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 30, 2007
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 or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer X Accelerated filer Non-accelerated filer
--- --- ---
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 27, 2007 was 841,680,000.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
-----------------------------
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts are in thousands, except par value)
ASSETS
June 30, 2007 December 30, 2006
------------- -----------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 220,398 223,571
Short-term investments 122,120 126,221
Trade receivables 344,985 363,020
Merchandise inventories 1,150,867 1,151,907
Deferred tax assets 58,678 58,513
Prepaid expenses 23,827 42,784
---------- ----------
Total current assets 1,920,875 1,966,016
---------- ----------
Long-term investments 2,531,326 2,271,810
Other noncurrent assets 58,863 55,938
Property, plant and equipment 6,109,089 5,872,787
Accumulated depreciation (2,924,904) (2,773,465)
---------- ----------
Net property, plant and equipment 3,184,185 3,099,322
---------- ----------
$7,695,249 7,393,086
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $1,024,260 934,446
Accrued contribution to retirement plans 238,553 359,753
Accrued self-insurance reserves 116,316 112,177
Accrued salaries and wages 149,681 98,293
Federal and state income taxes 46,089 33,239
Other 236,706 216,889
---------- ----------
Total current liabilities 1,811,605 1,754,797
---------- ----------
Deferred tax liabilities 160,642 225,572
Self-insurance reserves 241,640 251,060
Accrued postretirement benefit cost 80,424 78,894
Other noncurrent liabilities 123,563 107,898
Stockholders' equity:
Common stock of $1 par value. Authorized
1,000,000 shares; issued 850,811
shares at June 30, 2007 and 839,715
shares at December 30, 2006 850,811 839,715
Additional paid-in capital 744,239 533,559
Retained earnings 3,901,772 3,616,368
---------- ----------
5,496,822 4,989,642
Treasury stock at cost,
9,536 shares at June 30, 2007 (194,801) ---
Accumulated other comprehensive losses (24,646) (14,777)
---------- ----------
Total stockholders' equity 5,277,375 4,974,865
---------- ----------
$7,695,249 7,393,086
========== ==========
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 30, 2007 July 1, 2006
------------- ------------
(Unaudited)
Revenues:
Sales $5,654,723 5,341,527
Other operating income 44,276 41,127
---------- ---------
Total revenues 5,698,999 5,382,654
---------- ---------
Costs and expenses:
Cost of merchandise sold 4,091,191 3,893,064
Operating and administrative expenses 1,174,402 1,109,224
---------- ---------
Total costs and expenses 5,265,593 5,002,288
---------- ---------
Operating profit 433,406 380,366
Investment income, net 37,115 27,842
Other income, net 7,219 6,972
---------- ---------
Earnings before income tax expense 477,740 415,180
Income tax expense 171,342 151,175
---------- ---------
Net earnings $ 306,398 264,005
========== =========
Weighted average number of common
shares outstanding 844,747 856,937
========== =========
Basic and diluted earnings per common
share based on weighted average
shares outstanding $ 0.36 0.31
========== =========
Cash dividends paid per common share $ 0.40 0.20
========== =========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Three Months Ended
June 30, 2007 July 1, 2006
------------- ------------
(Unaudited)
Net earnings $ 306,398 264,005
Other comprehensive losses:
Unrealized loss on investment securities
available-for-sale (AFS), net of tax
effect of ($7,981) and ($13,444)
in 2007 and 2006, respectively (12,674) (21,408)
Reclassification adjustment for net realized
(gain) loss on investment securities AFS,
net of tax effect of ($837) and $239 in 2007
and 2006, respectively (1,330) 381
---------- ---------
Comprehensive earnings $ 292,394 242,978
========== =========
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 30, 2007 July 1, 2006
------------- ------------
(Unaudited)
Revenues:
Sales $11,532,887 10,851,817
Other operating income 87,869 81,915
----------- ----------
Total revenues 11,620,756 10,933,732
----------- ----------
Costs and expenses:
Cost of merchandise sold 8,378,953 7,903,971
Operating and administrative expenses 2,364,960 2,230,965
----------- ----------
Total costs and expenses 10,743,913 10,134,936
----------- ----------
Operating profit 876,843 798,796
Investment income, net 73,653 54,264
Other income, net 11,953 11,632
----------- ----------
Earnings before income tax expense 962,449 864,692
Income tax expense 338,470 312,280
----------- ----------
Net earnings $ 623,979 552,412
=========== ==========
Weighted average number of common
shares outstanding 843,329 853,306
=========== ==========
Basic and diluted earnings per common
share based on weighted average
shares outstanding $ 0.74 0.65
=========== ==========
Cash dividends paid per common share $ 0.40 0.20
=========== ==========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Six Months Ended
June 30, 2007 July 1, 2006
------------- ------------
(Unaudited)
Net earnings $ 623,979 552,412
Other comprehensive losses:
Unrealized loss on investment securities
AFS, net of tax effect of ($4,836) and
($16,702) in 2007 and 2006, respectively (7,682) (26,594)
Reclassification adjustment for net realized
(gain) loss on investment securities AFS,
net of tax effect of ($1,378) and $93 in
2007 and 2006, respectively (2,187) 147
----------- ----------
Comprehensive earnings $ 614,110 525,965
=========== ==========
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 30, 2007 July 1, 2006
------------- ------------
(Unaudited)
Cash flows from operating activities:
Cash received from customers $11,568,732 10,899,969
Cash paid to employees and suppliers (10,178,885) (9,537,394)
Income taxes paid (384,483) (471,740)
Payment for self-insured claims (108,232) (97,461)
Dividends and interest received 66,618 56,096
Other operating cash receipts 82,150 75,600
Other operating cash payments (5,721) (3,800)
----------- ----------
Net cash provided by operating activities 1,040,179 921,270
----------- ----------
Cash flows from investing activities:
Payment for property, plant and equipment (297,529) (223,814)
Proceeds from sale of property, plant
and equipment 1,858 8,632
Proceeds from sale-leasebacks --- 6,247
Payment for investment securities - AFS (572,485) (559,669)
Proceeds from sale and maturity of
investment securities - AFS 391,546 234,610
Net proceeds from (payments to) joint
ventures and other investments 12,661 (5,086)
Other, net (5,223) 4,414
----------- ----------
Net cash used in investing activities (469,172) (534,666)
----------- ----------
Cash flows from financing activities:
Payment for acquisition of common stock (329,201) (282,717)
Proceeds from sale of common stock 93,727 117,225
Dividends paid (338,575) (171,645)
Other (131) (131)
----------- ----------
Net cash used in financing activities (574,180) (337,268)
----------- ----------
Net (decrease) increase in cash and cash equivalents (3,173) 49,336
Cash and cash equivalents at beginning of period 223,571 335,969
----------- ----------
Cash and cash equivalents at end of period $ 220,398 385,305
=========== ==========
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 30, 2007 July 1, 2006
------------- ------------
(Unaudited)
Reconciliation of net earnings to net cash
provided by operating activities
Net earnings $ 623,979 552,412
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 198,241 193,159
Retirement contributions paid or payable
in common stock 141,243 141,350
Deferred income taxes (58,881) (21,169)
Loss on disposal and impairment
of property, plant and equipment 14,865 6,116
Amortization of deferred income from
sale-leasebacks (951) (2,510)
(Gain) loss on sale of investments (3,565) 240
Net (accretion) amortization of investments (5,195) 5,108
Self-insurance reserves (less than) in excess of
current payments (5,281) 5,709
Postretirement accruals in excess of
current payments 1,655 525
Decrease in advance purchase allowances (2,961) (717)
Decrease in closed store reserves (1,567) (3,802)
Other, net 3,897 (6,686)
Change in cash from:
Trade receivables 18,035 28,538
Merchandise inventories 1,040 61,812
Prepaid expenses 18,957 21,308
Accounts payable and accrued expenses 83,818 79,078
Federal and state income taxes 12,850 (139,201)
---------- --------
Total adjustments 416,200 368,858
---------- --------
Net cash provided by operating activities $1,040,179 921,270
========== ========
5
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying condensed consolidated financial statements included
herein are unaudited; however, in the opinion of management, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are necessary for the fair statement of results for the
interim period. These condensed consolidated financial statements should be
read in conjunction with the fiscal 2006 Form 10-K Annual Report of the
Company.
2. Due to the seasonal nature of the Company's business, the results for the
three months and six months ended June 30, 2007 are not necessarily
indicative of the results for the entire 2007 fiscal year.
3. The preparation of financial statements in conformity with accounting
principles generally accepted in the U. S. 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.
4. Certain 2006 amounts have been reclassified to conform with the 2007
presentation.
5. In June 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109," (FIN 48) effective for fiscal
years beginning after December 15, 2006. FIN 48 clarifies the accounting
for uncertainty in tax positions. FIN 48 requires financial statement
recognition of the impact of a tax position when it is more likely than
not, based on its technical merits, that the position will be sustained
upon examination and the cumulative effect of the change in accounting
principle is to be recorded as an adjustment to opening retained earnings.
The Company is subject to the provisions of FIN 48 as of December 31, 2006,
and has analyzed filing positions in all of the federal and state
jurisdictions where it is required to file income tax returns, as well as
all open tax years in these jurisdictions. The Company did not record a
cumulative effect adjustment related to the adoption of FIN 48. The only
periods subject to examination for the Company's federal return are the
2002 through 2006 tax years. The Internal Revenue Service is currently
auditing tax years 2002 through 2005. The periods subject to examination
for the Company's state returns are the 2005 and 2006 tax years. The
Company believes that the outcome of any examination will not have a
material effect on its financial condition, results of operations or cash
flows. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as a component of income tax expense. As of
June 30, 2007, the Company has an immaterial accrual for income tax related
interest expense.
6. In September 2006, the FASB issued Statement of Financial Accounting
Standard No. 157, "Fair Value Measurement," (SFAS 157) effective for fiscal
years beginning after November 15, 2007. SFAS 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value
measurements. SFAS 157 does not require any new fair value measurements.
The Company is currently evaluating the effect of adopting SFAS 157.
6
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. In September 2006, the FASB issued Statement of Financial Accounting
Standard No. 158, "Employers' Accounting for Defined Benefit Pension and
Other Postretirement Plans - an amendment of FASB Statements No. 87, 88,
106 and 132(R)" (SFAS 158). SFAS 158 requires financial statement
recognition of the overfunded or underfunded status of a defined benefit
postretirement plan or other postretirement plan as an asset or liability
and recognition of changes in the funded status in comprehensive earnings
in the year in which the changes occur, effective for fiscal years ending
after December 15, 2006. SFAS 158 also requires that the measurement date
for the calculation of plan assets and obligations coincide with a
company's fiscal year end dates, effective for fiscal years ending after
December 15, 2008. The adoption of the recognition provision of SFAS 158
did not have a material effect on the Company's financial condition,
results of operations or cash flows. The adoption of the measurement
provision of SFAS 158 is not expected to have a material effect on the
Company's financial condition, results of operations or cash flows.
8. In February 2007, the FASB issued Statement of Financial Accounting
Standard No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities," (SFAS 159) effective for fiscal years beginning after
November 15, 2007. SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. Unrealized
gains and losses on items for which the fair value option has been elected
will be recognized in earnings at each subsequent reporting date. The
Company does not expect to adopt SFAS 159.
7
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
stores in Florida, Georgia, South Carolina, Alabama and Tennessee. As of
June 30, 2007, the Company operated 906 supermarkets, five convenience stores,
28 liquor stores and 42 Crispers restaurants.
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents, short-term investments and long-term
investments totaled $2,873.8 million as of June 30, 2007 as compared with
$2,621.6 million as of December 30, 2006.
Net cash provided by operating activities
-----------------------------------------
Net cash provided by operating activities was $1,040.2 million for the
six months ended June 30, 2007 as compared with $921.3 million for the six
months ended July 1, 2006. As a result of Hurricane Wilma that occurred during
the fourth quarter of 2005, the Company received an extension on its Federal
income tax payment due December 15, 2005 until February 28, 2006. The delay in
this tax payment decreased net cash provided by operating activities by
approximately $95 million during the six months ended July 1, 2006. 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 $469.2 million for the six
months ended June 30, 2007 as compared with $534.7 million for the six months
ended July 1, 2006. The primary use of net cash in investing activities was
funding capital expenditures and net increases in investment securities. During
the six months ended June 30, 2007, capital expenditures totaled $297.5 million.
These expenditures were incurred in connection with the opening of 14 net new
supermarkets (21 new supermarkets opened and seven supermarkets closed) and
remodeling 37 supermarkets. Net new supermarkets added an additional 0.6 million
square feet in the six months ended June 30, 2007, a 1.6% increase. Expenditures
were also incurred for new or enhanced information technology hardware and
applications and emergency backup generators. For the same period, the payment
for investment securities - AFS, net of the proceeds from the sale and maturity
of such securities, was $180.9 million.
During the six months ended July 1, 2006, capital expenditures totaled
$223.8 million. These expenditures were incurred in connection with the opening
of seven net new supermarkets (13 new supermarkets opened and six supermarkets
closed) and remodeling 15 supermarkets. Net new supermarkets added an additional
0.3 million square feet in the six months ended July 1, 2006, a 0.8% increase.
Expenditures were also incurred for new or enhanced information technology
hardware and applications. For the same period, the payment for investment
securities - AFS, net of the proceeds from the sale and maturity of such
securities, was $325.1 million.
Capital expenditure projection
------------------------------
Capital expenditures for the remainder of 2007, primarily consisting of
new supermarkets, remodeling certain existing supermarkets, new or enhanced
information technology hardware and applications, installation of emergency
backup generators and expansion of warehouses, are expected to be approximately
$302.5 million. 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.
8
Net cash used in financing activities
-------------------------------------
Net cash used in financing activities was $574.2 million for the six
months ended June 30, 2007 as compared with $337.3 million for the six months
ended July 1, 2006. The primary use of net cash in financing activities was
funding net common stock repurchases and payment of the annual cash dividend.
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). Net common stock repurchases totaled
$235.5 million for the six months ended June 30, 2007 as compared with
$165.5 million for the six months ended July 1, 2006. 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 currently appraised 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 $0.40
per share or $338.6 million on June 1, 2007 to stockholders of record as of the
close of business April 20, 2007. In 2006, the Company paid an annual cash
dividend on its common stock of $0.20 per share or $171.6 million.
Cash requirements
-----------------
In 2007, the cash requirements for current operations, capital
expenditures, common stock repurchases and payment of the annual cash dividend
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 readily available to support the Company's
liquidity requirements if needed.
Results of Operations
---------------------
Sales
-----
Sales for the three months ended June 30, 2007 were $5.7 billion as
compared with $5.3 billion for the three months ended July 1, 2006, an increase
of $313.2 million or a 5.9% increase. The Company estimates that its sales
increased $99.5 million or 1.9% from net new supermarkets and $213.7 million or
4.0% in comparable store sales (supermarkets open for the same weeks in both
periods, including replacement supermarkets).
Sales for the six months ended June 30, 2007 were $11.5 billion as
compared with $10.9 billion for the six months ended July 1, 2006, an increase
of $681.1 million or a 6.3% increase. The Company estimates that its sales
increased $181.9 million or 1.7% from net new supermarkets and $499.2 million or
4.6% in comparable store sales.
Gross profit
------------
Gross profit as a percentage of sales was 27.7% and 27.1% for the three
months ended June 30, 2007 and July 1, 2006, respectively. These gross profit
percentages were 27.3% and 27.2% for the six months ended June 30, 2007 and
July 1, 2006, respectively. The increase in gross profit as a percentage of
sales for the three months ended June 30, 2007 was primarily due to improvements
in buying and merchandising practices. Gross profit for the six months ended
June 30, 2007 remained relatively unchanged as a percentage of sales compared to
the six months ended July 1, 2006.
Operating and administrative expenses
-------------------------------------
Operating and administrative expenses as a percentage of sales were
20.8% for the three months ended June 30, 2007 and July 1, 2006. The operating
and administrative expenses as a percentage of sales were 20.5% and 20.6% for
the six months ended June 30, 2007 and July 1, 2006, respectively. Operating and
administrative expenses for the three months and six months ended June 30, 2007
remained relatively unchanged as a percentage of sales compared to the three
months and six months ended July 1, 2006.
9
Investment income, net
----------------------
Investment income, net was $37.1 million and $27.8 million for the three
months ended June 30, 2007 and July 1, 2006, respectively. Investment income,
net was $73.7 million and $54.3 million for the six months ended June 30, 2007
and July 1, 2006, respectively. The increase in investment income, net was
primarily due to higher investment balances as well as higher interest rates
during the three and six months ended June 30, 2007.
Income taxes
------------
The effective income tax rates were 35.9% and 36.4% for the three months
ended June 30, 2007 and July 1, 2006, respectively. The effective income tax
rates were 35.2% and 36.1% for the six months ended June 30, 2007 and July 1,
2006, respectively. The decrease in the effective income tax rates is driven by
increases in tax exempt income, dividends paid to ESOP participants and
deductions for manufacturing production costs.
Net earnings
------------
Net earnings were $306.4 million or $0.36 per share and $264.0 million
or $0.31 per share for the three months ended June 30, 2007 and July 1, 2006,
respectively. Net earnings were $624.0 million or $0.74 per share and
$552.4 million or $0.65 per share for the six months ended June 30, 2007 and
July 1, 2006, respectively.
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: competitive
practices and pricing in the food and drug industries generally and particularly
in the Company's principal markets; results of programs to control or reduce
costs, improve buying practices and control shrink; results of programs to
increase sales, including private-label sales, improve perishable departments
and improve pricing and promotional efforts; 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 update publicly 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 30, 2006.
10
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 that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic Securities and
Exchange Commission filings. There have been no changes in the Company's
internal control over financial reporting during the quarter ended June 30, 2007
that have materially affected, or are reasonably likely to materially affect,
the internal control over financial reporting.
11
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 30,
2006, 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 30, 2006.
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 30, 2007 were as follows (amounts are in thousands, except per
share amounts):
Total
Number of Approximate
Shares Dollar Value
Purchased as of Shares
Total Average Part of Publicly that May Yet Be
Number of Price Announced Purchased Under
Shares Paid per Plans or the Plans or
Period Purchased Share Programs(1) Programs(1)
------ --------- ----- ----------- -----------
April 1, 2007
through
May 5, 2007 1,605 $20.52 N/A N/A
May 6, 2007
through
June 2, 2007 2,512 20.90 N/A N/A
June 3, 2007
through
June 30, 2007 2,710 20.90 N/A N/A
----- ------
Total 6,827 $20.81 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.
12
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 30, 2007 required
to be disclosed in the last two columns of the table.
Item 3. Defaults Upon Senior Securities
----------------------------------------
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
Not Applicable.
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.
13
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 9, 2007 /s/ John A. Attaway, Jr.
------------------------------------------
John A. Attaway, Jr., Secretary
Date: August 9, 2007 /s/ David P. Phillips
------------------------------------------
David P. Phillips, Chief Financial Officer
and Treasurer (Principal Financial and
Accounting Officer)
14