Mail Stop 3561
December 27, 2005
Mr. David P. Phillips
Chief Financial Officer
Publix Super Markets, Inc.
3300 Publix Corporate Parkway
Lakeland, Florida 33811
Re: Publix Super Markets, Inc.
Form 10-K for Fiscal Year Ended December 25, 2004
Filed March 10, 2005
Forms 10-Q for Fiscal Quarters Ended March 26, 2005,
June
25, 2005
and September 24, 2005
Filed May 5, 2005, August 4, 2005 and November 3, 2005
File No. 0-00981
Dear Mr. Phillips:
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Please provide a written response to
our
comments. Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 25, 2004
(1) Summary of Significant Accounting Policies, page 31
(b) Principals of Consolidation, page 31
1. We note that your consolidated financial statements include
wholly-owned subsidiaries. We also note your disclosure on page
11
that you acquired a majority interest in Crispers. Please tell us
whether your consolidated financial statements include majority
owned
subsidiaries. If so, please revise your accounting policy
accordingly in future filings. If not, please tell us your
justification in GAAP for not doing so.
(o) Cost of Merchandise Sold, page 33
2. We note that you modified your calculation of cost of
merchandise
sold to improve the comparability of your gross profit to others
in
the food retailing industry. Please tell us the nature of the
change
and the effect of the change on your results of operations. In
doing
so tell us whether the modification related to a change in the
approach, computational technique or the numbers or content of
your
pools. In future filings please disclose the effect of the change
on
results of operations, including per share data, and the reasons
for
omitting the cumulative effect and disclosure of pro forma amounts
for prior years. Please refer to paragraph 20 of APB 20.
Controls and Procedures, page 46
3. We note your disclosure that there have been no significant
changes in your internal control over financial reporting during
the
last fiscal quarter that have materially affected, or are
reasonably
likely to materially affect your internal control over financial
reporting. In circumstances where you include similar disclosure
in
future filings, please revise to state that there were no changes
in
your internal control over financial reporting identified in your
evaluation that occurred during your last fiscal quarter that
materially affected, or are reasonably likely to materially
affect,
your internal control over financial reporting. Refer to Item
308(c)
of Regulation S-K.
Closing Comments
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested information. Detailed letters greatly facilitate our
review. Please understand that we may have additional comments
after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Regina Balderas, Staff Accountant, at (202)
551-
3722 if you have questions regarding comments on the financial
statements and related matters. Please contact me at (202) 551-
3716
with any other questions.
Sincerely,
Will Choi
Branch Chief
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Mr. David P. Phillips
Chief Financial Officer
December 27, 2005
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