UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

  

FORM 10-Q

  

(Mark one)

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

For the quarterly period ended: July 3, 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: 1-6905

RUDDICK CORPORATION

(Exact name of registrant as specified in its charter)

	North Carolina						56-0905940
	(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

	301 S. Tryon St., Suite 1800, Charlotte, North Carolina						28202
	(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (704) 372-5404

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 o

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x             No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):

	Large accelerated filer x			Accelerated filer o
	Non-accelerated filer o (Do not check if a smaller reporting company)			Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o             No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

	Class						Outstanding Shares as of July 29, 2011
	Common Stock						49,144,694 shares

RUDDICK CORPORATION
AND CONSOLIDATED SUBSIDIARIES

TABLE OF CONTENTS

	PART I			FINANCIAL INFORMATION
							Page
	Item 1.			Financial Statements
				Consolidated Condensed Balance Sheets (unaudited) - July 3, 2011 and October 3, 2010			1
				Consolidated Condensed Statements of Operations (unaudited) - 13 and 39 Weeks Ended July 3, 2011 and June 27, 2010			2
				Consolidated Condensed Statements of Equity and Comprehensive Income (unaudited) - 39 Weeks Ended July 3, 2011 and June 27, 2010			3
				Consolidated Condensed Statements of Cash Flows (unaudited) - 39 Weeks Ended July 3, 2011 and June 27, 2010			4
				Notes to Consolidated Condensed Financial Statements (unaudited)			5
	Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			11
	Item 3.			Quantitative and Qualitative Disclosures About Market Risk			23
	Item 4.			Controls and Procedures			23
	PART II			OTHER INFORMATION
	Item 1.			Legal Proceedings			24
	Item 1A.			Risk Factors			24
	Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			24
	Item 6.			Exhibits			25
	Signatures						26

PART I

Item 1. Financial Statements

CONSOLIDATED CONDENSED BALANCE SHEETS
RUDDICK CORPORATION AND SUBSIDIARIES
(dollars in thousands)
(unaudited)

				July 3, 2011			October 3, 2010
	ASSETS
	Current Assets
	Cash and Cash Equivalents		$	124,208		$	73,612
	Accounts Receivable, Net of Allowance for Doubtful Accounts of $2,528 and $3,473			112,979			99,407
	Refundable Income Taxes			9,287			16,767
	Inventories			327,029			320,506
	Deferred Income Taxes			1,509			2,236
	Prepaid Expenses and Other Current Assets			32,348			32,443
	Total Current Assets			607,360			544,971
	Property, Net			1,069,334			1,067,807
	Investments			179,424			174,733
	Deferred Income Taxes			992			977
	Goodwill			515			515
	Intangible Assets			20,041			21,434
	Other Long-Term Assets			85,015			79,449
	Total Assets		$	1,962,681		$	1,889,886
	LIABILITIES AND EQUITY
	Current Liabilities
	Notes Payable		$	7,021		$	6,785
	Current Portion of Long-Term Debt and Capital Lease Obligations			4,664			12,035
	Accounts Payable			251,484			228,748
	Deferred Income Taxes			17			159
	Accrued Compensation			59,792			64,102
	Other Current Liabilities			87,141			90,218
	Total Current Liabilities			410,119			402,047
	Long-Term Debt and Capital Lease Obligations			285,648			296,131
	Deferred Income Taxes			19,321			1,721
	Pension Liabilities			146,441			185,445
	Other Long-Term Liabilities			116,503			105,619
	Commitments and Contingencies			-			-
	Equity
	Common Stock, no par value - Shares Outstanding: 49,144,694 at July 3, 2011 and 48,901,482 at October 3, 2010			102,017			98,285
	Retained Earnings			999,815			918,843
	Accumulated Other Comprehensive Loss			(123,177	)		(124,679	)
	Total Equity of Ruddick Corporation			978,655			892,449
	Noncontrolling Interest			5,994			6,474
	Total Equity			984,649			898,923
	Total Liabilities and Equity		$	1,962,681		$	1,889,886
	See Notes to Consolidated Condensed Financial Statements (unaudited)

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
RUDDICK CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
(unaudited)

				13 Weeks Ended						39 Weeks Ended
				July 3, 2011			June 27, 2010			July 3, 2011			June 27, 2010
	Net Sales		$	1,187,727		$	1,098,572		$	3,425,971		$	3,210,522
	Cost of Sales			839,436			774,839			2,416,167			2,260,002
	Selling, General and Administrative Expenses			291,742			273,995			851,119			808,523
	Operating Profit			56,549			49,738			158,685			141,997
	Interest Expense			4,945			5,016			14,677			15,030
	Interest Income			(85	)		(19	)		(200	)		(158	)
	Net Investment Gain			-			(309	)		(19,392	)		(310	)
	Earnings Before Income Taxes			51,689			45,050			163,600			127,435
	Income Tax Expense			19,379			15,857			62,808			46,588
	Net Earnings			32,310			29,193			100,792			80,847
	Less: Net Earnings Attributable to the Noncontrolling Interest			212			323			655			767
	Net Earnings Attributable to Ruddick Corporation		$	32,098		$	28,870		$	100,137		$	80,080
	Earnings Per Share Attributable to Ruddick Corporation:
	Basic		$	0.66		$	0.60		$	2.07		$	1.66
	Diluted		$	0.66		$	0.59		$	2.05		$	1.65
	Weighted Average Number of Shares of Common Stock Outstanding:
	Basic			48,489			48,252			48,460			48,180
	Diluted			48,874			48,628			48,830			48,558
	See Notes to Consolidated Condensed Financial Statements (unaudited)

CONSOLIDATED CONDENSED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME
RUDDICK CORPORATION AND SUBSIDIARIES
(dollars in thousands, except share and per share amounts)
(unaudited)

				Common Stock Shares			Common Stock			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Equity of Ruddick Corporation			Non- controlling Interest			Total Equity
	Balance at September 27, 2009			48,545,080		$	89,878		$	830,236		$	(108,524	)	$	811,590		$	6,773		$	818,363
	Comprehensive Income:
	Net earnings			-			-			80,080			-			80,080			767			80,847
	Unrealized loss on cash flow hedge, net of tax benefits			-			-			-			(649	)		(649	)		-			(649	)
	Foreign currency translation adjustment, net of tax benefits			-			-			-			(1,592	)		(1,592	)		(41	)		(1,633	)
	Total Comprehensive Income															77,839			726			78,565
	Dividends ($0.36 a share)			-			-			(17,566	)		-			(17,566	)		-			(17,566	)
	Exercise of stock options, including tax benefits of $1,068			208,087			4,298			-			-			4,298			-			4,298
	Share-based compensation			205,143			4,419			-			-			4,419			-			4,419
	Shares effectively purchased and retired for withholding taxes			(50,462	)		(1,375	)		-			-			(1,375	)		-			(1,375	)
	Shares purchased and retired			(55,300	)		(1,491	)		-			-			(1,491	)		-			(1,491	)
	Directors stock plan						20									20						20
	Acquisition from noncontrolling interest			-			(165	)		-			-			(165	)		(1,264	)		(1,429	)
	Distributions to noncontrolling interest			-			-			-			-			-			(146	)		(146	)
	Balance at June 27, 2010			48,852,548		$	95,584		$	892,750		$	(110,765	)	$	877,569		$	6,089		$	883,658
	Balance at October 3, 2010			48,901,482		$	98,285		$	918,843		$	(124,679	)	$	892,449		$	6,474		$	898,923
	Comprehensive Income:
	Net earnings			-			-			100,137			-			100,137			655			100,792
	Unrealized gain on cash flow hedge, net of income tax			-			-			-			587			587			-			587
	Pension liability deferred tax rate adjustment												34			34						34
	Foreign currency translation adjustment, net of income tax			-			-			-			881			881			156			1,037
	Total Comprehensive Income															101,639			811			102,450
	Dividends ($0.39 a share)			-			-			(19,165	)		-			(19,165	)		-			(19,165	)
	Exercise of stock options, including tax benefits of $1,085			34,256			1,644			-			-			1,644			-			1,644
	Share-based compensation			274,721			6,014			-			-			6,014			-			6,014
	Shares effectively purchased and retired for withholding taxes			(65,765	)		(2,485	)		-			-			(2,485	)		-			(2,485	)
	Directors stock plan						3									3						3
	Acquisition from noncontrolling interest			-			(1,444	)		-			-			(1,444	)		(806	)		(2,250	)
	Distributions to noncontrolling interest			-			-			-			-			-			(485	)		(485	)
	Balance at July 3, 2011			49,144,694		$	102,017		$	999,815		$	(123,177	)	$	978,655		$	5,994		$	984,649
	See Notes to Consolidated Condensed Financial Statements (unaudited)

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
RUDDICK CORPORATION AND SUBSIDIARIES
(dollars in thousands) (unaudited)

				39 Weeks Ended
				July 3, 2011			June 27, 2010
	CASH FLOW FROM OPERATING ACTIVITIES:
	Net Earnings		$	100,137		$	80,080
	Non-Cash Items Included in Net Earnings:
	Depreciation and Amortization			105,066			100,357
	Deferred Income Taxes			16,631			23,584
	Net Gain on Sale of Property and Investments			(20,023	)		(3,452	)
	Share-Based Compensation			6,014			4,419
	Other, Net			(6,682	)		(4,097	)
	Changes in Operating Accounts Providing (Utilizing) Cash:
	Accounts Receivable			(13,697	)		(20,650	)
	Inventories			(7,164	)		(6,575	)
	Prepaid Expenses and Other Current Assets			(831	)		784
	Accounts Payable			23,031			(16,085	)
	Other Current Liabilities			2,236			(11,964	)
	Other Long-Term Operating Accounts			(39,019	)		(12,008	)
	Dividends Received			1,431			100
	Net Cash Provided by Operating Activities			167,130			134,493
	INVESTING ACTIVITIES:
	Capital Expenditures			(102,531	)		(72,398	)
	Purchase of Other Investments			(18,834	)		(10,153	)
	Proceeds from Sale of Property and Investments			58,277			7,508
	Return of Partnership Investments			-			3,364
	Investments in COLI, Net of Proceeds from Death Benefits			(1,073	)		(246	)
	Other, Net			(1,721	)		(2,316	)
	Net Cash Used in Investing Activities			(65,882	)		(74,241	)
	FINANCING ACTIVITIES:
	Net Proceeds from Short-Term Debt Borrowings			603			501
	Net Payments on Revolver Borrowings			-			(42,600	)
	Proceeds from Long-Term Debt Borrowings			-			1,037
	Payments on Long-Term Debt and Capital Lease Obligations			(30,066	)		(9,292	)
	Dividends Paid			(19,165	)		(17,529	)
	Proceeds from Stock Issued			559			3,230
	Share-Based Compensation Tax Benefits			1,085			1,068
	Shares Effectively Purchased and Retired for Withholding Taxes			(2,485	)		(1,375	)
	Purchase and Retirement of Common Stock			-			(1,491	)
	Other, Net			(1,238	)		(64	)
	Net Cash Used in Financing Activities			(50,707	)		(66,515	)
	Increase (Decrease) in Cash and Cash Equivalents			50,541			(6,263	)
	Effect of Foreign Currency Fluctuations on Cash			55			15
	Cash and Cash Equivalents at Beginning of Period			73,612			37,310
	Cash and Cash Equivalents at End of Period		$	124,208		$	31,062
	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	CASH PAID DURING THE YEAR FOR:
	Interest, Net of Amounts Capitalized		$	14,701		$	14,309
	Income Taxes			33,802			25,219
	NON-CASH ACTIVITY:
	Assets Acquired under Capital Leases			12,144			-
	Note Received in Connection with Sale of Investments			2,855			-
	See Notes to Consolidated Condensed Financial Statements (unaudited)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
RUDDICK CORPORATION AND SUBSIDIARIES
(unaudited)

1. Summary of Significant Accounting Policies

Description of Business

Ruddick Corporation (the "Company") is a holding company which, through its wholly-owned subsidiaries, is engaged in two primary businesses: Harris Teeter, Inc. ("Harris Teeter") operates a regional chain of supermarkets in eight states primarily in the southeastern and mid-Atlantic United States, and the District of Columbia; and American & Efird, Inc. ("A&E") manufactures and distributes industrial sewing thread, embroidery thread and technical textiles on a global basis.

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements include the accounts of Ruddick Corporation and subsidiaries, including its wholly-owned operating companies, Harris Teeter and A&E, collectively referred to herein as the Company. All material intercompany amounts have been eliminated.

In the opinion of management, the information furnished reflects all adjustments (consisting only of normal recurring accruals) necessary to present fairly the results for the interim periods presented. The statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. It is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's 2010 Annual Report on Form 10-K filed with the SEC on December 1, 2010 ("Company's 2010 Annual Report").

The Company's Consolidated Condensed Balance Sheet as of October 3, 2010 has been derived from the audited Consolidated Balance Sheet as of that date. The results of operations for the 13 and 39 weeks ended July 3, 2011 are not necessarily indicative of results for a full year.

Reporting Periods

The Company's quarterly reporting periods are generally 13 weeks and periodically consist of 14 weeks because the Company's fiscal year ends on the Sunday nearest to September 30. However, Harris Teeter's fiscal periods end on the Tuesday following the Company's fiscal period end.

Derivatives

The Company utilizes derivative financial instruments to hedge its exposure to changes in interest rates. All derivative financial instruments are recorded on the balance sheet at their respective fair value. The Company does not use financial instruments or derivatives for any trading or other speculative purposes.

Harris Teeter enters into purchase commitments for a portion of the fuel utilized in its distribution operations. Harris Teeter expects to take delivery of and to utilize these resources in a reasonable period of time and in the conduct of normal business. Accordingly, these fuel purchase commitments qualify as normal purchases. Harris Teeter also utilizes derivative financial instruments to hedge its exposure in the price variations of fuel.

Statements of Consolidated Cash Flows

A portion of the sales and operating costs of A&E's foreign operations are denominated in currencies other than the U.S. dollar. This creates an exposure to foreign currency exchange rates. The impact of changes in the relationship of other currencies to the U.S. dollar has historically not been significant, and such changes in the future are not expected to have a material impact on the Company's results of operations or cash flows.

New Accounting Standards

In June 2009, the Financial Accounting Standards Board issued a new standard that: changed the definition of a variable interest entity ("VIE"); contained new criteria for determining the primary beneficiary of a VIE; required enhanced disclosures to provide more information about a company's involvement in a VIE; and, increased the frequency of required reassessments to determine whether a company is the primary beneficiary of a VIE. The adoption of this standard at the beginning of the fiscal 2011 had no impact on the Company's financial position, results of operations or cash flows.

Reclassifications

To conform with classifications used in the current year, the financial statements for the prior year reflect certain reclassifications.

2. Industry Segment Information

As discussed above, the Company operates primarily in two businesses and evaluates the performance of these two businesses utilizing various measures which are primarily based on operating profit. The following table summarizes net sales and operating profit by each of the Company's business segments and for the holding company ("Corporate") for the 13 and 39 weeks ended July 3, 2011 and June 27, 2010, respectively (in thousands):

				13 Weeks Ended						39 Weeks Ended
				July 3, 2011			June 27, 2010			July 3, 2011			June 27, 2010
	Net Sales:
	Retail Grocery		$	1,101,650		$	1,019,138		$	3,184,077		$	2,992,104
	Industrial Thread			86,077			79,434			241,894			218,418
	Consolidated		$	1,187,727		$	1,098,572		$	3,425,971		$	3,210,522
	Operating Profit (Loss):
	Retail Grocery		$	50,658		$	43,118		$	146,027		$	132,518
	Industrial Thread			7,876			5,825			19,728			12,915
	Corporate			(1,985	)		795			(7,070	)		(3,436	)
	Consolidated		$	56,549		$	49,738		$	158,685		$	141,997

3. Earnings Per Share ("EPS")

Basic EPS is based on the weighted average outstanding common shares. Diluted EPS is based on the weighted average outstanding common shares adjusted by the dilutive effect of potential common stock resulting from the operation of the Company's equity incentive plans.

The following table details the computation of EPS (in thousands except per share data):

 

				13 Weeks Ended						39 Weeks Ended
				July 3, 2011			June 27, 2010			July 3, 2011			June 27, 2010
	Basic EPS:
	Net income attributable to Ruddick Corporation		$	32,098		$	28,870		$	100,137		$	80,080
	Weighted average common shares outstanding			48,489			48,252			48,460			48,180
	Basic EPS		$	0.66		$	0.60		$	2.07		$	1.66
	Diluted EPS:
	Net income attributable to Ruddick Corporation		$	32,098		$	28,870		$	100,137		$	80,080
	Weighted average common shares outstanding			48,489			48,252			48,460			48,180
	Net potential common share equivalents - stock options			26			66			28			87
	Net potential common share equivalents - stock awards			359			310			342			291
	Weighted average common shares outstanding - diluted			48,874			48,628			48,830			48,558
	Diluted EPS		$	0.66		$	0.59		$	2.05		$	1.65

				13 Weeks Ended						39 Weeks Ended
				July 3, 2011			June 27, 2010			July 3, 2011			June 27, 2010
	Excluded from the calculation of common share equivalents:
	Anti-dilutive common share equivalents - stock options			-			10			-			10
	Anti-dilutive common share equivalents - stock awards			-			-			-			-

Stock awards that are based on performance are excluded from the calculation of potential common share equivalents until the performance criteria are met. Accordingly, the impact of 147,000 performance shares for each of the periods ended July 3, 2011 and 140,000 performance shares for each of the periods ended June 27, 2010 were excluded from the computation of diluted shares.

4. Employee Benefit Plans

The Company maintains various retirement benefit plans for substantially all domestic full-time employees of the Company and its subsidiaries. These plans include the Ruddick Corporation Employees' Pension Plan ("Pension Plan"), which is a qualified non-contributory defined benefit plan, the Supplemental Executive Retirement Plan ("SERP"), which is a non-qualified supplemental defined benefit pension plan for certain executive officers and the Ruddick Retirement and Savings Plan ("Savings Plan") which is a defined contribution retirement plan. The following table summarizes the components of the net periodic pension expense for the Pension Plan and SERP (in thousands):

				13 Weeks Ended						39 Weeks Ended
				July 3, 2011			June 27, 2010			July 3, 2011			June 27, 2010
	Pension Plan:
	Service cost		$	661		$	447		$	1,983		$	1,341
	Interest cost			4,541			4,630			13,622			13,892
	Expected return on plan assets			(5,743	)		(5,195	)		(16,623	)		(14,478	)
	Amortization of prior service cost			21			34			64			100
	Recognized net actuarial loss			3,157			2,360			9,471			7,082
	Net periodic pension expense		$	2,637		$	2,276		$	8,517		$	7,937
	SERP:
	Service cost		$	203		$	189		$	610		$	566
	Interest cost			489			550			1,466			1,650
	Amortization of prior service cost			62			62			186			186
	Recognized net actuarial loss			380			344			1,140			1,032
	Net periodic pension expense		$	1,134		$	1,145		$	3,402		$	3,434

Expense related to the Savings Plan amounted to $6,113,000 and $5,527,000 for the 13 weeks and $16,630,000 and $15,786,000 for the 39 weeks ended July 3, 2011 and June 27, 2010, respectively.

As previously disclosed in the Notes to the Consolidated Financial Statements in the Company's 2010 Annual Report, the Company's current funding policy for its Pension Plan is to contribute annually the amount required by regulatory authorities to meet minimum funding requirements and an amount to increase the funding ratios over future years to a level determined by the Company's actuaries to be effective in reducing the volatility of contributions. Based on the actuarial calculations, the Company was not required to make a contribution to the Pension Plan in fiscal 2011; however, the Company has contributed a total of $50 million during the 39 weeks ended July 3, 2011.

Contributions to the SERP are equal to the benefit payments made during the year. The Company has contributed $924,000 during the 39 weeks ended July 3, 2011, and anticipates contributing approximately $308,000 more for expected future benefit payments during the remainder of fiscal 2011.

5. Equity Incentive Plans

The Company maintains various equity incentive plans that allow for the granting of incentive stock options, nonqualified stock options or stock awards such as performance shares and restricted stock. In February 2011 the Company's shareholders approved the Ruddick Corporation 2011 Incentive Compensation Plan which replaced the prior stock option and award plans

and reserves for issuance 2.6 million shares of common stock pursuant thereto. As previously disclosed, the Company's Board of Directors have approved stock awards in lieu of stock options since 2004, except for automatic grants of options to new non-employee directors.

A summary of the status of the Company's stock awards as of July 3, 2011 and June 27, 2010, changes during the 39-week periods ending on those dates and the weighted average grant-date fair value (WAGFV) is presented below (shares in thousands):

				July 3, 2011						June 27, 2010
				Shares			WAGFV			Shares			WAGFV
	Non-vested at beginning of period			706		$	28.52			667		$	29.02
	Granted			298			38.44			272			26.68
	Vested			(190	)		28.29			(168	)		28.03
	Forfeited			(16	)		30.26			(64	)		27.22
	Non-vested at end of period			798			32.25			707			28.52

The total fair value of stock awards vested during the 39 weeks ended July 3, 2011 and June 27, 2010 was $5,388,000 and $4,572,000, respectively.

The stock awards are being expensed over the employees' five-year vesting service period in accordance with the graded vesting schedule. Compensation expense related to restricted awards amounted to $2,015,000 and $1,563,000 for the 13 weeks and $6,014,000 and $4,419,000 for the 39 weeks ended July 3, 2011 and June 27, 2010, respectively. Unamortized expense related to these awards as of July 3, 2011 amounted to $13,006,000 and have a weighted average recognition period of 1.88 years.

A summary of the status of the Company's stock option plans as of July 3, 2011 and June 27, 2010, changes during the 39-week periods ending on those dates and related weighted average exercise price is presented below (shares in thousands):

				July 3, 2011						June 27, 2010
				Shares			Price			Shares			Price
	Outstanding at beginning of period			104		$	17.86			373		$	16.49
	Exercised			(33	)		16.30			(214	)		15.90
	Outstanding and exercisable at end of period			71			18.61			159			17.29

As of July 3, 2011, all outstanding stock options were exercisable and the price per share ranged from $14.39 to $35.24. The total cash received from stock options exercised for the exercise price and related tax deductions is included in the Consolidated Condensed Statements of Equity and Comprehensive Income. The Company has historically issued new shares to satisfy the stock options exercised.

The aggregate intrinsic value of stock options as of July 3, 2011 and June 27, 2010, and stock options exercised during the periods ending on those dates is presented below (in thousands):

				July 3, 2011			June 27, 2010
	Intrinsic value of options outstanding and exercisable at end of period		$	1,819		$	2,467
	Intrinsic value of stock options exercised during the 39-week period			780			3,101

There were no stock options granted or compensation costs related to stock options during the first 39-week periods of fiscal 2011 or 2010.

6. Inventory

The following table summarizes the components of inventories as of the balance sheet dates (in thousands):

				July 3, 2011			October 3, 2010
	Finished goods		$	297,704		$	294,605
	Raw materials and supplies			23,810			20,038
	Work in process			5,515			5,863
	Total inventories		$	327,029		$	320,506

7. Goodwill

Goodwill is recorded by A&E. A fair value-based impairment test of the net book value of goodwill is performed annually or at an interim basis if certain events or circumstances indicate that an impairment loss may have occurred. The annual review was conducted in the first quarter of fiscal 2011, resulting in no goodwill impairment charge being required.

8. Intangible Assets

The following table summarizes the carrying amount of intangible assets as of the balance sheet dates (in thousands):

				July 3, 2011			October 3, 2010
	Acquired favorable operating leases and scripts		$	18,272		$	18,170
	Customer lists			5,115			5,455
	Land use rights - foreign operations			4,605			4,511
	Non-compete agreements			597			597
	Trademarks, licenses and other			2,493			2,554
	Total intangible assets			31,082			31,287
	Accumulated amortization			(11,041	)		(9,853	)
	Total intangible assets, net of accumulated amortization		$	20,041		$	21,434

Acquired favorable operating leases and scripts are recorded at Harris Teeter. All other intangible assets are recorded by A&E. The Company has no non-amortizing intangible assets. Amortization expense for intangible assets was $496,000 and $612,000 for the 13 weeks and $1,472,000 and $1,816,000 for the 39 weeks ended July 3, 2011 and June 27, 2010, respectively. Intangible assets have remaining useful lives from 1 year to 45 years. Projected amortization expense for intangible assets existing as of July 3, 2011 is: $541,000 for the remainder of fiscal 2011 and $1,935,000, $1,840,000, $1,732,000 and $1,423,000 for fiscal years 2012, 2013, 2014 and 2015, respectively.

9. Derivative Financial Instruments

The Company maintains two separate three-year interest rate swap agreements with an aggregate notional amount of $80 million. The swap agreements effectively fixed the interest rate on $80 million of the Company's term loan, of which $40 million is at 1.81% and $40 million is at 1.80%, excluding the applicable margin and associated fees. Both interest rate swaps were designated as cash flow hedges.

In the third quarter of fiscal 2010, Harris Teeter entered into a series of purchased call options and written put options in order to limit the price variability in fuel purchases. The options effectively established the purchase price for 168,000 gallons of fuel at $2.09 to $2.60 per gallon and the purchase of 588,000 gallons between $2.12 and $2.60 per gallon, excluding shipping, handling and taxes. The options expired on October 31, 2010 and were deemed to be net purchase options which were designated as a cash flow hedge.

In the first quarter of fiscal 2011, Harris Teeter entered into a series of purchased call options and written put options in order to limit the price variability in fuel purchases. The options effectively established the purchase price for 1,092,000 gallons of fuel at $1.95 to $2.56 per gallon, excluding shipping, handling and taxes. The options expired on April 30, 2011 and were deemed to be net purchase options which were designated as a cash flow hedge.

In the second quarter of fiscal 2011, Harris Teeter entered into a series of purchased call options and written put options in order to limit the price variability in fuel purchases. The options effectively established the purchase price for 1,344,000 gallons of fuel at $2.43 to $2.80 per gallon, excluding shipping, handling and taxes. The options expire on November 30, 2011 and are deemed to be net purchase options which are designated as a cash flow hedge.

The following tables present the required fair value quantitative disclosures, on a combined basis, for the Company's financial instruments, designated as cash flow hedges (in thousands):

				Carrying Value			Quoted Prices in Active Markets for Identical Instruments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	Fair Value Measurement at July 3, 2011:
	Interest rate swaps (included with Other Long-Term Liabilities on the balance sheet)		$	(888	)	$	-		$	(888	)	$	-
	Net purchase options (included with Prepaid Expenses and Other Current Assets on the balance sheet)			227			-			227			-
	Fair Value Measurement at October 3, 2010:
	Interest rate swaps (included with Other Long-Term Liabilities on the balance sheet)		$	(1,654	)	$	-		$	(1,654	)	$	-

There were no transfers into or out of Level 1 and Level 2 fair-value measurements during the periods ended July 3, 2011.

The pre-tax unrealized gain (loss) associated with the cash flow hedges for the reporting periods of fiscal 2011 and 2010 is as follows (in thousands):

				13 Weeks Ended						39 Weeks Ended
				July 3, 2011			June 27, 2010			July 3, 2011			June 27, 2010
	Unrealized gain (loss) recognized in other comprehensive income		$	(292	)	$	(358	)	$	964		$	(895	)

10. Financial Instruments

Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash equivalents and receivables. The Company limits the amount of credit exposure to each individual financial institution and places its temporary cash into investments of high credit quality. Concentrations of credit risk with respect to receivables are limited due to their dispersion across various companies and geographies.

The carrying amounts for certain of the Company's financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and other accrued liabilities approximate fair value because of their short maturities. The fair value of variable interest debt approximates its carrying amount. The estimated fair value of the Company's senior notes due at various dates through 2017 (which accounts for 95% of the Company's fixed interest debt obligations) is computed based on borrowing rates currently available to the Company for loans with similar terms and maturities. The estimated fair value of the Company's senior notes and its carrying amount outstanding as of the balance sheet dates is as follows (in thousands):

				July 3, 2011			October 3, 2010
	Senior notes - estimated fair value		$	126,513		$	133,751
	Senior notes - carrying amount			100,000			107,143

11. Commitments and Contingencies

The Company is involved in various lawsuits and environmental matters arising in the normal course of business. Management believes that such matters will not have a material effect on the financial condition, results of operations or cash flows of the Company.

In connection with the closing of certain store locations, Harris Teeter has assigned leases to several other sub-tenants with recourse. These various leases expire over the next ten years and the future minimum lease payments totaling $36,728,000 over this period have been assumed by the other sub-tenants.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Overview

The Company operates primarily in two business segments through two wholly owned subsidiaries: retail grocery (including related real estate and store development activities) - operated by Harris Teeter; and industrial sewing thread (textile primarily), including embroidery thread and technical textiles - operated by A&E. Harris Teeter is a regional supermarket chain operating primarily in the southeastern and mid-Atlantic United States, and the District of Columbia. A&E is a global manufacturer and distributor of sewing thread for the apparel and other markets, embroidery thread and technical textiles. The Company evaluates the performance of its two businesses utilizing various measures which are based on operating profit.

The economic environment over the past few years has motivated changes in the consumption habits of the retail consumer which continues to impact the financial results of both operating subsidiaries. Economic uncertainty, tumultuous market conditions and low levels of consumer confidence has created changes in the type of products purchased by Harris Teeter customers and increased the competitive environment in Harris Teeter's primary markets. Harris Teeter competes with other traditional grocery retailers, as well as other retail outlets including, but not limited to, discount retailers such as "neighborhood or supercenters" and "club and warehouse stores," specialty supermarkets and drug stores. Generally, Harris Teeter's markets continue to experience new store opening activity and increased feature pricing or everyday low prices by competitors. In response, Harris Teeter utilizes information gathered from various sources, including its Very Important Customer ("VIC") loyalty card program, and works with suppliers to deliver effective retail pricing and targeted promotional spending programs that drive customer traffic and create value for Harris Teeter customers. In addition, Harris Teeter differentiates itself from its competitors with its product selection, assortment and variety, and its focus on customer service.

Harris Teeter has continued with its planned new store development program. Since the end of the third quarter of fiscal 2010, Harris Teeter has opened six new stores (one of which replaced an existing store) and closed one store, for a net addition of five stores. Harris Teeter operated 204 stores as of the end of the third quarter of fiscal 2011. Much of Harris Teeter's new store growth is focused on expanding its Washington, D.C. metro market area which incorporates northern Virginia, the District of Columbia, southern Maryland and coastal Delaware. During the first quarter of fiscal 2011, Harris Teeter acquired 350,000 square feet of additional distribution capacity that is contiguous to its existing distribution facility in Greensboro, North Carolina. This represents an approximate 22% increase in the square footage of Harris Teeter's existing distribution facilities and was acquired to meet the company's continued growth.

Business conditions improved for A&E's customers in the retail apparel and non-apparel sectors which resulted in increased sales for A&E during fiscal 2011 as compared to fiscal 2010. During the first nine months of fiscal 2011, A&E's customers continued to experience favorable business conditions and A&E realized sales increases over the prior year. As previously disclosed, apparel production in the Americas has declined over the past several years due to the shift of apparel sourcing from the Americas to other regions of the world, predominately Asia. It has been estimated by the U.S. Department of Commerce Office of Textiles and Apparel that Asia and the Indian sub-continent accounted for approximately 69% of the apparel imports into the U.S. in 2006, 73% in 2007, 74% in 2008, 78% in 2009, 78% in 2010 and 77% for the first five months in 2011. This has greatly impacted A&E's operations in the Americas. In response to the shifting of apparel sourcing, A&E's strategic plans have included: the expansion of its operations in the Asian markets; the expansion of product lines beyond apparel sewing thread; and, the consolidation of its U.S. manufacturing operations.

A&E's growth in China, India and other Asian markets has been accomplished through additional investments in its wholly owned subsidiaries by way of capital expenditures and through strategic joint ventures. A&E has also expanded its customer base and product line offerings through strategic acquisitions of businesses that produce technical textiles, embroidery thread and other non-apparel yarns. Technical textiles represent non-apparel yarns A&E supplies to its customers in the automotive, telecommunication, wire and cable, paper production and other industries. A&E continues to expand the manufacturing and distribution of non-apparel products throughout its global operations.

During the first quarter of fiscal 2011, A&E increased its ownership interest in Hilos A&E Dominicana, Ltd. from 63% to 100% and sold its 100% ownership interest in its operating subsidiary in South Africa. A&E will continue to participate in the South African market through a licensing arrangement. A&E continues to face increased operating costs and highly competitive pricing in its markets. Management at A&E intends to continue to minimize expenses at its U.S. operations and certain foreign operations, and focus on its strategic plans to become more Asian centric.

Quarterly Results

Consolidated

The following table sets forth the operating profit components by each of the Company's business segments and for the holding company ("Corporate") for the 13 weeks ended July 3, 2011 and June 27, 2010. The table also sets forth each of the segment's net sales as a percent to total net sales, the net income components as a percent to total net sales and the percentage increase or decrease of such components over the prior year (in thousands):

				July 3, 2011						June 27, 2010
							% to Total Net Sales						% to Total Net Sales			% Inc. (Dec.)
	Net Sales
	Harris Teeter		$	1,101,650			92.8		$	1,019,138			92.8			8.1
	A&E			86,077			7.2			79,434			7.2			8.4
	Total		$	1,187,727			100.0		$	1,098,572			100.0			8.1
	Gross Profit
	Harris Teeter		$	326,058			27.45		$	304,557			27.72			7.1
	A&E			22,233			1.87			19,176			1.75			15.9
	Total			348,291			29.32			323,733			29.47			7.6
	Selling, General and Admin. Expenses
	Harris Teeter			275,400			23.18			261,439			23.80			5.3
	A&E			14,357			1.21			13,351			1.22			7.5
	Corporate			1,985			0.17			(795	)		(0.08	)		n.a.
	Total			291,742			24.56			273,995			24.94			6.5
	Operating Profit (Loss)
	Harris Teeter			50,658			4.27			43,118			3.92			17.5
	A&E			7,876			0.66			5,825			0.53			35.2
	Corporate			(1,985	)		(0.17	)		795			0.08			n.a.
	Total			56,549			4.76			49,738			4.53			13.7
	Net Other Expense			4,860			0.41			4,688			0.43			3.6
	Income Tax Expense			19,379			1.63			15,857			1.44			22.2
	Net Earnings			32,310			2.72			29,193			2.66			10.7
	Less: Net Earnings of Noncontrolling Interest			212			0.02			323			0.03			(34.1	)
	Net Earnings of Ruddick Corporation		$	32,098			2.70		$	28,870			2.63			11.2

As set forth in the table above, the increase in consolidated net sales of $89 million from the third quarter of fiscal 2010 was attributable to sales increases at both Harris Teeter and A&E when compared to the prior year. A&E's foreign sales represented 4.0% of the consolidated net sales in the third fiscal quarters of 2011 and 2010. Refer to the discussion of segment operations under the captions "Harris Teeter, Retail Grocery Segment" and "American & Efird, Industrial Thread Segment" for a further analysis of the segment operating results.

The gross profit increase in the third quarter of fiscal 2011 over the prior year period was driven by improved gross profit at both Harris Teeter and A&E. Refer to the discussion of segment operations under the captions "Harris Teeter, Retail Grocery Segment" and "American & Efird, Industrial Thread Segment" for a further analysis of the segment operating results.

Selling, general & administrative ("SG&A") expenses as a percent to sales decreased when compared to the prior year period, primarily as a result of the leverage created through sales gains that apply against fixed costs. The decrease was offset, in part, by increased SG&A expenses at Corporate. The increase in Corporate SG&A expenses (net of the gain on the exchange of the Corporate aircraft discussed below) was due, in part, to increased costs associated with certain benefit programs and increased expenses (primarily depreciation) associated with the corporate aircraft. As previously disclosed, Corporate SG&A expenses included a pre-tax gain of $2.1 million recorded in the third quarter of fiscal 2010 in connection with the exchange

of one of the Company's corporate aircraft. Refer to the discussion of segment operations under the captions "Harris Teeter, Retail Grocery Segment" and "American & Efird, Industrial Thread Segment" for a further analysis of the segment operating results.

Other expense, net includes interest expense, interest income and investment gains and losses. Net interest expense (interest expense less interest income) was relatively flat with the prior year period. Increased interest associated with capital leases was offset by lower interest on debt borrowings due to lower average outstanding borrowings in the third quarter of fiscal 2011, as compared to the third quarter of fiscal 2010.

The effective consolidated income tax rate for the third quarter of fiscal 2011 was 37.5%, as compared to 35.2% in the prior year period. The consolidated income tax rate for fiscal 2011 increased over the prior year as a result of additional foreign taxes paid in connection with gains realized in the first quarter of fiscal 2011 on the sale of the Company's interest in a foreign investment. In addition, income tax expense for the third quarter of fiscal 2010 included a benefit of approximately $870,000 for a write-off of stock recorded by A&E.

As a result of the items discussed above, consolidated net earnings of the Company for the third quarter of fiscal 2011 increased by $3.2 million, or 11.2%, over the prior year period and earnings per diluted share increased by 11.9% to $0.66 per share in fiscal 2011 from $0.59 per share in fiscal 2010.

Harris Teeter, Retail Grocery Segment

The following table sets forth the consolidated operating profit components for the Company's Harris Teeter supermarket subsidiary for the 13 weeks ended July 3, 2011 and June 27, 2010. The table also sets forth the percent to sales and the percentage increase or decrease over the prior year (in thousands):

				July 3, 2011						June 27, 2010
							% to Sales						% to Sales			% Inc. (Dec.)
	Net Sales		$	1,101,650			100.00		$	1,019,138			100.00			8.1
	Cost of Sales			775,592			70.40			714,581			70.12			8.5
	Gross Profit			326,058			29.60			304,557			29.88			7.1
	SG&A Expenses			275,400			25.00			261,439			25.65			5.3
	Operating Profit		$	50,658			4.60		$	43,118			4.23			17.5

Net sales increased by 8.1% in the third quarter of fiscal 2011, as compared to the prior year period. The increase in net sales was attributable to an increase in comparable store sales, incremental new store sales and a one week shift in the fiscal year which resulted in the reporting of the July Fourth Holiday sales in the third fiscal quarter of 2011 as compared to the fourth quarter of fiscal 2010. Comparable store sales (see definition below) increased 4.37% ($43.8 million) in the third quarter of fiscal 2011, as compared to a decrease of 0.68% ($6.4 million) in the third quarter of fiscal 2010. The increase in sales from new stores exceeded the loss of sales from closed stores by $33.8 million for the comparable periods. For purposes of computing comparable store sales, the July Fourth Holiday sales were included in the third fiscal quarters for both fiscal 2011 and 2010; however, the Easter Holiday sales were included in the third fiscal quarter of 2011 and the second fiscal quarter of 2010. Management estimated that the Easter Holiday shift positively impacted the comparable stores sales calculation by approximately 79 basis points for the quarter. Comparable store sales have been negatively impacted, to some extent, by the cannibalization created by strategically opening stores in key major markets that have a close proximity to existing stores. Management believes that Harris Teeter's strategy of opening additional stores within close proximity to existing stores, and any similar new additions in the foreseeable future, have a strategic benefit of enabling Harris Teeter to capture sales and expand market share as the markets it serves continue to grow. Based on the continued increase in sales of Harris Teeter's premium and specialty products and certain discretionary items during the third quarter of fiscal 2011, management believes that consumer confidence may have rebounded to some degree. During the third quarter of fiscal 2011 Harris Teeter experienced an increase in customer visits, number of items sold and the average basket size, all adjusted for the shift in holidays. In addition, Harris Teeter experienced average increases in active households per comparable store (based on VIC data) of 1.69% (1.34% adjusted for the Easter Holiday shift) for the third quarter of fiscal 2011, evidencing a continued growing customer base in those stores. Store brand penetration based on units sold was 23.07% in the third quarter of fiscal 2011, as compared to 23.46% in the third quarter of fiscal 2010.

Harris Teeter considers its reporting of comparable store sales growth to be effective in determining core sales growth during periods of fluctuation in the number of stores in operation, their locations and their sizes. While there is no standard industry definition of "comparable store sales," Harris Teeter has been consistently applying the following definition.

Comparable store sales are computed using corresponding calendar weeks to account for the occasional extra week included in a fiscal year. A new store must be in operation for 14 months before it enters into the calculation of comparable store sales. A closed store is removed from the calculation in the month in which its closure is announced. A new store opening within an approximate two-mile radius of an existing store that is to be closed upon the new store opening is included as a replacement store in the comparable store sales measurement as if it were the same store. Sales increases resulting from existing comparable stores that are expanded in size are included in the calculations of comparable store sales, if the store remains open during the construction period.

Gross profit as a percent to sales for the third quarter of fiscal 2011 declined 28 basis points from the prior year. The decrease was driven by an increased LIFO charge recorded in fiscal 2011. As a percent to sales, the increase in the LIFO charge for the third quarter of fiscal 2011 of $5.9 million (0.54% of sales) over the prior year charge of zero exceeded the decrease in the gross profit margin between the respective quarters, evidencing Harris Teeter's ability to pass along most of the cost inflation created by increased commodity prices. Increased vendor participation in promotions along with continued cost control initiatives in the area of waste and distribution offset the decrease in the gross profit margin created by the LIFO charge.

SG&A expenses for the third quarter of fiscal 2011 increased from the prior year period as a result of incremental store growth and its impact on associated operational costs such as labor, credit and debit card fees, rent and other occupancy costs. However, SG&A expenses as a percent to sales decreased 65 basis points in the third quarter of fiscal 2011 from the third quarter of fiscal 2010, as a result of the leverage created through sales gains that apply against fixed costs, along with improved labor management and other cost control initiatives that more than offset cost increases in debit and credit card fees and remodel expense. The increase in SG&A expenses (excluding advertising and support department costs) over the previous year for stores opened during fiscal 2010 and fiscal 2011 amounted to $9.9 million, which accounted for 71% of the $14.0 million increase in total SG&A expenses. Even though store labor and associated benefit costs increased from the third quarter of fiscal 2010 to the third quarter of fiscal 2011 by $5.7 million, driven by Harris Teeter's new store growth, there was a 43 basis point reduction in these costs as a percent to sales. Advertising and support department costs increased by $2.3 million between the third quarter of fiscal 2010 and the third quarter of fiscal 2011, representing a 2 basis point increase on a percent to sales basis. Pre-opening costs, included with SG&A expenses, consist of rent, labor and associated fringe benefits, and recruiting and relocation costs incurred prior to a new store opening and amounted to $1.5 million (0.14% to sales) for the third quarter of fiscal 2011, as compared to $1.8 million (0.18% to sales) for the third quarter of fiscal 2010. Pre-opening costs fluctuate between periods depending on the new store opening schedule and market location.

As a result of the increased sales and cost elements described above, operating profit increased 17.5% in the third quarter of fiscal 2011 from the prior year. Harris Teeter continues to invest within its core markets, which management believes have greater potential for improved returns on investment in the foreseeable future.

American & Efird, Industrial Thread Segment

The following table sets forth the consolidated operating profit components for the Company's A&E textile subsidiary for the 13 weeks ended July 3, 2011 and June 27, 2010. The table also sets forth the percent to sales and the percentage increase or decrease over the prior year (in thousands):

				July 3, 2011						June 27, 2010
							% to Sales						% to Sales			% Inc. (Dec.)
	Net Sales		$	86,077			100.00		$	79,434			100.00			8.4
	Cost of Sales			63,844			74.17			60,258			75.86			5.9
	Gross Profit			22,233			25.83			19,176			24.14			15.9
	SG&A Expenses			14,357			16.68			13,351			16.81			7.5
	Operating Profit		$	7,876			9.15		$	5,825			7.33			35.2

Net sales increased 8.4% in the third quarter of fiscal 2011 as compared to the prior year period. This increase was driven primarily by sales gains between the third quarters of fiscal 2011 and fiscal 2010 for the U.S. and the majority of the foreign operations as a result of improvements in retail sales of apparel and higher sales of automobiles. Foreign sales accounted for 56% of total A&E sales in the third quarter of fiscal 2011, as compared to 55% in the third quarter of fiscal 2010. Foreign sales, especially in the Asian markets, will continue to be a significant proportion of total A&E sales due to the shifting global production of its customers and A&E's strategy of increasing its presence in such global markets. A&E has been successful in supporting its customer base through the geographic shift and management remains committed to its strategic plans that is transforming A&E's business into an Asian centric global supplier of sewing thread, embroidery thread and technical textiles.

Gross profit and its percent to sales, in the third quarter of fiscal 2011 increased from the third quarter of fiscal 2010, as a result of increased sales, improved operating schedules and cost containment efforts throughout A&E's operations. Cost of sales for A&E's U.S. operations increased by $1.6 million from the third quarter of fiscal 2010 to the third quarter of fiscal 2011; however, gross profit as a percent to sales for the U.S. operations increased by 68 basis points. Cost of sales for A&E's foreign operations increased by $2.0 million between the comparable periods; however, gross profit as a percent to sales for A&E's foreign operations increased by 256 basis points. The improvement in the gross profit margin for the U.S. and foreign operations was driven by improved operating schedules that resulted in absorbing a higher amount of fixed costs. Management continues to focus on optimizing costs and manufacturing capacities in its domestic and foreign operations.

SG&A expenses increased 7.5% from the third quarter of fiscal 2010 to the third quarter of fiscal 2011, while SG&A expenses as a percent to sales decreased by 13 basis points, primarily as a result of the leverage created through sales gains that apply against fixed costs. SG&A expenses, excluding profit from non-consolidated subsidiaries, for A&E's U.S. operations increased by $0.4 million between fiscal 2010 and fiscal 2011; however, as a percent to sales, the SG&A margin decreased by 41 basis points between the comparable periods. SG&A expenses, excluding profit from non-consolidated subsidiaries, for A&E's foreign operations increased by $0.3 million between the comparable periods and as a percent to sales, the SG&A margin decreased by 82 basis points. Profit from non-consolidated subsidiaries decreased by $0.3 million from the third quarter of fiscal 2010 to the third quarter of fiscal 2011, resulting in a 54 basis point increase in the SG&A margin between the comparable periods.

As a result of the sales and cost elements described above, A&E's operating profit increased $2.1 million, or 35.2% from the third quarter of fiscal 2010 to the third quarter of fiscal 2011. Management at A&E will continue focusing on cost containment and its strategic plans to become more Asian centric. A&E has made good progress in becoming more Asian centric through investments in various non-consolidated subsidiaries that have substantial sales and good operating results. Over 65% of the finished goods produced during the third quarter of fiscal 2011 were manufactured at A&E's Asian facilities, including its joint ventures, which emphasizes A&E's progress toward its strategic plans.

Year-To-Date Results

Consolidated

The following table sets forth the operating profit components by each of the Company's business segments and Corporate for the 39 weeks ended July 3, 2011 and June 27, 2010. The table also sets forth each of the segment's net sales as a percent to total net sales, the net income components as a percent to total net sales and the percentage increase or decrease of such components over the prior year (in thousands):

				July 3, 2011						June 27, 2010
							% to Total Net Sales						% to Total Net Sales			% Inc. (Dec.)
	Net Sales
	Harris Teeter		$	3,184,077			92.9		$	2,992,104			93.2			6.4
	A&E			241,894			7.1			218,418			6.8			10.7
	Total		$	3,425,971			100.0		$	3,210,522			100.0			6.7
	Gross Profit
	Harris Teeter		$	949,557			27.71		$	898,650			27.99			5.7
	A&E			60,247			1.76			51,870			1.61			16.2
	Total			1,009,804			29.47			950,520			29.60			6.2
	Selling, General and Admin. Expenses
	Harris Teeter			803,530			23.45			766,132			23.86			4.9
	A&E			40,519			1.18			38,955			1.21			4.0
	Corporate			7,070			0.21			3,436			0.11			105.8
	Total			851,119			24.84			808,523			25.18			5.3
	Operating Profit (Loss)
	Harris Teeter			146,027			4.26			132,518			4.13			10.2
	A&E			19,728			0.58			12,915			0.40			52.8
	Corporate			(7,070	)		(0.21	)		(3,436	)		(0.11	)		(105.8	)
	Total			158,685			4.63			141,997			4.42			11.8
	Net Other (Income) Expense			(4,915	)		(0.14	)		14,562			0.45			n.a.
	Income Tax Expense			62,808			1.83			46,588			1.45			34.8
	Net Earnings			100,792			2.94			80,847			2.52			24.7
	Less: Net Earnings of Noncontrolling Interest			655			0.02			767			0.03			(14.6	)
	Net Earnings of Ruddick Corporation		$	100,137			2.92		$	80,080			2.49			25.0

As depicted in the table above, the increase in consolidated sales of $215 million from the 39-week period in fiscal 2010 was attributable to sales increases at both Harris Teeter and A&E when compared to the prior year. A&E's foreign sales for the 39 weeks ended July 3, 2011, represented 3.9% of the consolidated net sales of the Company compared to 3.7% in the same period last year. Refer to the discussion of segment operations under the captions "Harris Teeter, Retail Grocery Segment" and "American & Efird, Industrial Thread Segment" for a further analysis of the segment operating results.

The gross profit increase during the first three quarters of fiscal 2011 over the prior year period was driven by improved gross profit at both Harris Teeter and A&E. Refer to the discussion of segment operations under the captions "Harris Teeter, Retail Grocery Segment" and "American & Efird, Industrial Thread Segment" for a further analysis of the segment operating results.

SG&A expenses increased for the first three quarters of fiscal 2011 over the prior year; however, SG&A expenses as a percent to sales decreased in the comparative periods. The SG&A margin decreased primarily as a result of the leverage created through sales gains that apply against fixed costs. The increase in Corporate SG&A expenses (net of the gain on the exchange of the Corporate aircraft discussed below) was due, in part, to increased costs associated with certain benefit programs and increased expenses (primarily depreciation) associated with the corporate aircraft. As previously disclosed, Corporate SG&A

expenses included a pre-tax gain of $2.1 million recorded in the third quarter of fiscal 2010 in connection with the exchange of one of the Company's corporate aircraft. Refer to the discussion of segment operations under the captions "Harris Teeter, Retail Grocery Segment" and "American & Efird, Industrial Thread Segment" for a further analysis of the segment operating results.

Other (income) expense, net includes interest expense, interest income and investment gains and losses. As previously disclosed, the Company sold its interest in a foreign investment company in the first quarter of fiscal 2011 and realized a pre-tax gain of $19.5 million. Net interest expense (interest expense less interest income) decreased by $0.4 million over the prior year period as a result of lower interest on debt borrowings due to lower average outstanding borrowings in the 39-week period of fiscal 2011, as compared to the same period of fiscal 2010. The reduction in interest expense on debt borrowings was offset, in part, by increased interest associated with capital leases.

The effective consolidated income tax rate for the 39 weeks ended July 3, 2011 was 38.4% as compared to 36.6% in the prior year period. The fiscal 2011 rate increased over the prior year as a result of additional foreign taxes paid in connection with the investment gain discussed above and represents the Company's expected annual effective rate for fiscal 2011. In addition, income tax expense for fiscal 2010 included a benefit of approximately $870,000 for a write-off of stock recorded by A&E.

As a result of the items discussed above, consolidated net income of the Company for the 39 weeks ended July 3, 2011 increased by $20.1 million, or 25.0%, over the prior year period and earnings per diluted share increased by 24.2% to $2.05 per share in fiscal 2011 from $1.65 per share in fiscal 2010.

Harris Teeter, Retail Grocery Segment

The following table sets forth the consolidated operating profit components for the Company's Harris Teeter supermarket subsidiary for the 39 weeks ended July 3, 2011 and June 27, 2010. The table also sets forth the percent to sales and the percentage increase or decrease over the prior year (in thousands):

				July 3, 2011						June 27, 2010
							% to Sales						% to Sales			% Inc. (Dec.)
	Net Sales		$	3,184,077			100.00		$	2,992,104			100.00			6.4
	Cost of Sales			2,234,520			70.18			2,093,454			69.97			6.7
	Gross Profit			949,557			29.82			898,650			30.03			5.7
	SG&A Expenses			803,530			25.23			766,132			25.60			4.9
	Operating Profit		$	146,027			4.59		$	132,518			4.43			10.2

Net sales increased by 6.4% for the 39-week period of fiscal 2011, as compared to the prior year period. The increase in net sales was attributable to incremental new store sales, an increase in comparable store sales and a one week shift in the fiscal year which resulted in the reporting of the July Fourth Holiday sales in the 39-week period ended July 3, 2011, whereas in fiscal 2010, the July Fourth Holiday sales were included in the fourth fiscal quarter. The increase in sales from new stores exceeded the loss of sales from closed stores by $93.6 million for the comparable periods. Comparable store sales, as previously defined, increased 2.68% ($79.1 million) for the 39 weeks ended July 3, 2011, as compared to a decrease of 1.45% ($40.6 million) for the 39 weeks ended June 27, 2010. The comparable store sales calculation includes the July Fourth Holiday sales in the 39-week periods of both fiscal 2011 and 2010. Comparable store sales have been negatively impacted, to some extent, by the cannibalization created by strategically opening stores in key major markets that have a close proximity to existing stores. Management believes that Harris Teeter's strategy of opening additional stores within close proximity to existing stores, and any similar new additions in the foreseeable future, have a strategic benefit of enabling Harris Teeter to capture sales and expand market share as the markets it serves continue to grow. Based on an increase in sales of Harris Teeter's premium and specialty products and certain discretionary items, it appears that consumer confidence may have rebounded to some degree. During the 39-week period of fiscal 2011, Harris Teeter experienced an increase in customer visits, number of items sold and the average basket size. In addition, Harris Teeter experienced average increases in active households per comparable store (based on VIC data) of 1.88% for the 39-week period of fiscal 2011, evidencing a continued growing customer base in those stores. Store brand penetration based on units sold was 23.73% in the 39-week period of fiscal 2011, as compared to 23.64% in the same period of fiscal 2010.

Gross profit as a percent to sales for the first three quarters of fiscal 2011 declined 21 basis points from the prior year period. The decrease was driven by an increased LIFO charge recorded in fiscal 2011. As a percent to sales, the increase in the LIFO charge for the 39-week period of fiscal 2011 of $11.2 million (0.35% of sales) over the prior year charge of zero for the same

period exceeded the decrease in the gross profit margin between the respective periods, evidencing Harris Teeter's ability to pass along most of the cost inflation created by increased commodity prices. Increased vendor participation in promotions along with continued cost control initiatives in the area of waste and distribution offset the decrease in the gross profit margin created by the LIFO charge.

SG&A expenses for the first three quarters of fiscal 2011 increased from the prior year period as a result of incremental store growth and its impact on associated operational costs such as labor, healthcare expense, credit and debit card fees, rent and other occupancy costs. However, SG&A expenses as a percent to sales decreased 37 basis points in fiscal 2011 from fiscal 2010, as a result of the leverage created through sales gains that apply against fixed costs, along with improved labor management and other cost control initiatives that more than offset cost increases in healthcare, debit and credit card fees and remodel expense. The increase in SG&A expenses (excluding advertising and support department costs) over the previous year for stores opened during fiscal 2010 and fiscal 2011 totaled $31.6 million, which represents 85% of the $37.4 million increase in total SG&A expenses. Even though store labor and associated benefit costs increased from the 39-week period of fiscal 2010 to the 39-week period of fiscal 2011 by $15.5 million driven by Harris Teeter's new store growth, there was a 28 basis point reduction in these costs as a percent to sales. Advertising and support department costs increased by $4.4 million between the 39-week period of fiscal 2010 and the 39-week period of fiscal 2011; however, these costs represented a 2 basis point decrease on a percent to sales basis. Pre-opening costs, included with SG&A expenses, consist of rent, labor and associated fringe benefits, and recruiting and relocation costs incurred prior to a new store opening and amounted to $5.4 million (0.17% to sales) for the 39 weeks ended July 3, 2011, as compared to $6.6 million (0.22% to sales) for the 39 weeks ended June 27, 2010. Pre-opening costs fluctuate between periods depending on the new store opening schedule and market location.

As a result of the increased sales and cost elements described above, operating profit increased 10.2% for the first three quarters of fiscal 2011 from the same period in the prior year. Harris Teeter continues to invest within its core markets, which management believes have greater potential for improved returns on investment in the foreseeable future.

American & Efird, Industrial Thread Segment

The following table sets forth the consolidated operating profit components for the Company's A&E textile subsidiary for the 39 weeks ended July 3, 2011 and June 27, 2010. The table also sets forth the percent to sales and the percentage increase or decrease over the prior year (in thousands):

				July 3, 2011						June 27, 2010
							% to Sales						% to Sales			% Inc. (Dec.)
	Net Sales		$	241,894			100.00		$	218,418			100.00			10.7
	Cost of Sales			181,647			75.09			166,548			76.25			9.1
	Gross Profit			60,247			24.91			51,870			23.75			16.2
	SG&A Expenses			40,519			16.75			38,955			17.84			4.0
	Operating Profit		$	19,728			8.16		$	12,915			5.91			52.8

Net sales increased 10.7% for the 39 weeks ended July 3, 2011, as compared to the prior year period. This increase was driven primarily by sales gains between the comparable 39-week periods of fiscal 2011 and fiscal 2010 for the U.S. and the majority of foreign operations driven by improvements in retail sales of apparel and automobiles. Foreign sales accounted for approximately 55% of total A&E sales for the 39-week period ended July 3, 2011, as compared to 54% for the 39-week period ended June 27, 2010. Foreign sales, especially in the Asian markets, will continue to be a significant proportion of total A&E sales due to the shifting global production of its customers and A&E's strategy of increasing its presence in such global markets. Management recognizes that a major challenge facing A&E is the geographic shift of its customer base and, as a result, management remains committed to its strategic plans that will transform A&E's business to a more Asian-centric global supplier of sewing thread, embroidery thread and technical textiles.

Gross profit and its percent to sales, increased during the 39 weeks ended July 3, 2011, as a result of increased sales, improved operating schedules and cost containment efforts throughout A&E's operations. Cost of sales for A&E's U.S. operations increased by $6.1 million from the first three quarters of fiscal 2010 to the first three quarters of fiscal 2011; however, gross profit as a percent to sales for the U.S. operations increased by 17 basis points. Cost of sales for A&E's foreign operations increased by $9.0 million between the comparable periods and gross profit as a percent to sales for A&E's foreign operations increased by 205 basis points. The improvement in the gross profit margin for the U.S. and foreign operations was driven by improved operating schedules that resulted in absorbing a higher amount of fixed costs. Management continues to focus on optimizing costs and manufacturing capacities in its domestic and foreign operations.

SG&A expenses in the 39-week period of fiscal 2011 increased 4.0% from the 39-week period of fiscal 2010; however, SG&A expenses as a percent to sales decreased by 109 basis points between the comparable periods, primarily as a result of the leverage created through sales gains that apply against fixed costs. SG&A expenses for A&E's U.S. operations for the 39-week period of fiscal 2011 increased by $1.2 million from the 39-week period of fiscal 2010; however, as a percent to sales, the SG&A margin decreased by 75 basis points. SG&A expenses for A&E's foreign operations increased by $0.8 million between the comparable periods and the SG&A margin decreased by 140 basis points. Profit from non-consolidated subsidiaries increased by $0.4 million from the 39-week period of fiscal 2010 to the 39-week period of fiscal 2011.

As a result of the sales and cost elements described above, operating profit increased $6.8 million, or 52.8% from the 39-week period of fiscal 2010 to the 39-week period of fiscal 2011. Management at A&E will continue focusing on cost containment and its strategic plans to become more Asian centric. A&E has made good progress in becoming more Asian centric through investments in various non-consolidated subsidiaries that have substantial sales and good operating results. Over 65% of the finished goods produced during the 39-week period of fiscal 2011 were manufactured at A&E's Asian facilities, including its joint ventures, which emphasizes A&E's progress toward its strategic plans..

Outlook

Harris Teeter's operating performance and the Company's strong financial position provides the flexibility to continue with Harris Teeter's store development program that includes new and replacement stores along with the remodeling and expansion of existing stores. Harris Teeter plans to open one new store and complete the major remodeling on four stores during the fourth quarter of fiscal 2011. The new store development program for fiscal 2011 is expected to include a total of seven new stores and result in a 3.4% increase in retail square footage, as compared to a 6.4% increase in fiscal 2010. The decrease in square footage growth between fiscal 2010 to fiscal 2011 reflects the Company's efforts, as previously initiated and disclosed, to delay new store openings during these challenging economic times. Management will continue to evaluate Harris Teeter's capital expenditures and may adjust its strategic plan accordingly. In addition, Harris Teeter routinely evaluates its existing store operations in regards to its overall business strategy and from time to time will close or divest older or underperforming stores.

Harris Teeter's capital expenditures are presently estimated at approximately $165 million for fiscal 2011 and $215 million for fiscal 2012. During fiscal 2012, Harris Teeter plans to open seven new stores (one of which will replace existing stores) and complete major remodels on thirteen stores (six of which will be expanded in size). The fiscal 2012 new store openings are currently scheduled for three in the first quarter, none in the second quarter, two in the third quarter and two in the fourth quarter. The anticipated increase in Harris Teeter's capital expenditures from fiscal 2011 to fiscal 2012 is caused by increased remodel costs in fiscal 2012 for additional expansions and the accelerated timing of the new store openings for fiscal 2013. The new store program anticipates the continued expansion of Harris Teeter's existing markets, including the Washington, D.C. metro market area which incorporates northern Virginia, the District of Columbia, southern Maryland and coastal Delaware. Real estate development by its nature is both unpredictable and subject to external factors including weather, construction schedules and costs. Any change in the amount and timing of new store development would impact the expected capital expenditures, sales and operating results.

Startup costs associated with opening new stores under Harris Teeter's store development program can negatively impact operating margins and net income. In the current competitive environment, promotional costs to maintain market share could also negatively impact operating margins and net income in future periods. The continued execution of productivity initiatives implemented throughout all stores, maintaining controls over waste, implementation of operating efficiencies and effective merchandising strategies will dictate the pace at which Harris Teeter's operating results could improve, if at all.

A&E has been able to diversify its customer base, product mix and geographical locations through acquisitions and joint venture agreements. In addition, A&E continues to increase its investment in China and India to support the growth opportunities in these countries and to become more Asian centric. Although A&E has benefited from improved business conditions and the cost reduction measures taken in prior years, the economic environment for A&E's customers could worsen in the future. A&E management continues to focus on providing best-in-class service to its customers and expanding its product lines throughout A&E's global supply chain. In addition, management intends to continue to evaluate its structure to best position A&E to take advantage of opportunities available through its enhanced international operations.

In April of 2011, a severe hail storm caused substantial damage to the roofs on four separate A&E plants located in Gastonia, NC. The Company carries insurance to cover this loss. As a result, A&E management estimates that a gain of approximately $4.7 million will be recorded in fiscal 2012 when insurance proceeds are received for the reimbursed cost of replacing the roofs.

The Company's management remains cautious in its expectations for the remainder of fiscal 2011 and fiscal 2012 due to the current economic environment and its impact on the Company's customers. Harris Teeter will continue to refine its merchandising strategies to respond to the changing shopping demands and to maintain or increase its customer base. The retail

grocery market remains intensely competitive and there is no assurance that the improvements in the textile and apparel industries will continue. Any operating improvement will be dependent on the Company's ability to: increase Harris Teeter's market share; pass along product cost increases; optimize A&E's operations; offset increased operating costs with additional operating efficiencies; and effectively execute the Company's strategic expansion plans.

Capital Resources and Liquidity

The Company is a holding company which, through its wholly-owned operating subsidiaries, Harris Teeter and A&E, is engaged in the primary businesses of retail grocery and the manufacturing and distribution of industrial thread, technical textiles and embroidery thread, respectively. The Company has no material independent operations, nor material assets, other than the investments in its operating subsidiaries, as well as certain property and equipment, cash equivalents and life insurance contracts to support corporate-wide operations and benefit programs. The Company provides a variety of services to its subsidiaries and is dependent upon the earnings and associated cash flows from its operating subsidiaries.

The Company's principal source of liquidity has been cash generated from operating activities and borrowings available under the Company's credit facility. During the 39 weeks ended July 3, 2011, operating activities generated $167.1 million of cash, as compared to generating $134.5 million in the comparable period last year. The Company elected to increase its contribution to the pension plan from $30 million in fiscal 2010 to $50 million in fiscal 2011. The effect of the increased contribution on cash provided by operating activities was offset by improved earnings and the timing of accruals and related payments associated with normal operations. Investing activities during the 39 weeks ended July 3, 2011 required net cash of $65.9 million, down $8.3 million from the comparable prior year period. An increase in capital expenditures and other investments of $38.8 million during the 39-week period of fiscal 2011 was offset by Harris Teeter's sale of its ownership position in five investment properties along with one owned property which generated $22.6 million of cash and the Company's sale of a foreign investment which generated $21.6 million of cash. Financing activities during the 39 weeks ended July 3, 2011 utilized $50.7 million of cash and included a net reduction of $20.0 million of borrowings under the Company's credit facility and $19.2 million for the payment of dividends.

During the 39 weeks ended July 3, 2011, capital expenditures totaled $102.5 million, comprised of $98.6 million for Harris Teeter and $3.9 million for A&E. In addition to the $22.6 million Harris Teeter received for the sale of property discussed above, the company generated an additional $11.3 million from other property sales and invested an additional $18.8 million in connection with the development of certain of its new stores.

Fiscal 2011 consolidated capital expenditures are expected to total approximately $173 million, consisting of $165 million for Harris Teeter and $8 million for A&E. Consolidated capital expenditures for fiscal 2012 are expected to total approximately $228 million, consisting of $215 million for Harris Teeter and $13 million for A&E. Harris Teeter anticipates that its capital for new store growth and store remodels will be concentrated in its existing markets for the remainder of fiscal 2011, as well as in the foreseeable future. A&E expects to invest in the expansion and modernization of its global operations. Such capital investment is expected to be financed by internally generated funds, liquid assets and borrowings under the Company's credit facility. The Company's revolving line of credit facility provides sufficient liquidity for what management expects the Company will require through the expiration of the line of credit in December 2012.

The Company's credit facility was entered into on December 20, 2007 with eleven banks that included a five-year revolving credit facility ("Revolving Credit Facility") in the aggregate amount of up to $350 million and a non-amortizing term loan of $100 million due December 20, 2012 ($20 million of which has been pre-paid). The credit agreement also provides for an optional increase of the Revolving Credit Facility by an additional amount of up to $100 million and two 1-year maturity extension options, both of which require the consent of the lenders. The amount which may be borrowed from time to time and the interest rate on any outstanding borrowings are each dependent on a leverage factor. The leverage factor is based on a ratio of rent-adjusted consolidated funded debt divided by earnings before interest, taxes, depreciation, amortization and operating rents, as set forth in the credit agreement. The more significant of the financial covenants which the Company must meet during the term of the credit agreement include a maximum leverage ratio and a minimum fixed charge coverage ratio. As of July 3, 2011, the Company was in compliance with all financial covenants of the credit agreement and there were no borrowings outstanding under the Revolving Credit Facility. Issued letters of credit reduce the amount available for borrowings under the Revolving Credit Facility and amounted to $27.7 million as of July 3, 2011. In addition to the $322.3 million of borrowings available under the Revolving Credit Facility as of July 3, 2011, the Company has the capacity to borrow up to an aggregate amount of $33.7 million from two major U.S. life insurance companies utilizing certain insurance assets as collateral. In the normal course of business, the Company will continue to evaluate various financing opportunities based on the Company's needs and market conditions.

Covenants in certain of the Company's long-term debt agreements limit the total indebtedness that the Company may incur. As of July 3, 2011, the amount of additional debt that could be incurred within the limitations of the most restrictive debt covenants exceeds the additional borrowings available under the Revolving Credit Facility. As such, Management believes that the limit on indebtedness does not restrict the Company's ability to meet future liquidity requirements through borrowings available under the Company's Revolving Credit Facility, including any liquidity requirements expected in connection with the Company's expansion plans for the foreseeable future.

Contractual Obligations and Commercial Commitments

The Company has assumed various financial obligations and commitments in the normal course of its operations and financing activities. Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements, such as debt and lease agreements. Except for the $20 million reduction in the Company's term loan discussed above, there have been no material changes in the scheduled maturities of the Company's contractual obligations as of October 3, 2010, as disclosed in the table under the heading "Contractual Obligations and Commercial Commitments" in the Company's 2010 Annual Report.

In connection with the closing of certain store locations, Harris Teeter has assigned leases to several other sub-tenants with recourse. These leases expire over the next ten years, and the future minimum lease payments of approximately $36.7 million, in the aggregate, over that future period have been assumed by these sub-tenants. In the unlikely event, in management's opinion based on the current operations and credit worthiness of the assignees, that all such contingent obligations would be payable by Harris Teeter, the approximate aggregate amounts due by year would be as follows: $1.9 million for the remainder of fiscal 2011 (22 stores), $7.1 million in fiscal 2012 (21 stores), $6.0 million in fiscal 2013 (16 stores), $5.1 million in fiscal 2014 (14 stores), $4.6 million in fiscal 2015 (10 stores) and $12.0 million in the aggregate during all remaining years thereafter.

The Company utilizes various standby letters of credit and bonds as required from time to time by certain programs, most significantly for self-insured programs such as workers' compensation and various casualty insurance. These letters of credit and bonds do not represent additional obligations of the Company since the underlying liabilities are recorded as insurance reserves and included with other current liabilities on the Company's consolidated balance sheets. In addition, the Company occasionally utilizes documentary letters of credit for the purchase of merchandise in the normal course of business. Issued and outstanding letters of credit totaled $27.7 million at July 3, 2011.

Contributions to the SERP are equal to the benefit payments made during the year. The Company anticipates contributing approximately $308,000 to the SERP for expected future benefit payments during the remainder of fiscal 2011.

Off Balance Sheet Arrangements

The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company's financial condition, results of operations or cash flows.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions about future events that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. Future events and their effects cannot be determined with absolute certainty. Therefore, management's determination of estimates and judgments about the carrying values of assets and liabilities requires the exercise of judgment in the selection and application of assumptions based on various factors including historical experience, current and expected economic conditions and other factors believed to be reasonable under the circumstances. Actual results could differ from those estimates. The Company constantly reviews the relevant, significant factors and makes adjustments where the facts and circumstances dictate. Management has identified the following accounting policies as the most critical in the preparation of the Company's financial statements because they involve the most difficult, subjective or complex judgments about the effect of matters that are inherently uncertain: vendor rebates, credits and promotional allowances; inventory valuation; self-insurance reserves for workers' compensation, healthcare and general liability; impairment of long-lived assets and closed store obligations; and retirement plans and post-retirement benefit plans. For additional discussion of these critical accounting policies, see the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Company's 2010 Annual Report. There have been no material changes to any of the critical accounting policies contained therein.

Recent Accounting Standards

In June 2011, the FASB issued an Accounting Standards Update ("ASU") incorporated under Topic 220 regarding the presentation of Comprehensive Income. The new standard requires comprehensive income to be reported in either a single statement or in two consecutive statements reporting net income and other comprehensive income. In addition, the standard eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders' equity. The ASU requires retrospective application and will become effective for the Company in the first quarter of fiscal 2013. Adoption of the new standard involves presentation and is not expected to impact the Company's financial position, results of operations or cash flows.

Regarding Forward-Looking Statements

This report contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from those expressed in, or implied by, our forward-looking statements. Words such as "expects," "anticipates," "believes," "estimates" and other similar expressions or future or conditional verbs such as "will," "should," "would" and "could" are intended to identify such forward-looking statements. Readers of this report should not rely solely on the forward-looking statements and should consider all uncertainties and risks throughout this report as well as those discussed under Item 1A, "Risk Factors" of the Company's 2010 Annual Report. The statements are representative only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement.

All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in our forward-looking statements. We face risks that are inherent in the businesses and the market places in which Harris Teeter and A&E operate. While management believes these forward-looking statements are accurate and reasonable, uncertainties, risks and factors, including those described below, could cause actual results to differ materially from those reflected in the forward-looking statements.

Factors that could cause the Company's actual results to differ materially from those anticipated in the forward-looking statements in this report include the following:

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and also could cause actual results to differ materially from those included, contemplated or implied by the forward-looking statements made in this report, and the reader should not consider the above list of factors to be a complete set of all potential risks or uncertainties.

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. The Company's exposure to market risks results primarily from changes in interest rates and there have been no material changes regarding the Company's market risk position from the information provided under Item 7A, "Quantitative and Qualitative Disclosures about Market Risk" in the Company's 2010 Annual Report.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. As of July 3, 2011, an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. During the Company's third quarter of fiscal 2011, there has been no change in the Company's internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II

Item 1. Legal Proceedings

The Company and its subsidiaries are involved in various legal matters from time to time in connection with their operations, including various lawsuits and environmental matters. These matters considered in the aggregate have not had, nor does the Company expect them to have, a material effect on the Company's results of operations, financial position or cash flows.

Item 1A. Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in the Company's 2010 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company did not have any unregistered sales of its equity securities during the quarter ended July 3, 2011.

The following table summarizes the Company's purchases of its common stock during the quarter ended July 3, 2011.

	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)			Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
	April 4, 2011 to May 8, 2011			0			n.a.			0			2,767,169
	May 9, 2011 to June 5, 2011			0			n.a.			0			2,767,169
	June 6, 2011 to July 3, 2011			0			n.a.			0			2,767,169
	Total			0			n.a.			0			2,767,169

	(1)			In February 1996, the Company announced the adoption of a stock buyback program, authorizing, at management's discretion, the Company to purchase and retire up to 4,639,989 shares, 10% of the then-outstanding shares of the Company's common stock, for the purpose of preventing dilution as a result of the operation of the Company's comprehensive stock option and awards plans. The stock purchases are effected from time to time pursuant to this authorization. As of July 3, 2011, the Company had purchased and retired 1,872,820 shares under this authorization. No stock purchases were made during the quarter ended July 3, 2011. The stock buyback program has no set expiration or termination date.

Item 6. Exhibits

	Exhibit
	Number			Description of Exhibit
	31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101			The following materials from Ruddick Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Equity and Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows and (v) the Notes to Consolidated Condensed Financial Statements, tagged as blocks of text.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

							RUDDICK CORPORATION
							(Registrant)
	Dated: August 5, 2011			By:			/s/ JOHN B. WOODLIEF
							John B. Woodlief, Vice President - Finance and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

EXHIBIT INDEX

	Exhibit No. (per Item 601 of Reg. S-K)			Description of Exhibit			Sequential Page No.
	31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101			The following materials from Ruddick Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2011, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Equity and Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows and (v) the Notes to Consolidated Condensed Financial Statements, tagged as blocks of text.