UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

x(X)

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

For the quarterly period ended March 26,September 24, 2011

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  X           No¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes  x  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  

Large accelerated filer    xAccelerated 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   X  

The number of shares of the Registrant’s common stock outstanding as of April 22,October 14, 2011 was 790,039,000.782,767,000.

 

 

 


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements

PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts are in thousands, except par value)

 

  March 26, 2011 December 25, 2010   

September 24, 2011

 

December 25, 2010

 
  (Unaudited)   (Unaudited) 
ASSETSASSETS  

ASSETS

  

 

Current assets:

      

Cash and cash equivalents

  $849,798    605,901    $478,956    605,901  

Short-term investments

   378,618    336,282     438,579    336,282  

Trade receivables

   488,227    492,311     477,198    492,311  

Merchandise inventories

   1,262,965    1,359,028     1,310,502    1,359,028  

Deferred tax assets

   62,351    59,126     67,646    59,126  

Prepaid expenses

   29,588    25,354     28,789    25,354  
         

 

  

 

 

Total current assets

   3,071,547    2,878,002     2,801,670    2,878,002  
         

 

  

 

 

Long-term investments

   3,248,696    2,759,751     3,562,510    2,759,751  

Other noncurrent assets

   167,252    168,398     167,750    168,398  

Property, plant and equipment

   8,372,277    8,315,981     8,529,494    8,315,981  

Accumulated depreciation

   (4,030,503  (3,963,045   (4,122,558  (3,963,045
         

 

  

 

 

Net property, plant and equipment

   4,341,774    4,352,936     4,406,936    4,352,936  
         

 

  

 

 
  $10,829,269    10,159,087    $10,938,866    10,159,087  
         

 

  

 

 
LIABILITIES AND EQUITYLIABILITIES AND EQUITY  

LIABILITIES AND EQUITY

  

 

Current liabilities:

      

Accounts payable

  $1,135,302    1,156,181    $1,093,252    1,156,181  

Accrued expenses:

      

Contribution to retirement plans

   195,987    376,002     339,145    376,002  

Self-insurance reserves

   116,425    114,133     123,708    114,133  

Salaries and wages

   143,976    113,794     211,195    113,794  

Dividends payable

   418,594    —    

Other

   301,539    249,633     287,435    249,633  

Current portion of long-term debt

   72,839    72,879     39,709    72,879  

Federal and state income taxes

   207,089    23,462     32,149    23,462  
         

 

  

 

 

Total current liabilities

   2,591,751    2,106,084     2,126,593    2,106,084  
       

Deferred tax liabilities

   237,429    225,695     251,894    225,695  

Self-insurance reserves

   224,121    221,337     223,855    221,337  

Accrued postretirement benefit cost

   91,434    90,935     92,339    90,935  

Long-term debt

   76,063    76,482     114,076    76,482  

Other noncurrent liabilities

   129,381    132,962     118,614    132,962  
  

 

  

 

 

Total liabilities

   2,927,371    2,853,495  
  

 

  

 

 

Common stock related to Employee Stock Ownership Plan (ESOP)

   2,179,671    2,016,696  
  

 

  

 

 

Stockholders’ equity:

      

Common stock of $1 par value. Authorized 1,000,000 shares; issued 791,626 shares in 2011 and 780,969 shares in 2010

   791,626    780,969  

Common stock of $1 par value. Authorized
1,000,000 shares; issued 793,624 shares
in 2011 and 780,969 shares in 2010

   793,624    780,969  

Additional paid-in capital

   1,306,628    1,092,008     1,348,571    1,092,008  

Retained earnings

   5,328,954    5,349,387     6,023,145    5,349,387  

Treasury stock at cost, 1,715 shares in 2011

   (35,840  —    

Treasury stock at cost, 10,325 shares in 2011

   (224,222    

Accumulated other comprehensive earnings

   43,442    38,226     25,272    38,226  
       
  

 

  

 

 

Total stockholders’ equity

   7,434,810    7,260,590     7,966,390    7,260,590  

Noncontrolling interests

   44,280    45,002     45,105    45,002  
       

Total equity

   7,479,090    7,305,592  

Common stock related to ESOP

   (2,179,671  (2,016,696
         

 

  

 

 
  $10,829,269    10,159,087     5,831,824    5,288,896  
         

 

  

 

 
  $10,938,866    10,159,087  
  

 

  

 

 

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   Three Months Ended 
  March 26, 2011   March 27, 2010   

September 24, 2011

 

September 25, 2010

 
  (Unaudited)   (Unaudited) 

Revenues:

       

Sales

  $6,788,030     6,501,357    $6,369,656    6,038,369  

Other operating income

   48,372     47,308     55,723    47,707  
          

 

  

 

 

Total revenues

   6,836,402     6,548,665     6,425,379    6,086,076  
  

 

  

 

 
        

Costs and expenses:

       

Cost of merchandise sold

   4,877,323     4,686,033     4,651,148    4,363,418  

Operating and administrative expenses

   1,387,359     1,338,926     1,327,396    1,312,977  
          

 

  

 

 

Total costs and expenses

   6,264,682     6,024,959     5,978,544    5,676,395  
          

 

  

 

 

Operating profit

   571,720     523,706     446,835    409,681  

Investment income

   22,757    22,040  

Other-than-temporary impairment losses

   (6,082    
  

 

  

 

 

Investment income, net

   25,132     23,628     16,675    22,040  

Other income, net

   7,178     6,263     14,308    6,370  
  

 

  

 

 
        

Earnings before income tax expense

   604,030     553,597     477,818    438,091  

Income tax expense

   205,863     189,198     165,916    154,869  
          

 

  

 

 

Net earnings

  $398,167     364,399    $311,902    283,222  
  

 

  

 

 
        

Weighted average shares outstanding

   782,728     782,823     786,019    788,064  
          

 

  

 

 

Basic and diluted earnings per share

  $0.51     0.47    $0.40    0.36  
          

 

  

 

 

Cash dividends declared per common share

  $0.53     0.46  
        

Cash dividends paid per common share

  $      
  

 

  

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Amounts are in thousands)

 

   Three Months Ended 
   March 26, 2011  March 27, 2010 
   (Unaudited) 

Net earnings

  $398,167    364,399  

Other comprehensive earnings (losses):

   

Unrealized gain (loss) on available-for-sale (AFS) securities, net of tax effect of $6,285 and ($1,796) in 2011 and 2010, respectively

   9,980    (2,851

Reclassification adjustment for net realized gain on AFS securities, net of tax effect of ($3,104) and ($3,191) in 2011 and 2010, respectively

   (4,929  (5,067

Adjustment to postretirement benefit plan obligation, net of tax effect of $103 and $9 in 2011 and 2010, respectively

   165    15  
         

Comprehensive earnings

  $403,383    356,496  
         
   Three Months Ended 
   

September 24, 2011

  

September 25, 2010

 
   (Unaudited) 

Net earnings

  $311,902    283,222  

Other comprehensive (losses) earnings:

   

Unrealized (loss) gain on available-for-sale
(AFS) securities, net of tax
effect of ($14,589) and $16,038 in 2011
and 2010, respectively

   (23,168  25,469  

Reclassification adjustment for net realized
loss (gain) on AFS securities, net of tax
effect of $343 and ($1,881) in
2011 and 2010, respectively

   545    (2,987

Adjustment to postretirement benefit plan
obligation, net of tax effect of $103 and
$9 in 2011 and 2010, respectively

   164    14  
  

 

 

  

 

 

 

Comprehensive earnings

  $289,443    305,718  
  

 

 

  

 

 

 

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 24, 2011

  

September 25, 2010

 
   (Unaudited) 

Revenues:

   

Sales

  $19,730,716    18,754,265  

Other operating income

   152,699    142,307  
  

 

 

  

 

 

 

Total revenues

   19,883,415    18,896,572  
  

 

 

  

 

 

 

Costs and expenses:

   

Cost of merchandise sold

   14,224,751    13,482,242  

Operating and administrative expenses

   4,097,738    3,981,940  
  

 

 

  

 

 

 

Total costs and expenses

   18,322,489    17,464,182  
  

 

 

  

 

 

 

Operating profit

   1,560,926    1,432,390  

Investment income

   79,762    70,209  

Other-than-temporary impairment losses

   (6,082    
  

 

 

  

 

 

 

Investment income, net

   73,680    70,209  

Other income, net

   27,854    18,940  
  

 

 

  

 

 

 

Earnings before income tax expense

   1,662,460    1,521,539  

Income tax expense

   570,022    525,494  
  

 

 

  

 

 

 

Net earnings

  $1,092,438    996,045  
  

 

 

  

 

 

 

Weighted average shares outstanding

   785,940    787,173  
  

 

 

  

 

 

 

Basic and diluted earnings per share

  $1.39    1.27  
  

 

 

  

 

 

 

Cash dividends paid per common share

  $0.53    0.46  
  

 

 

  

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(Amounts are in thousands)

   Nine Months Ended 
   

September 24, 2011

  

September 25, 2010

 
   (Unaudited) 

Net earnings

  $1,092,438    996,045  

Other comprehensive (losses) earnings:

   

Unrealized (loss) gain on AFS securities,
net of tax effect of ($866) and $12,532
in 2011 and 2010, respectively

   (1,376  19,900  

Reclassification adjustment for net realized
gain on AFS securities, net of tax
effect of ($7,601) and ($7,710) in
2011 and 2010, respectively

   (12,071  (12,243

Adjustment to postretirement benefit plan
obligation, net of tax effect of $310 and
$28 in 2011 and 2010, respectively

   493    44  
  

 

 

  

 

 

 

Comprehensive earnings

  $1,079,484    1,003,746  
  

 

 

  

 

 

 

See accompanying notes to condensed consolidated financial statements.

3


PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts are in thousands)

 

  Three Months Ended   Nine Months Ended 
  March 26, 2011 March 27, 2010   

September 24, 2011

 

September 25, 2010

 
  (Unaudited)   (Unaudited) 

Cash flows from operating activities:

      

Cash received from customers

  $6,794,890    6,551,694    $19,796,702    18,839,689  

Cash paid to employees and suppliers

   (5,840,286  (5,559,612   (17,392,751  (16,497,248

Income taxes paid

   (17,110  (14,879   (535,358  (575,496

Self-insured claims paid

   (59,871  (62,988   (208,424  (203,152

Dividends and interest received

   39,989    24,984     97,757    67,263  

Other operating cash receipts

   46,337    44,956     146,617    135,341  

Other operating cash payments

   (2,384  (1,236   (10,838  (7,953
         

 

  

 

 

Net cash provided by operating activities

   961,565    982,919     1,893,705    1,758,444  
         

 

  

 

 

Cash flows from investing activities:

      

Payment for property, plant and equipment

   (114,321  (101,880   (400,599  (353,653

Proceeds from sale of property, plant and equipment

   1,317    611     4,399    2,151  

Payment for investments

   (704,931  (563,791   (1,501,096  (1,312,504

Proceeds from sale and maturity of investments

   173,435    187,231     537,936    461,525  
         

 

  

 

 

Net cash used in investing activities

   (644,500  (477,829   (1,359,360  (1,202,481
         

 

  

 

 

Cash flows from financing activities:

      

Payment for acquisition of common stock

   (121,270  (99,485   (380,252  (307,057

Proceeds from sale of common stock

   49,283    44,381     163,824    145,509  

Dividends paid

   (418,680  (364,087

Other, net

   (1,181  4,747     (26,182  7,547  
         

 

  

 

 

Net cash used in financing activities

   (73,168  (50,357   (661,290  (518,088
         

 

  

 

 

Net increase in cash and cash equivalents

   243,897    454,733  

Net (decrease) increase in cash and cash equivalents

   (126,945  37,875  

Cash and cash equivalents at beginning of period

   605,901    370,516     605,901    370,516  
         

 

  

 

 

Cash and cash equivalents at end of period

  $849,798    825,249    $478,956    408,391  
         

 

  

 

 

 

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

3

4


PUBLIX SUPER MARKETS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Amounts are in thousands)

 

  Three Months Ended   Nine Months Ended 
  March 26, 2011 March 27, 2010   

September 24, 2011

 

September 25, 2010

 
  (Unaudited)   (Unaudited) 

Reconciliation of net earnings to net cash provided by operating activities:

      

Net earnings

  $398,167    364,399    $1,092,438    996,045  

Adjustments to reconcile net earnings to net cash provided by operating activities:

      

Depreciation and amortization

   124,973    125,254     371,258    380,104  

Retirement contributions paid or payable in common stock

   81,410    79,175     224,567    218,231  

Deferred income taxes

   5,225    (39,960   25,836    (11,202

Loss on disposal and impairment of property, plant and equipment

   2,843    7,574     6,443    11,475  

Gain on AFS securities

   (8,033  (8,258   (19,672  (19,953

Net amortization of investments

   16,481    8,894     55,862    33,292  

Changes in operating assets and liabilities providing (requiring) cash:

      

Trade receivables

   4,084    41,423     15,010    39,679  

Merchandise inventories

   96,063    39,789     48,075    119,025  

Prepaid expenses and other noncurrent assets

   (6,738  (8,353   (13,655  (12,136

Accounts payable and accrued expenses

   61,202    167,211     75,101    56,935  

Self-insurance reserves

   5,076    (3,469   12,096    (10,082

Federal and state income taxes

   183,627    214,600     8,687    (38,581

Other noncurrent liabilities

   (2,815  (5,360   (8,341  (4,388
         

 

  

 

 

Total adjustments

   563,398    618,520     801,267    762,399  
         

 

  

 

 

Net cash provided by operating activities

  $961,565    982,919    $1,893,705    1,758,444  
         

 

  

 

 

See accompanying notes to condensed consolidated financial statements.

 

45


PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(1)Basis of Presentation

(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 nine months ended March 26,September 24, 2011 are not necessarily indicative of the results for the entire 2011 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 25, 2010.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(2)    Change in Classification

(2)Fair Value of Financial Instruments

The Company’s Employee Stock Ownership Plan (ESOP) includes a put option for shares of the Company’s common stock distributed from the ESOP. Shares are distributed from the ESOP primarily to separated vested participants and certain eligible participants who elect to diversify their account balances. Since the Company’s common stock is not currently traded on an established securities market, if the owners of distributed shares desire to sell their shares, the Company is required to purchase the shares at fair value for a 15-month period after distribution of the shares from the ESOP. The distributed shares subject to the put option and the shares held by the ESOP (ESOP shares) were previously recorded in permanent equity. Due to the Company’s obligation under the put option, the distributed shares and ESOP shares should be classified as temporary equity in the mezzanine section of the consolidated balance sheets. This change in classification resulted in the December 25, 2010 permanent equity decreasing $2,016.7 million and temporary equity increasing by $2,016.7 million from amounts previously reported. Based on an analysis of quantitative and qualitative factors, this change in classification was deemed immaterial for all periods previously reported. See Note 6.

(3)    Fair Value of Financial Instruments

The fair value of certain of the Company’s financial instruments, including cash and cash equivalents, trade receivables and accounts payable, approximates their respective carrying amounts due to their short-term maturity.

The fair value of available-for-sale (AFS) securities is based on market prices using the following measurement categories:

Level 1 – Fair value is determined by using quoted prices in active markets for identical investments. AFS securities that are included in this category are primarily restricted investmentsa mutual fund and equity securities.

Level 2 – Fair value is determined by using other than quoted prices. By using observable inputs (for example, benchmark yields, interest rates, reported trades and broker dealer quotes), the fair value is determined through processes such as benchmark curves, benchmarking of like securities and matrix pricing of corporate and municipal bonds by using pricing of similar bonds based on coupons, ratings and maturities. In addition, the value of collateralized mortgage obligation securities is determined by using 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 debt securities (tax exempt and taxable bonds).

Level 3 – Fair value is determined by using other than observable inputs. Fair value is determined by using the best information available in the circumstances and requires significant management judgment or estimation. No AFS securities are currently included in this category.

Following is a summary of fair value measurements for AFS securities as of March 26,September 24, 2011 and December 25, 2010:

 

   Fair Value   Level 1   Level 2   Level 3 
   (Amounts are in thousands) 

March 26, 2011

  $3,627,314     420,218     3,207,096     —    

December 25, 2010

   3,096,033     223,655     2,872,378     —    

$0,000,000$0,000,000$0,000,000$0,000,000$0,000,000$0,000,000
   

Fair

Value

  

Level 1

  

Level 2

  

Level 3

      
   (Amounts are in thousands)      

September 24, 2011

  $4,001,089  418,176  3,582,913      

December 25, 2010

    3,096,033  223,655  2,872,378      

 

56


PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(3)Investments

(4)    Investments

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

On December 29, 2010, the Company funded a restricted trust account in the amount of $170,000,000 for the benefit of its insurance carrier related to the Company’s workers’ compensation self-insurance reserves in lieu of providing a standby letter of credit or other security. The restricted trust account is invested in a mutual fund primarily comprised of short-term, investment grade bonds. Earnings from the investments held in the restricted trust account are paid to the Company in accordance with the terms of the fund’s trust agreement.

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 AFS securities sold is based on the FIFOfirst-in, first-out method.

Following is a summary of AFS securities as of March 26, 2011 and December 25, 2010:

   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair Value 
   (Amounts are in thousands) 

March 26, 2011

        

Tax exempt bonds

  $2,156,864     14,755     6,247     2,165,372  

Taxable bonds

   1,000,839     14,242     1,827     1,013,254  

Restricted investments

   170,000     604     —       170,604  

Equity securities

   214,979     65,984     2,879     278,084  
                    
  $3,542,682     95,585     10,953     3,627,314  
                    

December 25, 2010

        

Tax exempt bonds

  $1,932,466     13,308     8,322     1,937,452  

Taxable bonds

   867,430     16,108     2,542     880,996  

Equity securities

   219,737     60,536     2,688     277,585  
                    
  $3,019,633     89,952     13,552     3,096,033  
                    

6


PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The realized gains on sales of AFS securities totaled $9,260,000 and $8,623,000 for the three months ended March 26, 2011 and March 27, 2010, respectively. Realized losses on sales of AFS securities totaled $1,227,000 and $365,000 for the three months ended March 26, 2011 and March 27, 2010, respectively. There were no OTTI losses on AFS securities for the three months ended March 26, 2011 and March 27, 2010.

The amortized cost and fair value of AFS securities by expected maturity as of March 26, 2011 and December 25, 2010 are as follows:

   March 26, 2011   December 25, 2010 
   Amortized
Cost
   Fair
Value
   Amortized
Cost
   Fair
Value
 
   (Amounts are in thousands) 

Due in one year or less

  $375,773     378,618     332,992     336,282  

Due after one year through five years

   1,840,331     1,851,335     1,499,176     1,506,731  

Due after five years through ten years

   338,109     336,321     337,677     335,056  

Due after ten years

   603,490     612,352     630,051     640,379  
                    
   3,157,703     3,178,626     2,799,896     2,818,448  

Restricted investments

   170,000     170,604     —       —    

Equity securities

   214,979     278,084     219,737     277,585  
                    
  $3,542,682     3,627,314     3,019,633     3,096,033  
                    

Following is a summary of temporarily impaired AFS securities by the time period impaired as of March 26, 2011 and December 25, 2010:

   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) 

March 26, 2011

            

Tax exempt bonds

  $458,139     6,078     9,407     169     467,546     6,247  

Taxable bonds

   174,340     1,822     994     5     175,334     1,827  

Equity securities

   22,898     2,054     4,160     825     27,058     2,879  
                              

Total temporarily impaired AFS securities

  $655,377     9,954     14,561     999     669,938     10,953  
                              

December 25, 2010

            

Tax exempt bonds

  $624,553     8,321     54     1     624,607     8,322  

Taxable bonds

   155,160     2,045     4,130     497     159,290     2,542  

Equity securities

   30,065     1,914     3,571     774     33,636     2,688  
                              

Total temporarily impaired AFS securities

  $809,778     12,280     7,755     1,272     817,533     13,552  
                              

 

7


PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Following is a summary of AFS securities as of September 24, 2011 and December 25, 2010:

   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value
    
   (Amounts are in thousands)    

September 24, 2011

          

Tax exempt bonds

   $2,313,049     37,114     287     2,349,876    

Taxable bonds

   1,200,884     22,219     710     1,222,393    

Restricted investments

   170,000          1,294     168,706    

Equity securities

   262,670     21,967     24,523     260,114    
  

 

 

   

 

 

   

 

 

   

 

 

   
   $3,946,603     81,300     26,814     4,001,089    
  

 

 

   

 

 

   

 

 

   

 

 

   

December 25, 2010

          

Tax exempt bonds

   $1,932,466     13,308     8,322     1,937,452    

Taxable bonds

   867,430     16,108     2,542     880,996    

Equity securities

   219,737     60,536     2,688     277,585    
  

 

 

   

 

 

   

 

 

   

 

 

   
   $3,019,633     89,952     13,552     3,096,033    
  

 

 

   

 

 

   

 

 

   

 

 

   

Realized gains on sales of AFS securities totaled $7,260,000 and $6,743,000 for the three months ended September 24, 2011 and September 25, 2010, respectively, and $29,996,000 and $22,492,000 for the nine months ended September 24, 2011 and September 25, 2010, respectively. Realized losses on sales and OTTI of AFS securities totaled $8,148,000 and $1,875,000 for the three months ended September 24, 2011 and September 25, 2010, respectively, and $10,324,000 and $2,539,000 for the nine months ended September 24, 2011 and September 25, 2010, respectively. The Company recorded OTTI losses on equity securities of $6,082,000 for the three and nine months ended September 24, 2011. There were no OTTI losses on equity securities for the three and nine months ended September 25, 2010. There were no OTTI losses on debt securities for the three and nine months ended September 24, 2011 and September 25, 2010.

The amortized cost and fair value of AFS securities by expected maturity as of September 24, 2011 and December 25, 2010 are as follows:

   September 24, 2011   December 25, 2010    
   Amortized
Cost
   Fair
Value
   Amortized
Cost
   Fair
Value
    
   (Amounts are in thousands)    

Due in one year or less

   $   436,213     438,579     332,992     336,282    

Due after one year through
five years

   2,205,143     2,239,882     1,499,176     1,506,731    

Due after five years through
ten years

   369,551     376,171     337,677     335,056    

Due after ten years

   503,026     517,637     630,051     640,379    
  

 

 

   

 

 

   

 

 

   

 

 

   
   3,513,933     3,572,269     2,799,896     2,818,448    

Restricted investments

   170,000     168,706              

Equity securities

   262,670     260,114     219,737     277,585    
  

 

 

   

 

 

   

 

 

   

 

 

   
   $3,946,603     4,001,089     3,019,633     3,096,033    
  

 

 

   

 

 

   

 

 

   

 

 

   

8


PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Following is a summary of temporarily impaired AFS securities by the time period impaired as of September 24, 2011 and December 25, 2010:

   Less Than       12 Months                
   12 Months       or Longer       Total        
   Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
   Fair
Value
   Unrealized
Losses
    
   (Amounts are in thousands)    

September 24, 2011

              

Tax exempt bonds

  $77,805     278     5,844     9     83,649     287    

Taxable bonds

   158,499     710               158,499     710    

Restricted investments

   168,706     1,294               168,706     1,294    

Equity securities

   135,282     23,521     2,926     1,002     138,208     24,523    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total temporarily impaired AFS securities

  $540,292     25,803     8,770     1,011     549,062     26,814    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

December 25, 2010

              

Tax exempt bonds

  $624,553     8,321     54     1     624,607     8,322    

Taxable bonds

   155,160     2,045     4,130     497     159,290     2,542    

Equity securities

   30,065     1,914     3,571     774     33,636     2,688    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total temporarily impaired AFS securities

  $809,778     12,280     7,755     1,272     817,533     13,552    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

There are 264364 AFS securities issues contributing to the total unrealized loss of $10,953,000$26,814,000 as of March 26,September 24, 2011. Unrealized losses related to debt securities are primarily driven by interest rate volatility impacting the market value of certain bonds. The Company continues to receive scheduled principal and interest payments on these debt securities. Unrealized losses related to equity securities are primarily driven by stock market volatility.

(4)

(5)    Consolidation of Joint Ventures and Long-Term Debt

From time to time, the Company enters into joint ventures (JV)(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. Effective December 27, 2009, the Company adopted a new accounting standard on variable interest entities (VIE) that resulted in the consolidation of certain JVs 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. Generally, all major JV decision making is shared between all members. In particular, the use and sale of JV assets, business plans and budgets are generally required to be approved by all members. Management and other fees paid by the JV to a member are nominal and believed to be at market.

The Company evaluates these JVsa JV using specific criteria to determine whether the Company has a controlling financial interest and is the primary beneficiary of the JV. Factors considered in determining whether the Company is the primary beneficiary include risk and reward sharing, experience and financial condition of the other JV members, voting rights, involvement in day to day capital and operating decisions and each member’s influence over the JV owned shopping center’s economic performance.

Generally, most major JV decision making is shared between all members. In particular, the use and sale of JV assets, business plans and budgets are generally required to be approved by all members. However, the Company, through its anchor tenant operating lease agreement, has the power to direct the activities that most significantly influence the economic performance of the JV owned shopping center. Additionally, through its member equity interest in the JV, the Company will receive a significant portion of the JV’s benefits or is obligated to absorb a significant portion of the JV’s losses.

9


PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 26,September 24, 2011, the carrying amounts of the assets and liabilities of the consolidated JVs were $225,091,000$202,783,000 and $124,221,000,$102,263,000, respectively. The assets are owned by, and the liabilities are obligations of, the JVs, not the Company, except for a portion of the long-term debt of certain JVs guaranteed by the Company. The JVs are financed with capital contributions from the members, loans and/or the cash flows generated by the JV owned shopping centers once in operation. Total earnings attributable to noncontrolling interests for the three and nine months ended March 26,September 24, 2011 and March 27,September 25, 2010 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.

The JVs are financed with capital contributions from the members, loans guaranteed by the members and/or the cash flows generated by the shopping centers once in operation. Generally, the assets of the JVs are used as collateral to secure the JVs’ debt. Certain of the JVs have borrowings which are comprised of non-recourse loans. The Company is not contingently obligated under any of these loans.

The Company’s long-term debt results primarily from the consolidation of loans of certain JVs and loans assumed in connection with the purchase of shopping centers. Long-term debt maturitiesThe Company assumed loans totaling $28,497,000 during the nine months ended September 24, 2011. No loans were assumed during the nine months ended September 25, 2010. Maturities of JV loans range from JuneOctober 2011 through January 2015 and have either (1) fixed interest rates ranging from 4.5% to 5.5% or (2) variable interest rates based on a LIBOR index plus basis points ranging from 110 basis points to 250 basis points. Long-term debt maturitiesMaturities of assumed shopping center loans range from September 2013 through June 2024 and have fixed interest rates ranging from 5.25%5.1% to 7.125%7.1%.

(6)    Retirement Plan

The Company has a trusteed, noncontributory ESOP for the benefit of eligible employees. The Company’s ESOP includes a put option for shares of the Company’s common stock distributed from the ESOP. Shares are distributed from the ESOP primarily to separated vested participants and certain eligible participants who elect to diversify their account balances. Since the Company’s common stock is not currently traded on an established securities market, if the owners of distributed shares desire to sell their shares, the Company is required to purchase the shares at fair value for a 15-month period after distribution of the shares from the ESOP. The fair value of distributed shares subject to the put option totaled $138.8 million and $114.8 million as of September 24, 2011 and December 25, 2010, respectively. The cost of the ESOP shares totaled $2,040.9 million and $1,901.9 million as of September 24, 2011 and December 25, 2010, respectively. Due to the Company’s obligation under the put option, the distributed shares and ESOP shares are classified as temporary equity in the mezzanine section of the consolidated balance sheets and totaled $2,179.7 million and $2,016.7 million as of September 24, 2011 and December 25, 2010, respectively. The fair value of the ESOP shares totaled $5,416.8 million and $4,887.6 million as of September 24, 2011 and December 25, 2010, respectively.

 

810


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, Alabama, South Carolina and Tennessee. As of March 26,September 24, 2011, the Company operated 1,033 supermarkets, 11 convenience stores, 129 liquor stores and 36 Crispers restaurants.1,038 supermarkets.

Liquidity and Capital Resources

Cash and cash equivalents, short-term investments and long-term investments totaled $4,477.1$4,480.0 million as of March 26,September 24, 2011, as compared with $3,701.9 million as of December 25, 2010. This increase is primarily due to the Company generating cash from operating activities of $1,893.7 million for the nine months ended September 24, 2011 of which $963.2 million was invested in short-term and long-term investments.

Net cash provided by operating activities

Net cash provided by operating activities was $961.6$1,893.7 million for the threenine months ended March 26,September 24, 2011, as compared with $982.9$1,758.4 million for the threenine months ended March 27,September 25, 2010. The increase in cash provided by operating activities for the nine months ended September 24, 2011 was primarily due to an increase in net earnings of $96.4 million and a decrease in income taxes paid of $40.1 million primarily due to increased bonus depreciation. 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 $644.5$1,359.4 million for the threenine months ended March 26,September 24, 2011, as compared with $477.8$1,202.5 million for the threenine months ended March 27,September 25, 2010. For the threenine months ended March 26,September 24, 2011, the primary use of net cash in investing activities was funding capital expenditures and net increases in investment securities. Capital expenditures totaled $114.3$400.6 million. These expenditures were incurred in connection with the opening of three15 new supermarkets (including four replacement supermarkets) and remodeling 1970 supermarkets. FourEleven supermarkets were closed during the same period. Replacement supermarkets opened during the nine months ended September 24, 2011 replaced four of the 11 supermarkets closed during the same period. All of the remaining supermarkets closed during the threenine months ended March 26,September 24, 2011 will be replaced in subsequent periods and six of these supermarkets will be replaced on site. An additional 0.2 million square feet were added in the nine months ended September 24, 2011, a 0.5% increase. Expenditures were also incurred for the acquisition of shopping centers 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 $963.2 million.

For the nine months ended September 25, 2010, the primary use of net cash in investing activities was funding capital expenditures and net increases in investment securities. Capital expenditures totaled $353.7 million. These expenditures were incurred in connection with the opening of 25 new supermarkets (including 11 replacement supermarkets) and remodeling 80 supermarkets. Sixteen supermarkets were closed during the same period. Replacement supermarkets opened during the nine months ended September 25, 2010 replaced 10 of the 16 supermarkets closed during the same period and one supermarket closed in 2009. The remaining supermarkets closed during the nine months ended September 25, 2010 were replaced on site in subsequent periods. An additional 0.6 million square feet were added in the nine months ended September 25, 2010, a 1.2% 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 $531.5 million.

For the three months ended March 27, 2010, the primary use of net cash in investing activities was funding capital expenditures and net increases in investment securities. Capital expenditures totaled $101.9 million. These expenditures were incurred in connection with the opening of nine new supermarkets (including four replacement supermarkets) and remodeling 22 supermarkets. Nine supermarkets were closed during the same period. Replacement supermarkets opened during the three months ended March 27, 2010 replaced four of the nine supermarkets closed during the same period. The remaining supermarkets closed during the three months ended March 27, 2010 were replaced on site in subsequent periods. 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 $376.6$851.0 million.

Capital expenditure projection

Capital expenditures for the remainder of 2011 are expected to be approximately $596$249 million, primarily consisting of new supermarkets, acquiring and remodeling certain existing supermarkets, expansion of warehouses and new or enhanced information technology hardware and applications. The Company may also acquire certain shopping centers where the Company generally leases space as a tenant. These real estate investments are financed with internally generated funds and assumed debt, if prepayment penalties for the debt are determined to be significant. This capital program is subject to continuing change and review. 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 $73.2$661.3 million for the threenine months ended March 26,September 24, 2011, as compared with $50.4$518.1 million for the threenine months ended March 27,September 25, 2010. The primary use of net cash in financing activities was funding net common stock repurchases.repurchases and payment of the annual cash dividend. Net common stock repurchases totaled $72.0$216.4 million for the threenine months ended March 26,September 24, 2011, as compared with $55.1$161.5 million for the threenine months ended March 27,September 25, 2010. 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)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, with the exception of certain shares distributed from the ESOP, such purchases are not required and the Company retains the right to discontinue them at any time.

9


Dividends

On March 8, 2011, theThe Company declaredpaid an annual cash dividend on its common stock of $0.53 per share or approximately $418.6$418.7 million payable on June 1, 2011 to stockholders of record as of the close of business April 29, 2011. In 2010, the Company paid an annual cash dividend on its common stock of $0.46 per share or $364.1 million.

Cash requirements

In 2011, 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 March 26,September 24, 2011 were $6.8$6.4 billion as compared with $6.5$6.0 billion for the three months ended March 27,September 25, 2010, an increase of $286.7$331.3 million or a 4.4%5.5% increase. The Company estimates that its sales increased $104.7$71.6 million or 1.6%1.2% from new supermarkets and $182.0$259.7 million or 2.8%4.3% from comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). Sales for the nine months ended September 24, 2011 were $19.7 billion as compared with $18.8 billion for the nine months ended September 25, 2010, an increase of $976.5 million or a 5.2% increase. The Company estimates that its sales increased $282.6 million or 1.5% from new supermarkets and $693.9 million or 3.7% from comparable store sales. Comparable store sales for the three and nine months ended March 26,September 24, 2011 have improved but continueincreased primarily due to be impacted by the difficult economy.product cost inflation and increased customer counts.

Gross profit

Gross profit (sales less cost of merchandise sold) as a percentage of sales was 28.1%27.0% and 27.9%27.7% for the three months ended March 26,September 24, 2011 and March 27,September 25, 2010, respectively. Gross profit as a percentage of sales was 27.9% and 28.1% for the nine months ended September 24, 2011 and September 25, 2010, respectively. Decreases in gross profit as a percentage of sales for the three and nine months ended March 26,September 24, 2011 as compared with the three and nine months ended March 27,September 25, 2010 remained relatively unchanged.were primarily due to an increase in the LIFO reserve and product cost increases which were not passed on to the customers.

12


Operating and administrative expenses

Operating and administrative expenses as a percentage of sales were 20.4%20.8% and 20.6%21.7% for the three months ended March 26,September 24, 2011 and March 27,September 25, 2010, respectively. Operating and administrativeThe decrease in operating expenses as a percentage of sales for the three months ended March 26,September 24, 2011 as compared with the three months ended March 27,September 25, 2010 remained relatively unchanged.was primarily due to decreases in payroll, depreciation, rent and utilities as a percentage of sales. Payroll decreased 0.3% of sales primarily due to more effective scheduling; depreciation expense decreased 0.2% of sales primarily due to an increase in fully depreciated fixed assets; rent expense decreased 0.2% of sales primarily due to a decrease in rent related to closed supermarkets; and utilities expense decreased 0.1% of sales primarily due to lower electrical rates in 2011. Operating and administrative expenses as a percentage of sales were 20.8% and 21.2% for the nine months ended September 24, 2011 and September 25, 2010, respectively. The decrease in operating expenses as a percentage of sales for the nine months ended September 24, 2011 as compared with the nine months ended September 25, 2010 was primarily due to decreases in payroll, depreciation and rent as a percentage of sales. Payroll decreased 0.2% of sales primarily due to more effective scheduling; depreciation expense decreased 0.1% of sales primarily due to an increase in fully depreciated fixed assets; and rent expense decreased 0.1% of sales primarily due to a decrease in rent related to closed supermarkets.

Investment income, net

Investment income, net was $25.1$16.7 million and $23.6$22.0 million for the three months ended March 26,September 24, 2011 and March 27,September 25, 2010, respectively. InvestmentThe decrease in investment income, net for the three months ended March 26,September 24, 2011 as compared with the three months ended March 27,September 25, 2010 remained relatively unchanged.was primarily due to OTTI losses on equity securities. Investment income, net was $73.7 million and $70.2 million for the nine months ended September 24, 2011 and September 25, 2010, respectively. The increase in investment income, net for the nine months ended September 24, 2011 as compared with the nine months ended September 25, 2010 was primarily due to increases in dividend income. The Company recorded OTTI losses on equity securities of $6.1 million for the three and nine months ended September 24, 2011. There were no OTTI losses on AFSequity securities for the three and nine months ended March 26,September 25, 2010. There were no OTTI losses on debt securities for the three and nine months ended September 24, 2011 and March 27,September 25, 2010.

Income taxes

The effective income tax rate was 34.1%34.7% and 34.2%35.4% for the three months ended March 26,September 24, 2011 and March 27,September 25, 2010, respectively. The net decrease in the effective income tax rate for the three months ended September 24, 2011 as compared with the three months ended September 25, 2010 was primarily due to increases in dividends paid to ESOP participants and jobs tax credits. The effective income tax rate was 34.3% and 34.5% for the nine months ended September 24, 2011 and September 25, 2010, respectively. The effective income tax rate for the threenine months ended March 26,September 24, 2011 as compared with the threenine months ended March 27,September 25, 2010 remained relatively unchanged.

Net earnings

Net earnings were $398.2$311.9 million or $0.51$0.40 per share and $364.4$283.2 million or $0.47$0.36 per share for the three months ended March 26,September 24, 2011 and March 27,September 25, 2010, respectively. Net earnings as a percentage of sales were 4.9% and 4.7% for the three months ended September 24, 2011 and September 25, 2010, respectively. The increase in net earnings as a percentage of sales for the three months ended March 26,September 24, 2011 as compared with the three months ended March 27,September 25, 2010 was primarily due to an increasedecreases in operating and administrative expenses as a percentage of sales partially offset by the decrease in gross profit as a percentage of sales, as noted above. Net earnings were $1,092.4 million or $1.39 per share and $996.0 million or $1.27 per share for the nine months ended September 24, 2011 and September 25, 2010, respectively. Net earnings as a percentage of sales were 5.5% and 5.3% for the nine months ended September 24, 2011 and September 25, 2010, respectively. The increase in net earnings as a percentage of income taxes.sales for the nine months ended September 24, 2011 as compared with the nine months ended September 25, 2010 was primarily due to decreases in operating and administrative expenses as a percentage of sales partially offset by the decrease in gross profit as a percentage of sales, as noted above.

 

1013


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 within 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.

 

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 25, 2010.

 

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 March 26,September 24, 2011 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

 

1114


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 25, 2010, the Company is a party in various legal claims and actions considered in the normal course of business. The Company believes its recorded reserves are adequate in light of the probable and estimable liabilities. The estimated amount of reasonably possible losses for claims, individually and in the aggregate, is considered to be immaterial. In the opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

 

Item 1A.

Risk Factors

There have been no material changes in the risk factors from those disclosed in the Company’s Form 10-K for the year ended December 25, 2010.

 

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 March 26,September 24, 2011 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)

December 26, 2010 through January 29, 2011

    1,252    $19.85 ��   N/A     N/A 

January 30, 2011 through February 26, 2011

    1,329     19.85     N/A     N/A 

February 27, 2011 through March 26, 2011

    3,353     20.89     N/A     N/A 
                  

Total

    5,934    $20.44     N/A     N/A 
                  
$000,000,000,000,000$000,000,000,000,000$000,000,000,000,000$000,000,000,000,000
   

Total

Number of

Shares

  

Average

Price

Paid per

  

Total

Number of

Shares
Purchased as

Part of Publicly

Announced

Plans or

  

Approximate
Dollar Value
of Shares
that May Yet Be

Purchased Under

the Plans or

Period

  

Purchased

  

Share

  

Programs (1)

  

Programs (1)

June 26, 2011
through

July 30, 2011

    557  $21.65  N/A  N/A

August 1, 2011
through

August 27, 2011

  3,925  22.05  N/A  N/A

August 28, 2011
through

September 24, 2011

  2,184    22.05  N/A  N/A

Total

  6,666  $22.02  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 to participants of the Company’s 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.an established securities market. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company does not believe that these repurchases of its common stock are within the scope of a publicly announced plan or program (although the terms of the plans discussed above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three months ended March 26,September 24, 2011 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.

(Removed and 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 March 26,September 24, 2011, 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.

 

1316


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: May 5,November 3, 2011  

/s/ John A. Attaway, Jr.

  John A. Attaway, Jr., Secretary
Date: May 5,November 3, 2011  

/s/ David P. Phillips

  

David P. Phillips, Chief Financial Officer

and Treasurer

(Principal (Principal Financial and

Accounting Officer)

 

1417