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 September 29, 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 October 26, 2007 was 836,568,000.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
-------------------------------
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts are in thousands, except par value)
ASSETS
September 29, 2007 December 30, 2006
------------------ -----------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 263,546 223,571
Short-term investments 113,703 126,221
Trade receivables 360,700 363,020
Merchandise inventories 1,174,770 1,151,907
Deferred tax assets 59,571 58,513
Prepaid expenses 22,749 42,784
---------- ----------
Total current assets 1,995,039 1,966,016
---------- ----------
Long-term investments 2,609,244 2,271,810
Other noncurrent assets 59,149 55,938
Property, plant and equipment 6,277,206 5,872,787
Accumulated depreciation (2,996,069) (2,773,465)
---------- ----------
Net property, plant and equipment 3,281,137 3,099,322
---------- ----------
$7,944,569 7,393,086
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 933,412 934,446
Accrued contribution to retirement plans 295,353 359,753
Accrued self-insurance reserves 116,385 112,177
Accrued salaries and wages 168,365 98,293
Federal and state income taxes 39,560 33,239
Other 341,785 216,889
---------- ----------
Total current liabilities 1,894,860 1,754,797
---------- ----------
Deferred tax liabilities 162,437 225,572
Self-insurance reserves 238,092 251,060
Accrued postretirement benefit cost 80,783 78,894
Other noncurrent liabilities 119,641 107,898
Stockholders' equity:
Common stock of $1 par value. Authorized
1,000,000 shares; issued 850,811
shares at September 29, 2007 and 839,715
shares at December 30, 2006 850,811 839,715
Additional paid-in capital 744,239 533,559
Retained earnings 4,150,767 3,616,368
---------- ----------
5,745,817 4,989,642
Treasury stock at cost,
13,908 shares at September 29, 2007 (286,186) ---
Accumulated other comprehensive losses (10,875) (14,777)
---------- ----------
Total stockholders' equity 5,448,756 4,974,865
---------- ----------
$7,944,569 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
September 29, 2007 September 30, 2006
------------------ ------------------
(Unaudited)
Revenues:
Sales $5,590,320 5,247,050
Other operating income 42,609 39,631
---------- ---------
Total revenues 5,632,929 5,286,681
---------- ---------
Costs and expenses:
Cost of merchandise sold 4,114,781 3,853,670
Operating and administrative expenses 1,176,487 1,094,958
---------- ---------
Total costs and expenses 5,291,268 4,948,628
---------- ---------
Operating profit 341,661 338,053
Investment income, net 35,754 30,019
Other income, net 5,595 4,586
---------- ---------
Earnings before income tax expense 383,010 372,658
Income tax expense 134,015 119,791
---------- ---------
Net earnings $ 248,995 252,867
========== =========
Weighted average number of common
shares outstanding 840,704 849,065
========== =========
Basic and diluted earnings per common
share based on weighted average
shares outstanding $ 0.30 0.30
========== =========
Cash dividends paid per common share $ 0.00 0.00
========== =========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Three Months Ended
September 29, 2007 September 30, 2006
------------------ ------------------
(Unaudited)
Net earnings $ 248,995 252,867
Other comprehensive earnings:
Unrealized gain on investment securities
available-for-sale (AFS), net of tax
effect of $9,105 and $11,938
in 2007 and 2006, respectively 14,459 19,010
Reclassification adjustment for net realized
gain on investment securities AFS,
net of tax effect of ($658) and ($132) in
2007 and 2006, respectively (1,044) (211)
Adjustment to other postretirement benefit
plan obligation, net of tax effect of
$226 in 2007 356 ---
---------- ---------
Comprehensive earnings $ 262,766 271,666
========== =========
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)
Nine Months Ended
September 29, 2007 September 30, 2006
------------------ ------------------
(Unaudited)
Revenues:
Sales $17,123,207 16,098,867
Other operating income 130,478 121,547
----------- ----------
Total revenues 17,253,685 16,220,414
----------- ----------
Costs and expenses:
Cost of merchandise sold 12,493,735 11,757,641
Operating and administrative expenses 3,541,445 3,325,923
----------- ----------
Total costs and expenses 16,035,180 15,083,564
----------- ----------
Operating profit 1,218,505 1,136,850
Investment income, net 109,405 84,283
Other income, net 17,548 16,218
----------- ----------
Earnings before income tax expense 1,345,458 1,237,351
Income tax expense 472,484 432,072
----------- ----------
Net earnings $ 872,974 805,279
=========== ==========
Weighted average number of common
shares outstanding 842,454 851,892
=========== ==========
Basic and diluted earnings per common
share based on weighted average
shares outstanding $ 1.04 0.95
=========== ==========
Cash dividends paid per common share $ 0.40 0.20
=========== ==========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Nine Months Ended
September 29, 2007 September 30, 2006
------------------ ------------------
(Unaudited)
Net earnings $ 872,974 805,279
Other comprehensive earnings (losses):
Unrealized gain (loss) on investment securities
AFS, net of tax effect of $4,268 and
($4,763) in 2007 and 2006, respectively 6,778 (7,585)
Reclassification adjustment for net realized
gain on investment securities AFS,
net of tax effect of ($2,035) and ($40) in
2007 and 2006, respectively (3,232) (63)
Adjustment to other postretirement benefit
plan obligation, net of tax effect of
$226 in 2007 356 ---
----------- ----------
Comprehensive earnings $ 876,876 797,631
=========== ==========
See accompanying notes to condensed consolidated financial statements.
3
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)
Nine Months Ended
September 29, 2007 September 30, 2006
------------------ ------------------
(Unaudited)
Cash flows from operating activities:
Cash received from customers $17,151,780 16,150,923
Cash paid to employees and suppliers (15,234,079) (14,282,554)
Income taxes paid (532,790) (606,029)
Payment for self-insured claims (169,995) (150,146)
Dividends and interest received 92,829 73,380
Other operating cash receipts 122,000 112,121
Other operating cash payments (9,596) (7,453)
----------- -----------
Net cash provided by operating activities 1,420,149 1,290,242
----------- -----------
Cash flows from investing activities:
Payment for property, plant and equipment (502,260) (339,750)
Proceeds from sale of property, plant
and equipment 7,011 10,632
Proceeds from sale-leasebacks --- 6,247
Payment for investment securities - AFS (676,210) (773,464)
Proceeds from sale and maturity of
investment securities - AFS 449,446 306,604
Net proceeds from (payments to) joint
ventures and other investments 14,134 (17,963)
Other, net (6,730) 4,137
----------- -----------
Net cash used in investing activities (714,609) (803,557)
----------- ------------
Cash flows from financing activities:
Payment for acquisition of common stock (490,380) (503,213)
Proceeds from sale of common stock 163,521 185,160
Dividends paid (338,575) (171,645)
Other (131) (131)
----------- -----------
Net cash used in financing activities (665,565) (489,829)
----------- -----------
Net increase (decrease) in cash and cash equivalents 39,975 (3,144)
Cash and cash equivalents at beginning of period 223,571 335,969
----------- -----------
Cash and cash equivalents at end of period $ 263,546 332,825
=========== ===========
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)
Nine Months Ended
September 29, 2007 September 30, 2006
------------------ ------------------
(Unaudited)
Reconciliation of net earnings to net cash
provided by operating activities
Net earnings $ 872,974 805,279
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 300,760 289,666
Retirement contributions paid or payable
in common stock 198,044 202,565
Deferred income taxes (66,652) (27,372)
Loss on disposal and impairment
of property, plant and equipment 16,193 11,847
Amortization of deferred income from
sale-leasebacks (1,427) (2,986)
Gain on sale of investments (5,267) (103)
Net accretion of investments (7,635) (6,526)
Self-insurance reserves (less than) in excess of
current payments (8,760) 7,144
Postretirement accruals in excess of
current payments 2,659 1,251
(Decrease) increase in advance purchase allowances (3,567) 742
Decrease in closed store reserves (2,080) (7,315)
Other, net (1,566) (7,001)
Change in cash from:
Trade receivables 2,320 24,129
Merchandise inventories (22,863) 50,646
Prepaid expenses 20,035 (7,291)
Accounts payable and accrued expenses 120,660 103,049
Federal and state income taxes 6,321 (147,482)
---------- ---------
Total adjustments 547,175 484,963
---------- ---------
Net cash provided by operating activities $1,420,149 1,290,242
========== =========
See accompanying notes to condensed consolidated financial statements.
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 nine months ended September 29, 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
September 29, 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 date, 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
September 29, 2007, the Company operated 914 supermarkets, five convenience
stores, 30 liquor stores and 41 Crispers restaurants.
Liquidity and Capital Resources
-------------------------------
Cash and cash equivalents, short-term investments and long-term
investments totaled $2,986.5 million as of September 29, 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 $1,420.1 million for
the nine months ended September 29, 2007 as compared with $1,290.2 million
for the nine months ended September 30, 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 nine months
ended September 30, 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 $714.6 million for the nine
months ended September 29, 2007 as compared with $803.6 million for the nine
months ended September 30, 2006. The primary use of net cash in investing
activities was funding capital expenditures and net increases in investment
securities. During the nine months ended September 29, 2007, capital
expenditures totaled $502.3 million. These expenditures were incurred in
connection with the opening of 22 net new supermarkets (30 new supermarkets
opened and eight supermarkets closed) and remodeling 68 supermarkets. Net new
supermarkets added an additional 1.0 million square feet in the nine months
ended September 29, 2007, a 2.4% 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
$226.8 million.
During the nine months ended September 30, 2006, capital expenditures
totaled $339.8 million. These expenditures were incurred in connection with the
opening of eight net new supermarkets (18 new supermarkets opened and 10
supermarkets closed) and remodeling 37 supermarkets. Net new supermarkets added
an additional 0.4 million square feet in the nine months ended September 30,
2006, a 1.0% 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 $466.9 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 and installation of emergency
backup generators, are expected to be approximately $147.7 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 $665.6 million for the nine
months ended September 29, 2007 as compared with $489.8 million for the nine
months ended September 30, 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 $326.9 million for the nine months ended September 29,
2007 as compared with $318.1 million for the nine months ended September 30,
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 September 29, 2007 were $5.6 billion
as compared with $5.2 billion for the three months ended September 30, 2006,
an increase of $343.3 million or a 6.5% increase. The Company estimates that
its sales increased $107.2 million or 2.0% from net new supermarkets and
$236.1 million or 4.5% in comparable store sales (supermarkets open for the
same weeks in both periods, including replacement supermarkets).
Sales for the nine months ended September 29, 2007 were $17.1 billion
as compared with $16.1 billion for the nine months ended September 30, 2006,
an increase of $1,024.3 million or a 6.4% increase. The Company estimates that
its sales increased $299.9 million or 1.9% from net new supermarkets and
$724.4 million or 4.5 % in comparable store sales.
Gross profit
------------
Gross profit as a percentage of sales was 26.4% and 26.6% for the three
months ended September 29, 2007 and September 30, 2006, respectively. The gross
profit percentage was 27.0% for the nine months ended September 29, 2007 and
September 30, 2006. The decrease in gross profit as a percentage of sales for
the three months ended September 29, 2007 was primarily due to aggressive
promotional pricing. Gross profit for the nine months ended September 29, 2007
remained unchanged as a percentage of sales compared to the nine months ended
September 30, 2006.
9
Operating and administrative expenses
-------------------------------------
Operating and administrative expenses as a percentage of sales were
21.0% and 20.9% for the three months ended September 29, 2007 and September 30,
2006. The operating and administrative expenses as a percentage of sales was
20.7% for the nine months ended September 29, 2007 and September 30, 2006.
Operating and administrative expenses for the three months and nine months ended
September 29, 2007 remained relatively unchanged as a percentage of sales
compared to the three months and nine months ended September 30, 2006.
Investment income, net
----------------------
Investment income, net was $35.8 million and $30.0 million for the three
months ended September 29, 2007 and September 30, 2006, respectively. Investment
income, net was $109.4 million and $84.3 million for the nine months ended
September 29, 2007 and September 30, 2006, respectively. The increase in
investment income, net was primarily due to higher investment balances during
the three and nine months ended September 29, 2007.
Income taxes
------------
The effective income tax rates were 35.0% and 32.1% for the three months
ended September 29, 2007 and September 30, 2006, respectively. The effective
income tax rates were 35.1% and 34.9% for the nine months ended September 29,
2007 and September 30, 2006, respectively. The net increase in the effective
income tax rates was due to the favorable resolution of various tax issues for
the three months ended September 30, 2006 offset by increases in tax exempt
income, dividends paid to ESOP participants and deductions for manufacturing
production costs for the three months ended September 29, 2007.
Net earnings
------------
Net earnings were $249.0 million or $0.30 per share and $252.9 million
or $0.30 per share for the three months ended September 29, 2007 and
September 30, 2006, respectively. Net earnings were $873.0 million or $1.04
per share and $805.3 million or $0.95 per share for the nine months ended
September 29, 2007 and September 30, 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.
10
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.
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 September 29,
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 September 29, 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)
------ --------- ----- ----------- -----------
July 1, 2007
through
August 4, 2007 1,690 $20.90 N/A N/A
August 5, 2007
through
September 1, 2007 2,879 20.90 N/A N/A
September 2, 2007
through
September 29, 2007 3,143 20.90 N/A N/A
----- ------
Total 7,712 $20.90 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.
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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 September 29, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PUBLIX SUPER MARKETS, INC.
Date: November 8, 2007 /s/ John A. Attaway, Jr.
------------------------------------------
John A. Attaway, Jr., Secretary
Date: November 8, 2007 /s/ David P. Phillips
------------------------------------------
David P. Phillips, Chief Financial Officer
and Treasurer (Principal Financial and
Accounting Officer)
14