ended September 30, 201726, 2020 and September 24, 2016.28, 2019, respectively. Excluding the impact of net unrealized gains on equity securities in 2020 and 2019, net earnings would have been $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. Excluding the impact of net unrealized gains on equity securities, the increase in net earnings as a percentage of sales for the nine months ended September 26, 2020 as compared with the nine months ended September 28, 2019 was primarily due to the impact of the coronavirus pandemic.
Non-GAAP Financial Measures
In addition to reporting financial results for the three and nine months ended September 26, 2020 and September 28, 2019 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 and September 28, 2019:
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| | Three Months Ended | | | | Nine Months Ended | | |
| September 26, 2020 | | | September 28, 2019 | | September 26, 2020 | | September 28, 2019 | |
| (amounts are in millions, except per share amounts) | |
Net earnings | | $ | 917.6 | | | | | | 574.0 | | | | | 2,952.0 | | | | | 2,216.1 | | | |
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 | | | |
Net earnings excluding impact of fair value adjustment | | $ | 836.2 | | | | | | 580.3 | | | | | 2,770.7 | | | | | 1,959.0 | | | |
Weighted average shares outstanding | | 698.8 | | | | | | 712.6 | | | | | 702.9 | | | | | 715.1 | | | |
Earnings per share excluding impact of fair value adjustment | | $ | 1.20 | | | | | | 0.81 | | | | | 3.94 | | | | | 2.74 | | | |
(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 $7,171.2$11,419.0 million as of September 30, 2017,26, 2020, as compared with $7,176.9$9,189.8 million as ofDecember 31, 201628, 2019 and $7,355.1$8,892.7 million as of September 24, 2016.28, 2019. The decreaseincrease from the third quarter of 20162019 to the third quarter of 20172020 was primarily due to increased sales from the increase in common stock repurchases, partially offset by the increase in cash generated by operations, including the extension of the September 15, 2017 federal income tax payment until January 31, 2018 due to Hurricane Irma.coronavirus pandemic.
Net cash provided by operating activities
Net cash provided by operating activities was $2,813.0$4,279.9 million and $2,618.8$3,167.0 million for the nine months ended September30, 2017 26, 2020 and September 24, 2016,28, 2019, respectively. The increase in net cash provided by operating activities for the nine months ended September 30, 201726, 2020 as compared with the nine months ended September 24, 201628, 2019 was primarily due to increased sales from the net effect of timing differencescoronavirus pandemic, the normal lag in payments for merchandise related to operating assetsthe increased sales and liabilities, including the extensiondeferral of the federal income2020 payroll tax payment due to Hurricane Irma.payments under a coronavirus tax relief provision.
Net cash used in investing activities
Net cash used in investing activities was $819.0$2,891.9 million and $1,645.0$1,279.1 million for the nine months ended September 30, 201726, 2020 and September 24, 2016,28, 2019, respectively. The primary use of net cash in investing activities for the nine months ended September30, 2017 26, 2020 was funding capital expenditures partially offset byand net increases in investment activities.securities. Capital expenditures for the nine months ended September 30, 201726, 2020 totaled $1,063.2$894.3 million. These expenditures were incurred in connection with the opening of 27 new21 supermarkets (including fourfive replacement supermarkets) and the remodeling 100of 104 supermarkets. Expenditures were also incurred for new supermarkets and remodels in progress and new or enhanced information technology hardware and applications and the acquisition of shopping centers with the Company as the anchor tenant.software. For the nine months ended September 30, 2017,26, 2020, the payment for investments, net of the proceeds from the sale and maturity of investments, net of the payment for such investments, was $239.6$2,001.5 million.
Net cash used in financing activities
Net cash used in financing activities was $1,761.6$1,548.6 million and $1,021.4$1,193.2 million for the nine months ended September 30, 201726, 2020 and September 24, 2016,28, 2019, respectively. The primary use of net cash in financing activities was funding net common stock repurchases and dividend payments. Net common stock repurchases totaled $1,223.2$896.3 million and $469.8$580.9 million for the nine months ended September 30, 201726, 2020 and September 24, 2016,28, 2019, 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 $0.6825$661.6 million or $0.94 per share and $615.5 million or $519.8 million and $0.645$0.86 per share or $497.3 million during the nine months ended September 30, 201726, 2020 and September 24, 2016,28, 2019, respectively.
Capital expenditures projection
Capital expenditures for the remainder of 20172020 are expected to be approximately $400 million, primarily consisting ofrelated to new supermarkets, remodeling existing supermarkets, new or enhanced information technology hardware and applicationssoftware and the acquisition or development of shopping centers within which the Company as the anchor tenant.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 2017, the2020, 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 1934.1934 (Exchange Act). Forward-looking information includes statements about the future performance of the Company whichand is based on management’s assumptions and beliefs in light of the information currently available to them.them, including as it relates to the coronavirus pandemic. When used, the words “plan,” “estimate,” “project,” “intend,” “expect,” “believe”“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;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; 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 31, 2016.28, 2019.
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 arewere 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 30, 201726, 2020 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 31, 2016,28, 2019, 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 inThe Company has identified an additional risk factor to supplement the risk factors from those disclosed in the Company’s Form 10-K for the year ended December 31, 2016.28, 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 30, 201726, 2020 were as follows (amounts are in thousands, except per share amounts):
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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) |
July 2, 2017 through August 5, 2017 | | | 12,975 |
| | | | $ | 38.53 |
| | | N/A | | N/A |
August 6, 2017 through September 2, 2017 | | | 7,114 |
| | | | 36.05 |
| | | N/A | | N/A |
September 3, 2017 through September 30, 2017 | | | 2,440 |
| | | | 36.05 |
| | | N/A | | N/A |
| Total | | | 22,529 |
| | | | $ | 37.48 |
| | | N/A | | N/A |
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| 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 | |
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(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. (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 30, 201726, 2020 required to be disclosed in the last two columns of the table.
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits
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101 | The following financial information from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 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.
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101 The following financial information from the 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | PUBLIX SUPER MARKETS, INC. |
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Date: | November 1, 20172, 2020 | | /s/ John A. Attaway, Jr.Merriann M. Metz |
| | | John A. Attaway, Jr.,Merriann M. Metz, Secretary |
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Date: | November 1, 20172, 2020 | | /s/ David P. Phillips |
| | | David P. Phillips, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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