10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 26, 2010

OR

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

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 (or for such shorter period that the Registrant was required to file such reports), 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

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       X        Accelerated filer                   Non-accelerated filer                   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 outstanding of the Registrant’s common stock, $1.00 par value, as of July 23, 2010 was 788,253,000.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts are in thousands, except par value)

	June 26, 2010		December 26, 2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$   261,931		370,516
Short-term investments	182,442		110,499
Trade receivables	434,675		506,500
Merchandise inventories	1,276,287		1,385,273
Deferred tax assets	65,776		54,087
Prepaid expenses	30,813		22,477
Total current assets	2,251,924		2,449,352
Long-term investments	2,672,498		2,086,532
Other noncurrent assets	172,597		206,824
Property, plant and equipment	8,190,614		7,921,946
Accumulated depreciation	(3,821,766	)	(3,660,362	)
Net property, plant and equipment	4,368,848		4,261,584
	$9,465,867		9,004,292
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$   994,736		1,125,073
Accrued expenses:
Contribution to retirement plans	255,506		349,650
Self-insurance reserves	114,669		119,375
Salaries and wages	181,286		99,548
Other	320,129		228,720
Current portion of long-term debt	49,913		29,151
Federal and state income taxes	9,768		28,575
Total current liabilities	1,926,007		1,980,092
Deferred tax liabilities	177,366		203,069
Self-insurance reserves	228,034		229,589
Accrued postretirement benefit cost	84,881		83,368
Long-term debt	107,210		70,175
Other noncurrent liabilities	129,688		134,461
Stockholders’ equity:
Common stock of $1 par value. Authorized 1,000,000 shares; issued 793,823 shares in 2010 and 780,566 shares in 2009	793,823		780,566
Additional paid-in capital	1,057,495		837,969
Retained earnings	4,986,620		4,637,884
Treasury stock at cost, 5,499 shares in 2010	(99,368	)	—
Accumulated other comprehensive earnings	28,410		43,205
Total stockholders’ equity	6,766,980		6,299,624
Noncontrolling interests	45,701		3,914
Total equity	6,812,681		6,303,538
	$9,465,867		9,004,292

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 26, 2010		June 27, 2009
	(Unaudited)
Revenues:
Sales	$6,214,539		6,007,695
Other operating income	47,292		48,282
Total revenues	6,261,831		6,055,977
Costs and expenses:
Cost of merchandise sold	4,432,792		4,310,874
Operating and administrative expenses	1,330,036		1,315,777
Total costs and expenses	5,762,828		5,626,651
Operating profit	499,003		429,326
Investment income	24,541		26,279
Other-than-temporary impairment losses	—		(1,843	)
Investment income, net	24,541		24,436
Other income, net	6,307		6,149
Earnings before income tax expense	529,851		459,911
Income tax expense	181,427		159,071
Net earnings	$   348,424		300,840
Weighted average shares outstanding	790,629		792,499
Basic and diluted earnings per share	$         0.44		0.38
Cash dividends paid per common share	$         0.46		0.41
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands)
	Three Months Ended
	June 26, 2010		June 27, 2009
	(Unaudited)
Net earnings	$   348,424		300,840
Other comprehensive (losses) earnings:
Unrealized (loss) gain on investment securities – available-for-sale (AFS), net of tax effect of ($1,712) and $15,567 in 2010 and 2009, respectively	(2,718	)	24,721
Reclassification adjustment for net realized gain on investment securities – AFS, net of tax effect of ($2,638) and ($1,709) in 2010 and 2009, respectively	(4,189	)	(2,715	)
Adjustment to postretirement benefit plan obligation, net of tax effect of $9 in 2010	15		—
Comprehensive earnings	$   341,532		322,846

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 26, 2010		June 27, 2009
	(Unaudited)
Revenues:
Sales	$12,715,896		12,376,013
Other operating income	94,600		96,610
Total revenues	12,810,496		12,472,623
Costs and expenses:
Cost of merchandise sold	9,118,825		8,913,658
Operating and administrative expenses	2,668,962		2,641,165
Total costs and expenses	11,787,787		11,554,823
Operating profit	1,022,709		917,800
Investment income	48,169		44,130
Other-than-temporary impairment losses	—		(19,283	)
Investment income, net	48,169		24,847
Other income, net	12,569		11,311
Earnings before income tax expense	1,083,447		953,958
Income tax expense	370,624		331,610
Net earnings	$     712,823		622,348
Weighted average shares outstanding	786,726		791,803
Basic and diluted earnings per share	$           0.91		0.79
Cash dividends paid per common share	$           0.46		0.41
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands)
	Six Months Ended
	June 26, 2010		June 27, 2009
	(Unaudited)
Net earnings	$     712,823		622,348
Other comprehensive (losses) earnings:
Unrealized (loss) gain on investment securities – AFS net of tax effect of ($3,506) and $18,608 in 2010 and 2009, respectively	(5,569	)	29,547
Reclassification adjustment for net realized (gain) loss on investment securities – AFS, net of tax effect of ($5,829) and $6,534 in 2010 and 2009, respectively	(9,256	)	10,377
Adjustment to postretirement benefit plan obligation, net of tax effect of $19 in 2010	30		—
Comprehensive earnings	$     698,028		662,272

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 26, 2010		June 27, 2009
	(Unaudited)
Cash flows from operating activities:
Cash received from customers	$12,808,481		12,386,213
Cash paid to employees and suppliers	(11,105,738	)	(10,869,232	)
Income taxes paid	(417,624	)	(331,735	)
Payment for self-insured claims	(133,431	)	(134,480	)
Dividends and interest received	53,955		38,932
Other operating cash receipts	89,930		91,741
Other operating cash payments	(3,961	)	(3,876	)
Net cash provided by operating activities	1,291,612		1,177,563
Cash flows from investing activities:
Payment for property, plant and equipment	(224,377	)	(373,941	)
Proceeds from sale of property, plant and equipment	1,636		2,674
Payment for investments	(1,020,499	)	(558,537	)
Proceeds from sale and maturity of investments	316,154		420,136
Net cash used in investing activities	(927,086	)	(509,668	)
Cash flows from financing activities:
Payment for acquisition of common stock	(193,416	)	(399,729	)
Proceeds from sale of common stock	77,636		59,357
Dividends paid	(364,087	)	(325,295	)
Other, net	6,756		5,093
Net cash used in financing activities	(473,111	)	(660,574	)
Net (decrease) increase in cash and cash equivalents	(108,585	)	7,321
Cash and cash equivalents at beginning of period	370,516		201,813
Cash and cash equivalents at end of period	$     261,931		209,134

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

4

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts are in thousands)

	Six Months Ended
	June 26, 2010		June 27, 2009
	(Unaudited)
Reconciliation of net earnings to net cash provided by operating activities:
Net earnings	$   712,823		622,348
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	251,232		245,315
Retirement contributions paid or payable in common stock	155,051		133,324
Deferred income taxes	(28,076	)	(19,168	)
Loss on disposal and impairment of property, plant and equipment	9,618		15,209
(Gain) loss on investment securities - AFS	(15,085	)	16,911
Net amortization of investments	20,163		3,945
Changes in operating assets and liabilities providing (requiring) cash:
Trade receivables	73,801		(11,814	)
Merchandise inventories	108,986		127,657
Prepaid expenses and other noncurrent assets	(8,988	)	(15,470	)
Accounts payable and accrued expenses	40,366		30,306
Self-insurance reserves	(6,261	)	(78	)
Federal and state income taxes	(18,807	)	19,096
Other noncurrent liabilities	(3,211	)	9,982
Total adjustments	578,789		555,215
Net cash provided by operating activities	$1,291,612		1,177,563

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, results of operations and cash flows. Due to the seasonal nature of the Company’s business, the results of operations for the three and six months ended June 26, 2010 are not necessarily indicative of the results for the entire 2010 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, 2009.

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.

Certain 2009 amounts have been reclassified to conform with the 2010 presentation in the condensed consolidated balance sheets primarily due to the adoption of an amendment to the standard of accounting for Variable Interest Entities (VIE).

(2) New Accounting Standards

Recently Adopted Standards

In January 2010, the Financial Accounting Standards Board (FASB) issued an amendment to the standards of accounting for fair value measurements and disclosures. This amendment required expanded disclosures about the different classes of assets and liabilities measured at fair value, the transfers between Level 1 and Level 2 fair value measurement categories and the valuation techniques and inputs used to determine the fair value of assets and liabilities classified in Level 2 and Level 3 measurement categories. The adoption of this amendment during the quarter ended March 27, 2010 did not have an effect on the Company’s financial condition, results of operations or cash flows.

In June 2009, the FASB issued a new standard that changed the definition of a VIE, contained new criteria for determining the primary beneficiary of a VIE, required enhanced disclosures to provide more information about a company’s involvement in a VIE and increased the frequency of required reassessments to determine whether a company is the primary beneficiary of a VIE. The adoption of this standard during the quarter ended March 27, 2010 resulted in the consolidation of certain joint ventures (JV) in which the Company 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 adoption of this standard did not have a material effect on the Company’s financial condition, results of operations or cash flows (see Note 5).

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, approximate their respective carrying amounts due to their short-term maturity.

The fair value of available-for-sale (AFS) securities are 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 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 and municipal bonds by using pricing of similar bonds based on coupons, ratings and maturities. In addition, the value of collateralized mortgage obligation securities are determined by use of models to develop prepayment and interest rate scenarios for these securities which have prepayment features. AFS securities that are included in this category are primarily 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 26, 2010 and December 26, 2009:

	Fair Value	Level 1	Level 2	Level 3
		(Amounts are in thousands)
June 26, 2010	$2,854,940	175,551	2,679,389	—
December 26, 2009	2,197,031	189,053	2,007,978	—

(4) Investments

All of the Company’s debt and equity investments 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 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 other-than-temporary impairment 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 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 security. Declines in the value of AFS securities determined to be temporary are reported, net of tax, as other comprehensive losses and included as a component of stockholders’ equity.

7

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 stock. The cost of securities sold is based on the specific identification method.

Following is a summary of investments as of June 26, 2010 and December 26, 2009:

	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
	(Amounts are in thousands)
June 26, 2010
Available-for-sale:
Tax exempt bonds	$1,631,226	18,543	1,420	1,648,349
Taxable bonds	1,000,752	14,351	2,178	1,012,925
Equity securities	167,559	34,336	8,229	193,666
	$2,799,537	67,230	11,827	2,854,940
December 26, 2009
Available-for-sale:
Tax exempt bonds	$1,193,775	20,210	598	1,213,387
Taxable bonds	772,399	10,383	3,304	779,478
Equity securities	151,294	55,080	2,208	204,166
	$2,117,468	85,673	6,110	2,197,031

Realized gains on sales of AFS securities totaled $7,126,000 and $7,861,000 for the three months ended June 26, 2010 and June 27, 2009, respectively, and $15,749,000 and $10,321,000 for the six months ended June 26, 2010 and June 27, 2009, respectively. Realized losses on sales and OTTI of AFS securities totaled $299,000 and $3,437,000 for the three months ended June 26, 2010 and June 27, 2009, and $664,000 and $27,232,000 for the six months ended June 26, 2010 and June 27, 2009, respectively. There were no OTTI losses on equity securities for the three and six months ended June 26, 2010. The Company recorded OTTI losses on equity securities of $1,843,000 and $19,283,000 for the three and six months ended June 27, 2009, respectively. There were no OTTI losses on debt securities for the three and six months ended June 26, 2010 and June 27, 2009.

8

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The amortized cost and fair value of debt and equity securities classified as AFS as of June 26, 2010 and December 26, 2009, by expected maturity, are as follows:

	June 26, 2010		December 26, 2009
	Amortized Cost	Fair Value	Amortized Cost	Fair Value
	(Amounts are in thousands)
Due in one year or less	$   180,628	182,442	109,290	110,499
Due after one year through five years	1,433,629	1,447,506	934,195	946,971
Due after five years through ten years	199,546	202,365	150,839	153,506
Due after ten years	818,175	828,961	771,850	781,889
	2,631,978	2,661,274	1,966,174	1,992,865
Equity securities	167,559	193,666	151,294	204,166
	$2,799,537	2,854,940	2,117,468	2,197,031

Following is a summary of temporarily impaired investments by the time period impaired as of June 26, 2010 and December 26, 2009:

	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 26, 2010
Tax exempt bonds	$320,490	1,418	58	2	320,548	1,420
Taxable bonds	178,577	1,138	6,641	1,040	185,218	2,178
Equity securities	50,556	7,100	3,678	1,129	54,234	8,229
Total temporarily impaired investments	$549,623	9,656	10,377	2,171	560,000	11,827
December 26, 2009
Tax exempt bonds	$108,628	598	—	—	108,628	598
Taxable bonds	202,633	1,452	10,774	1,852	213,407	3,304
Equity securities	17,306	2,208	—	—	17,306	2,208
Total temporarily impaired investments	$328,567	4,258	10,774	1,852	339,341	6,110

There are 333 investment issues contributing to the total unrealized loss of $11,827,000 as of June 26, 2010. Unrealized losses related to debt securities are primarily driven by market volatility impacting the market value of certain bonds. The Company continues to receive scheduled principal and interest payments on these investments. Unrealized losses related to equity securities are primarily driven by stock market volatility.

9

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(5) Consolidation of Joint Ventures

From time to time, the Company enters into JVs, 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 JVs are financed with capital contributions from the members, loans guaranteed by the members and/or with the cash flows generated by the shopping centers once in operation.

Generally, all major decision making in the Company’s JVs 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. Management and other fees paid by the JV to a member are nominal and believed to be at market.

The Company evaluates these JVs 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 day to day capital and operating decisions and each member’s influence over the shopping center’s economic performance.

The consolidation of certain JVs during the quarter ended March 27, 2010 did not have an effect on beginning retained earnings since the earnings and losses of these JVs were previously accounted for under the equity method. The noncash balance sheet effect from the consolidation of these JVs as of the beginning of the six months ended June 26, 2010 was as follows:

	Increase (decrease)
	in Asset, Liability or Equity
	(Amounts are in thousands)
Trade receivables	$    1,976
Prepaid expenses	316
Other noncurrent assets	(39,331	)
Property, plant and equipment	132,311
Accounts payable	1,957
Accrued expenses - other	487
Long-term debt	55,837
Noncontrolling interests	36,991

As of June 26, 2010, the carrying amounts of the assets and liabilities of the consolidated JVs, including previously consolidated JVs, were $235,812,000 and $131,380,000, respectively. The Company’s debt results primarily from the consolidation of certain JVs. 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 guaranteed by the Company. The long-term debt maturities range from June 2011 through January 2015 and have either (1) fixed interest rates ranging from 4.85% to 5.28% or (2) variable interest rates based on a LIBOR index plus basis points ranging from 80 basis points to 250 basis points. Total earnings attributable to noncontrolling interests for the three and six months ended June 26, 2010 and June 27, 2009 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.

10

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

Overview

The Company is primarily engaged in the retail food industry, operating supermarkets in Florida, Georgia, South Carolina, Alabama and Tennessee. As of June 26, 2010, the Company operated 1,019 supermarkets, 11 convenience stores, 114 liquor stores and 37 Crispers restaurants.

Liquidity and Capital Resources

Cash and cash equivalents, short-term investments and long-term investments totaled $3,116.9 million as of June 26, 2010, as compared with $2,567.5 million as of December 26, 2009.

Net cash provided by operating activities

Net cash provided by operating activities was $1,291.6 million for the six months ended June 26, 2010, as compared with $1,177.6 million for the six months ended June 27, 2009. Any net cash in excess of the amount needed for current operations is invested in short-term and long-term investments.

Net cash used in investing activities

Net cash used in investing activities was $927.1 million for the six months ended June 26, 2010, as compared with $509.7 million for the six months ended June 27, 2009. For the six months ended June 26, 2010, the primary use of net cash in investing activities was funding capital expenditures and net increases in investment securities. Capital expenditures totaled $224.4 million. These expenditures were incurred in connection with the opening of 19 new supermarkets (including eight replacement supermarkets) and remodeling 55 supermarkets. Fourteen supermarkets were closed during the same period. Replacement supermarkets opened during the six months ended June 26, 2010 replaced seven of the 14 supermarkets closed during the same period and one supermarket closed in 2009. The remaining supermarkets closed during the six months ended June 26, 2010 will be replaced on site in subsequent periods. An additional 0.4 million square feet were added in the six months ended June 26, 2010, a 0.8% increase. Expenditures were also incurred for new or enhanced information technology hardware and applications. For the same period, the payment for investments, net of the proceeds from the sale and maturity of such investments, was $704.3 million.

For the six months ended June 27, 2009, the primary use of net cash in investing activities was funding capital expenditures and net increases in investment securities. Capital expenditures totaled $373.9 million. These expenditures were incurred in connection with the opening of 25 new supermarkets (including five replacement supermarkets) and remodeling 41 supermarkets. Eleven supermarkets were closed during the same period. Replacement supermarkets opened during the six months ended June 27, 2009 replaced five of the 11 supermarkets closed during the same period. Four of the remaining supermarkets closed during the six months ended June 27, 2009 were replaced in subsequent periods and the other two were not replaced. One of the four replacement supermarkets opened in subsequent periods was replaced on site. An additional 0.7 million square feet were added in the six months ended June 27, 2009, a 1.6% increase. Expenditures were also incurred for the construction of a second data center, expansion of warehouses and new or enhanced information technology hardware and applications. For the same period, the payment for investments, net of the proceeds from the sale and maturity of such investments, was $138.4 million.

Capital expenditure projection

Capital expenditures for the remainder of 2010 are expected to be approximately $331 million, primarily consisting of new supermarkets, remodeling certain existing supermarkets and new or enhanced information technology hardware and applications. This capital program is subject to continuing change and review. 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.

11

Net cash used in financing activities

Net cash used in financing activities was $473.1 million for the six months ended June 26, 2010, as compared with $660.6 million for the six months ended June 27, 2009. The primary use of net cash in financing activities was funding net common stock repurchases and payment of the annual cash dividend. Net common stock repurchases totaled $115.8 million for the six months ended June 26, 2010, as compared with $340.4 million for the six months ended June 27, 2009. The Company currently repurchases common stock at the stockholders’ request in accordance with the terms of the Company’s Employee Stock Purchase Plan (ESPP), 401(k) Plan, Employee Stock Ownership Plan (ESOP) and Non-Employee Directors Stock Purchase Plan (Directors Plan). 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, such purchases are not required and the Company retains the right to discontinue them at any time.

Dividends

The Company paid an annual cash dividend on its common stock of $0.46 per share or $364.1 million, on June 1, 2010 to stockholders of record as of the close of business April 30, 2010. In 2009, the Company paid an annual cash dividend on its common stock of $0.41 per share or $325.3 million.

Cash requirements

In 2010, the cash requirements for current operations, capital expenditures and common stock repurchases 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.

Results of Operations

Sales

Sales for the three months ended June 26, 2010 were $6.2 billion as compared with $6.0 billion for the three months ended June 27, 2009, an increase of $206.8 million or a 3.4% increase. The Company estimates that its sales increased $62.6 million or 1.0% from new supermarkets (excluding replacement supermarkets) and $144.2 million or 2.4% from comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). Sales for the six months ended June 26, 2010 were $12.7 billion as compared with $12.4 billion for the six months ended June 27, 2009, an increase of $339.9 million or a 2.7% increase. The Company estimates that its sales increased $141.9 million or 1.1% from new supermarkets and $198.0 million or 1.6% from comparable store sales. 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. Comparable store sales for the three and six months ended June 26, 2010 have improved but continue to be impacted by the economic downturn and deflationary pressures.

Gross profit

Gross profit (sales less cost of merchandise sold) as a percentage of sales was 28.7% and 28.2% for the three months ended June 26, 2010 and June 27, 2009, respectively. Gross profit as a percentage of sales was 28.3% and 28.0% for the six months ended June 26, 2010 and June 27, 2009, respectively. The increase in gross profit as a percentage of sales for the three and six months ended June 26, 2010 and June 27, 2009 was primarily due to improvements in shrink and buying and merchandising practices and decreases in distribution costs.

Operating and administrative expenses

Operating and administrative expenses as a percentage of sales were 21.4% and 21.9% for the three months ended June 26, 2010 and June 27, 2009, respectively. Operating and administrative expenses as a percentage of sales were 21.0% and 21.3% for the six months ended June 26, 2010 and June 27, 2009, respectively. The decrease in operating and administrative expenses as a percentage of sales for the three and six months ended June 26, 2010 and June 27, 2009 was primarily due to decreases in facilities costs.

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Investment income, net

Investment income, net was $24.5 million and $24.4 million for the three months ended June 26, 2010 and June 27, 2009, respectively, and $48.2 million and $24.8 million for the six months ended June 26, 2010 and June 27, 2009, respectively. Investment income, net for the three months ended June 26, 2010 remained relatively unchanged compared to the three months ended June 27, 2009. The increase in investment income, net for the six months ended June 26, 2010 is primarily due to the decrease in OTTI losses on AFS securities. There were no OTTI losses on equity securities for the three and six months ended June 26, 2010. The Company recorded OTTI losses on equity securities of $1.8 million and $19.3 million for the three and six months ended June 27, 2009, respectively. There were no OTTI losses on debt securities for the three and six months ended June 26, 2010 and June 27, 2009.

Income taxes

The effective income tax rates were 34.2% and 34.6% for the three months ended June 26, 2010 and June 27, 2009, respectively. The effective income tax rates were 34.2% and 34.8% for the six months ended June 26, 2010 and June 27, 2009, respectively. The decreases in the effective tax rates are primarily due to increases in dividends paid to ESOP participants, tax exempt interest and deductions for manufacturing production costs.

Net earnings

Net earnings were $348.4 million or $0.44 per share and $300.8 million or $0.38 per share for the three months ended June 26, 2010 and June 27, 2009, respectively. This increase in net earnings was primarily due to increases in gross profit and decreases in facilities costs. Net earnings were $712.8 million or $0.91 per share and $622.3 million or $0.79 per share for the six months ended June 26, 2010 and June 27, 2009, respectively. This increase in net earnings was primarily due to increases in gross profit and investment income and decreases in facilities costs.

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,” “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 in or beyond the Company’s control. These factors include changes in the rate of inflation, changes in state and federal legislation or regulation, 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 utility costs, 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. The Company assumes no obligation to publicly update these forward-looking statements.

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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, 2009.

Item 4. Controls and Procedures

As of the end of the period covered by this quarterly report, 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 26, 2010 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

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PUBLIX SUPER MARKETS, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As reported in the Company’s Form 10-K for the year ended December 26, 2009, the Company is a party in various legal claims and actions considered in the normal course of business. 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, 2009.

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 26, 2010 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 28, 2010 through May 1, 2010	665	$	17.35	N/A	N/A
May 2, 2010 through May 29, 2010	2,558		18.50	N/A	N/A
May 30, 2010 through June 26, 2010	1,896		18.50	N/A	N/A
Total	5,119	$	18.35	N/A	N/A

(1) Common stock is made available for sale only to the Company’s current employees through the Company’s ESPP and 401(k) Plan. In addition, common stock is made available under the ESOP. Common stock is also made available for sale to members of the Company’s Board of Directors through the Directors Plan. The Company currently repurchases common stock subject to certain terms and conditions. The ESPP, 401(k) Plan, ESOP and Directors Plan 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 any public stock exchange. 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 26, 2010 required to be disclosed in the last two columns of the table.

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Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Reserved

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 Company’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2010, 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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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 5, 2010	/s/ John A. Attaway, Jr.
	John A. Attaway, Jr., Secretary
Date: August 5, 2010	/s/ David P. Phillips
	David P. Phillips, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

17

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

Certification

I, William E. Crenshaw, 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 5, 2010

/s/ William E. Crenshaw

William E. Crenshaw

Chief Executive Officer

EX-31.2

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 5, 2010

/s/ David P. Phillips

David P. Phillips

Chief Financial Officer and Treasurer

EX-32.1

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 ending June 26, 2010 (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, William E. Crenshaw, 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.

/s/ William E. Crenshaw

William E. Crenshaw

Chief Executive Officer

August 5, 2010

EX-32.2

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 ending June 26, 2010 (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 and Treasurer 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.

/s/ David P. Phillips

David P. Phillips

Chief Financial Officer and Treasurer

August 5, 2010