10-Q 1 q22007.txt FORM 10-Q, QUARTER ENDED 6/30/2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number 0-00981 PUBLIX SUPER MARKETS, INC. (Exact name of Registrant as specified in its charter) Florida 59-0324412 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3300 Publix Corporate Parkway Lakeland, Florida 33811 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (863) 688-1188 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer X Accelerated filer Non-accelerated filer --- --- --- Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X --- --- The number of shares outstanding of the Registrant's common stock, $1.00 par value, as of July 27, 2007 was 841,680,000. PART I. FINANCIAL INFORMATION Item 1. Financial Statements -----------------------------
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts are in thousands, except par value) ASSETS June 30, 2007 December 30, 2006 ------------- ----------------- (Unaudited) Current assets: Cash and cash equivalents $ 220,398 223,571 Short-term investments 122,120 126,221 Trade receivables 344,985 363,020 Merchandise inventories 1,150,867 1,151,907 Deferred tax assets 58,678 58,513 Prepaid expenses 23,827 42,784 ---------- ---------- Total current assets 1,920,875 1,966,016 ---------- ---------- Long-term investments 2,531,326 2,271,810 Other noncurrent assets 58,863 55,938 Property, plant and equipment 6,109,089 5,872,787 Accumulated depreciation (2,924,904) (2,773,465) ---------- ---------- Net property, plant and equipment 3,184,185 3,099,322 ---------- ---------- $7,695,249 7,393,086 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $1,024,260 934,446 Accrued contribution to retirement plans 238,553 359,753 Accrued self-insurance reserves 116,316 112,177 Accrued salaries and wages 149,681 98,293 Federal and state income taxes 46,089 33,239 Other 236,706 216,889 ---------- ---------- Total current liabilities 1,811,605 1,754,797 ---------- ---------- Deferred tax liabilities 160,642 225,572 Self-insurance reserves 241,640 251,060 Accrued postretirement benefit cost 80,424 78,894 Other noncurrent liabilities 123,563 107,898 Stockholders' equity: Common stock of $1 par value. Authorized 1,000,000 shares; issued 850,811 shares at June 30, 2007 and 839,715 shares at December 30, 2006 850,811 839,715 Additional paid-in capital 744,239 533,559 Retained earnings 3,901,772 3,616,368 ---------- ---------- 5,496,822 4,989,642 Treasury stock at cost, 9,536 shares at June 30, 2007 (194,801) --- Accumulated other comprehensive losses (24,646) (14,777) ---------- ---------- Total stockholders' equity 5,277,375 4,974,865 ---------- ---------- $7,695,249 7,393,086 ========== ========== See accompanying notes to condensed consolidated financial statements.
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except per share amounts) Three Months Ended June 30, 2007 July 1, 2006 ------------- ------------ (Unaudited) Revenues: Sales $5,654,723 5,341,527 Other operating income 44,276 41,127 ---------- --------- Total revenues 5,698,999 5,382,654 ---------- --------- Costs and expenses: Cost of merchandise sold 4,091,191 3,893,064 Operating and administrative expenses 1,174,402 1,109,224 ---------- --------- Total costs and expenses 5,265,593 5,002,288 ---------- --------- Operating profit 433,406 380,366 Investment income, net 37,115 27,842 Other income, net 7,219 6,972 ---------- --------- Earnings before income tax expense 477,740 415,180 Income tax expense 171,342 151,175 ---------- --------- Net earnings $ 306,398 264,005 ========== ========= Weighted average number of common shares outstanding 844,747 856,937 ========== ========= Basic and diluted earnings per common share based on weighted average shares outstanding $ 0.36 0.31 ========== ========= Cash dividends paid per common share $ 0.40 0.20 ========== ========= CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Three Months Ended June 30, 2007 July 1, 2006 ------------- ------------ (Unaudited) Net earnings $ 306,398 264,005 Other comprehensive losses: Unrealized loss on investment securities available-for-sale (AFS), net of tax effect of ($7,981) and ($13,444) in 2007 and 2006, respectively (12,674) (21,408) Reclassification adjustment for net realized (gain) loss on investment securities AFS, net of tax effect of ($837) and $239 in 2007 and 2006, respectively (1,330) 381 ---------- --------- Comprehensive earnings $ 292,394 242,978 ========== ========= See accompanying notes to condensed consolidated financial statements.
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except per share amounts) Six Months Ended June 30, 2007 July 1, 2006 ------------- ------------ (Unaudited) Revenues: Sales $11,532,887 10,851,817 Other operating income 87,869 81,915 ----------- ---------- Total revenues 11,620,756 10,933,732 ----------- ---------- Costs and expenses: Cost of merchandise sold 8,378,953 7,903,971 Operating and administrative expenses 2,364,960 2,230,965 ----------- ---------- Total costs and expenses 10,743,913 10,134,936 ----------- ---------- Operating profit 876,843 798,796 Investment income, net 73,653 54,264 Other income, net 11,953 11,632 ----------- ---------- Earnings before income tax expense 962,449 864,692 Income tax expense 338,470 312,280 ----------- ---------- Net earnings $ 623,979 552,412 =========== ========== Weighted average number of common shares outstanding 843,329 853,306 =========== ========== Basic and diluted earnings per common share based on weighted average shares outstanding $ 0.74 0.65 =========== ========== Cash dividends paid per common share $ 0.40 0.20 =========== ========== CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Six Months Ended June 30, 2007 July 1, 2006 ------------- ------------ (Unaudited) Net earnings $ 623,979 552,412 Other comprehensive losses: Unrealized loss on investment securities AFS, net of tax effect of ($4,836) and ($16,702) in 2007 and 2006, respectively (7,682) (26,594) Reclassification adjustment for net realized (gain) loss on investment securities AFS, net of tax effect of ($1,378) and $93 in 2007 and 2006, respectively (2,187) 147 ----------- ---------- Comprehensive earnings $ 614,110 525,965 =========== ========== See accompanying notes to condensed consolidated financial statements.
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts are in thousands) Six Months Ended June 30, 2007 July 1, 2006 ------------- ------------ (Unaudited) Cash flows from operating activities: Cash received from customers $11,568,732 10,899,969 Cash paid to employees and suppliers (10,178,885) (9,537,394) Income taxes paid (384,483) (471,740) Payment for self-insured claims (108,232) (97,461) Dividends and interest received 66,618 56,096 Other operating cash receipts 82,150 75,600 Other operating cash payments (5,721) (3,800) ----------- ---------- Net cash provided by operating activities 1,040,179 921,270 ----------- ---------- Cash flows from investing activities: Payment for property, plant and equipment (297,529) (223,814) Proceeds from sale of property, plant and equipment 1,858 8,632 Proceeds from sale-leasebacks --- 6,247 Payment for investment securities - AFS (572,485) (559,669) Proceeds from sale and maturity of investment securities - AFS 391,546 234,610 Net proceeds from (payments to) joint ventures and other investments 12,661 (5,086) Other, net (5,223) 4,414 ----------- ---------- Net cash used in investing activities (469,172) (534,666) ----------- ---------- Cash flows from financing activities: Payment for acquisition of common stock (329,201) (282,717) Proceeds from sale of common stock 93,727 117,225 Dividends paid (338,575) (171,645) Other (131) (131) ----------- ---------- Net cash used in financing activities (574,180) (337,268) ----------- ---------- Net (decrease) increase in cash and cash equivalents (3,173) 49,336 Cash and cash equivalents at beginning of period 223,571 335,969 ----------- ---------- Cash and cash equivalents at end of period $ 220,398 385,305 =========== ========== See accompanying notes to condensed consolidated financial statements. (Continued)
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Amounts are in thousands) Six Months Ended June 30, 2007 July 1, 2006 ------------- ------------ (Unaudited) Reconciliation of net earnings to net cash provided by operating activities Net earnings $ 623,979 552,412 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 198,241 193,159 Retirement contributions paid or payable in common stock 141,243 141,350 Deferred income taxes (58,881) (21,169) Loss on disposal and impairment of property, plant and equipment 14,865 6,116 Amortization of deferred income from sale-leasebacks (951) (2,510) (Gain) loss on sale of investments (3,565) 240 Net (accretion) amortization of investments (5,195) 5,108 Self-insurance reserves (less than) in excess of current payments (5,281) 5,709 Postretirement accruals in excess of current payments 1,655 525 Decrease in advance purchase allowances (2,961) (717) Decrease in closed store reserves (1,567) (3,802) Other, net 3,897 (6,686) Change in cash from: Trade receivables 18,035 28,538 Merchandise inventories 1,040 61,812 Prepaid expenses 18,957 21,308 Accounts payable and accrued expenses 83,818 79,078 Federal and state income taxes 12,850 (139,201) ---------- -------- Total adjustments 416,200 368,858 ---------- -------- Net cash provided by operating activities $1,040,179 921,270 ========== ========
5 PUBLIX SUPER MARKETS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are necessary for the fair statement of results for the interim period. These condensed consolidated financial statements should be read in conjunction with the fiscal 2006 Form 10-K Annual Report of the Company. 2. Due to the seasonal nature of the Company's business, the results for the three months and six months ended June 30, 2007 are not necessarily indicative of the results for the entire 2007 fiscal year. 3. The preparation of financial statements in conformity with accounting principles generally accepted in the U. S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 4. Certain 2006 amounts have been reclassified to conform with the 2007 presentation. 5. In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109," (FIN 48) effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the accounting for uncertainty in tax positions. FIN 48 requires financial statement recognition of the impact of a tax position when it is more likely than not, based on its technical merits, that the position will be sustained upon examination and the cumulative effect of the change in accounting principle is to be recorded as an adjustment to opening retained earnings. The Company is subject to the provisions of FIN 48 as of December 31, 2006, and has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company did not record a cumulative effect adjustment related to the adoption of FIN 48. The only periods subject to examination for the Company's federal return are the 2002 through 2006 tax years. The Internal Revenue Service is currently auditing tax years 2002 through 2005. The periods subject to examination for the Company's state returns are the 2005 and 2006 tax years. The Company believes that the outcome of any examination will not have a material effect on its financial condition, results of operations or cash flows. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of June 30, 2007, the Company has an immaterial accrual for income tax related interest expense. 6. In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, "Fair Value Measurement," (SFAS 157) effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements. The Company is currently evaluating the effect of adopting SFAS 157. 6 PUBLIX SUPER MARKETS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. In September 2006, the FASB issued Statement of Financial Accounting Standard No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and 132(R)" (SFAS 158). SFAS 158 requires financial statement recognition of the overfunded or underfunded status of a defined benefit postretirement plan or other postretirement plan as an asset or liability and recognition of changes in the funded status in comprehensive earnings in the year in which the changes occur, effective for fiscal years ending after December 15, 2006. SFAS 158 also requires that the measurement date for the calculation of plan assets and obligations coincide with a company's fiscal year end dates, effective for fiscal years ending after December 15, 2008. The adoption of the recognition provision of SFAS 158 did not have a material effect on the Company's financial condition, results of operations or cash flows. The adoption of the measurement provision of SFAS 158 is not expected to have a material effect on the Company's financial condition, results of operations or cash flows. 8. In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," (SFAS 159) effective for fiscal years beginning after November 15, 2007. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. The Company does not expect to adopt SFAS 159. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results -------------------------------------------------------------------------------- of Operations ------------- Overview -------- The Company is primarily engaged in the retail food industry, operating stores in Florida, Georgia, South Carolina, Alabama and Tennessee. As of June 30, 2007, the Company operated 906 supermarkets, five convenience stores, 28 liquor stores and 42 Crispers restaurants. Liquidity and Capital Resources ------------------------------- Cash and cash equivalents, short-term investments and long-term investments totaled $2,873.8 million as of June 30, 2007 as compared with $2,621.6 million as of December 30, 2006. Net cash provided by operating activities ----------------------------------------- Net cash provided by operating activities was $1,040.2 million for the six months ended June 30, 2007 as compared with $921.3 million for the six months ended July 1, 2006. As a result of Hurricane Wilma that occurred during the fourth quarter of 2005, the Company received an extension on its Federal income tax payment due December 15, 2005 until February 28, 2006. The delay in this tax payment decreased net cash provided by operating activities by approximately $95 million during the six months ended July 1, 2006. Any net cash in excess of the amount needed for current operations is invested in short-term and long-term investments. Net cash used in investing activities ------------------------------------- Net cash used in investing activities was $469.2 million for the six months ended June 30, 2007 as compared with $534.7 million for the six months ended July 1, 2006. The primary use of net cash in investing activities was funding capital expenditures and net increases in investment securities. During the six months ended June 30, 2007, capital expenditures totaled $297.5 million. These expenditures were incurred in connection with the opening of 14 net new supermarkets (21 new supermarkets opened and seven supermarkets closed) and remodeling 37 supermarkets. Net new supermarkets added an additional 0.6 million square feet in the six months ended June 30, 2007, a 1.6% increase. Expenditures were also incurred for new or enhanced information technology hardware and applications and emergency backup generators. For the same period, the payment for investment securities - AFS, net of the proceeds from the sale and maturity of such securities, was $180.9 million. During the six months ended July 1, 2006, capital expenditures totaled $223.8 million. These expenditures were incurred in connection with the opening of seven net new supermarkets (13 new supermarkets opened and six supermarkets closed) and remodeling 15 supermarkets. Net new supermarkets added an additional 0.3 million square feet in the six months ended July 1, 2006, a 0.8% increase. Expenditures were also incurred for new or enhanced information technology hardware and applications. For the same period, the payment for investment securities - AFS, net of the proceeds from the sale and maturity of such securities, was $325.1 million. Capital expenditure projection ------------------------------ Capital expenditures for the remainder of 2007, primarily consisting of new supermarkets, remodeling certain existing supermarkets, new or enhanced information technology hardware and applications, installation of emergency backup generators and expansion of warehouses, are expected to be approximately $302.5 million. This capital program is subject to continuing change and review. In the normal course of operations, the Company replaces supermarkets and closes supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not expected to be material. 8 Net cash used in financing activities ------------------------------------- Net cash used in financing activities was $574.2 million for the six months ended June 30, 2007 as compared with $337.3 million for the six months ended July 1, 2006. The primary use of net cash in financing activities was funding net common stock repurchases and payment of the annual cash dividend. The Company currently repurchases common stock at the stockholders' request in accordance with the terms of the Company's Employee Stock Purchase Plan (ESPP), 401(k) Plan, Employee Stock Ownership Plan (ESOP) and Non-Employee Directors Stock Purchase Plan (Directors Plan). Net common stock repurchases totaled $235.5 million for the six months ended June 30, 2007 as compared with $165.5 million for the six months ended July 1, 2006. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company expects to continue to repurchase its common stock, as offered by its stockholders from time to time, at its then currently appraised value for amounts similar to those in prior years. However, such purchases are not required and the Company retains the right to discontinue them at any time. Dividends --------- The Company paid an annual cash dividend on its common stock of $0.40 per share or $338.6 million on June 1, 2007 to stockholders of record as of the close of business April 20, 2007. In 2006, the Company paid an annual cash dividend on its common stock of $0.20 per share or $171.6 million. Cash requirements ----------------- In 2007, the cash requirements for current operations, capital expenditures, common stock repurchases and payment of the annual cash dividend are expected to be financed by internally generated funds or liquid assets. Based on the Company's financial position, it is expected that short-term and long-term borrowings would be readily available to support the Company's liquidity requirements if needed. Results of Operations --------------------- Sales ----- Sales for the three months ended June 30, 2007 were $5.7 billion as compared with $5.3 billion for the three months ended July 1, 2006, an increase of $313.2 million or a 5.9% increase. The Company estimates that its sales increased $99.5 million or 1.9% from net new supermarkets and $213.7 million or 4.0% in comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). Sales for the six months ended June 30, 2007 were $11.5 billion as compared with $10.9 billion for the six months ended July 1, 2006, an increase of $681.1 million or a 6.3% increase. The Company estimates that its sales increased $181.9 million or 1.7% from net new supermarkets and $499.2 million or 4.6% in comparable store sales. Gross profit ------------ Gross profit as a percentage of sales was 27.7% and 27.1% for the three months ended June 30, 2007 and July 1, 2006, respectively. These gross profit percentages were 27.3% and 27.2% for the six months ended June 30, 2007 and July 1, 2006, respectively. The increase in gross profit as a percentage of sales for the three months ended June 30, 2007 was primarily due to improvements in buying and merchandising practices. Gross profit for the six months ended June 30, 2007 remained relatively unchanged as a percentage of sales compared to the six months ended July 1, 2006. Operating and administrative expenses ------------------------------------- Operating and administrative expenses as a percentage of sales were 20.8% for the three months ended June 30, 2007 and July 1, 2006. The operating and administrative expenses as a percentage of sales were 20.5% and 20.6% for the six months ended June 30, 2007 and July 1, 2006, respectively. Operating and administrative expenses for the three months and six months ended June 30, 2007 remained relatively unchanged as a percentage of sales compared to the three months and six months ended July 1, 2006. 9 Investment income, net ---------------------- Investment income, net was $37.1 million and $27.8 million for the three months ended June 30, 2007 and July 1, 2006, respectively. Investment income, net was $73.7 million and $54.3 million for the six months ended June 30, 2007 and July 1, 2006, respectively. The increase in investment income, net was primarily due to higher investment balances as well as higher interest rates during the three and six months ended June 30, 2007. Income taxes ------------ The effective income tax rates were 35.9% and 36.4% for the three months ended June 30, 2007 and July 1, 2006, respectively. The effective income tax rates were 35.2% and 36.1% for the six months ended June 30, 2007 and July 1, 2006, respectively. The decrease in the effective income tax rates is driven by increases in tax exempt income, dividends paid to ESOP participants and deductions for manufacturing production costs. Net earnings ------------ Net earnings were $306.4 million or $0.36 per share and $264.0 million or $0.31 per share for the three months ended June 30, 2007 and July 1, 2006, respectively. Net earnings were $624.0 million or $0.74 per share and $552.4 million or $0.65 per share for the six months ended June 30, 2007 and July 1, 2006, respectively. Forward-Looking Statements -------------------------- From time to time, certain information provided by the Company, including written or oral statements made by its representatives, may contain forward-looking information as defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking information includes statements about the future performance of the Company, which is based on management's assumptions and beliefs in light of the information currently available to them. When used, the words "plan," "estimate," "project," "intend," "believe" and other similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from those statements including, but not limited to: competitive practices and pricing in the food and drug industries generally and particularly in the Company's principal markets; results of programs to control or reduce costs, improve buying practices and control shrink; results of programs to increase sales, including private-label sales, improve perishable departments and improve pricing and promotional efforts; changes in the general economy; changes in consumer spending; changes in population, employment and job growth in the Company's principal markets; and other factors affecting the Company's business in or beyond the Company's control. These factors include changes in the rate of inflation, changes in state and Federal legislation or regulation, adverse determinations with respect to litigation or other claims, ability to recruit and retain employees, increases in operating costs including, but not limited to, labor costs, credit card fees and utility costs, particularly electric utility costs, ability to construct new supermarkets or complete remodels as rapidly as planned and stability of product costs. Other factors and assumptions not identified above could also cause the actual results to differ materially from those set forth in the forward-looking statements. The Company assumes no obligation to update publicly these forward-looking statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk ------------------------------------------------------------------- The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. There have been no material changes in the market risk factors from those disclosed in the Company's Form 10-K for the year ended December 30, 2006. 10 Item 4. Controls and Procedures -------------------------------- As of the end of the period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic Securities and Exchange Commission filings. There have been no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2007 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting. 11 PUBLIX SUPER MARKETS, INC. PART II. OTHER INFORMATION Item 1. Legal Proceedings -------------------------- As reported in the Company's Form 10-K for the year ended December 30, 2006, the Company is a party in various legal claims and actions considered in the normal course of business. In the opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Company's financial condition, results of operations or cash flows. Item 1A. Risk Factors ---------------------- There have been no material changes in the risk factors from those disclosed in the Company's Form 10-K for the year ended December 30, 2006. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds --------------------------------------------------------------------
Issuer Purchases of Equity Securities Shares of common stock repurchased by the Company during the three months ended June 30, 2007 were as follows (amounts are in thousands, except per share amounts): Total Number of Approximate Shares Dollar Value Purchased as of Shares Total Average Part of Publicly that May Yet Be Number of Price Announced Purchased Under Shares Paid per Plans or the Plans or Period Purchased Share Programs(1) Programs(1) ------ --------- ----- ----------- ----------- April 1, 2007 through May 5, 2007 1,605 $20.52 N/A N/A May 6, 2007 through June 2, 2007 2,512 20.90 N/A N/A June 3, 2007 through June 30, 2007 2,710 20.90 N/A N/A ----- ------ Total 6,827 $20.81 N/A N/A ===== ======
(1) Common stock is made available for sale only to the Company's current employees through the Company's ESPP and 401(k) Plan. In addition, common stock is made available under the ESOP. Common stock is also made available for sale to members of the Company's Board of Directors through the Directors Plan. The Company currently repurchases common stock subject to certain terms and conditions. The ESPP, 401(k) Plan, ESOP and Directors Plan each contain provisions prohibiting any transfer for value without the owner first offering the common stock to the Company. 12 The Company's common stock is not traded on any public stock exchange. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company does not believe that these repurchases of its common stock are within the scope of a publicly announced plan or program (although the terms of the plans discussed above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three months ended June 30, 2007 required to be disclosed in the last two columns of the table. Item 3. Defaults Upon Senior Securities ---------------------------------------- Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders ------------------------------------------------------------ Not Applicable. Item 5. Other Information -------------------------- Not Applicable. Item 6. Exhibits ----------------- 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PUBLIX SUPER MARKETS, INC. Date: August 9, 2007 /s/ John A. Attaway, Jr. ------------------------------------------ John A. Attaway, Jr., Secretary Date: August 9, 2007 /s/ David P. Phillips ------------------------------------------ David P. Phillips, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 14