-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SlOcKH5NNghtZE4V1u9ibv0Kw9mSZA/WH182KIEgij4E2q72ppJNIQfOUAIQAs6c ZGx7Vyi6nsEQGDen7g2QLA== 0000081061-04-000112.txt : 20041104 0000081061-04-000112.hdr.sgml : 20041104 20041104160639 ACCESSION NUMBER: 0000081061-04-000112 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040925 FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIX SUPER MARKETS INC CENTRAL INDEX KEY: 0000081061 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 590324412 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00981 FILM NUMBER: 041119803 BUSINESS ADDRESS: STREET 1: PO BOX 407 CITY: LAKELAND STATE: FL ZIP: 33802 BUSINESS PHONE: 8636881188 MAIL ADDRESS: STREET 1: PO BOX 407 CITY: LAKELAND STATE: FL ZIP: 33802 10-Q 1 q32004.txt FORM 10-Q, QUARTER ENDED 9/25/2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 25, 2004 ------------------ OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ____________ to ______________ Commission File Number 0-981 ---------------------------- PUBLIX SUPER MARKETS, INC. ----------------------------------------------------- (Exact name of Registrant as specified in its charter) Florida 59-0324412 - ------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3300 Airport Road Lakeland, Florida 33811 - --------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (863) 688-1188 -------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _______ -------- Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No _______ -------- The number of shares outstanding of the Registrant's common stock, $1.00 par value, as of October 29, 2004 was 173,395,449. Page 1 of 13 pages PART I. FINANCIAL INFORMATION Item 1. Financial Statements - -----------------------------
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts are in thousands, except per share and share amounts) ASSETS September 25, 2004 December 27, 2003 ------------------ ----------------- (Unaudited) Current Assets - -------------- Cash and cash equivalents $ 543,554 277,072 Short-term investments 45,174 16,661 Trade receivables 271,839 241,101 Merchandise inventories 953,186 981,456 Deferred tax assets 70,729 55,479 Prepaid expenses 15,133 9,778 ---------- ---------- Total Current Assets 1,899,615 1,581,547 ---------- ---------- Long-term investments 639,209 380,852 Other noncurrent assets 18,203 1,119 Property, plant and equipment 5,365,304 5,140,811 Less accumulated depreciation (2,187,053) (1,953,612) ---------- ---------- Net property, plant and equipment 3,178,251 3,187,199 ---------- ---------- Total Assets $5,735,278 5,150,717 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities - ------------------- Accounts payable $ 772,505 724,228 Accrued contribution to retirement plans 225,672 244,848 Accrued salaries and wages 147,930 76,050 Accrued self-insurance reserves 147,625 123,462 Federal and state income taxes 111,086 12,508 Other 204,192 190,510 ---------- ---------- Total Current Liabilities 1,609,010 1,371,606 ---------- ---------- Deferred tax liabilities, net 306,744 284,458 Self-insurance reserves 224,622 202,737 Accrued postretirement benefit cost 67,907 67,960 Other noncurrent liabilities 72,420 54,646 Stockholders' Equity - -------------------- Common stock of $1 par value. Authorized 300,000,000 shares; issued 180,929,954 shares at September 25, 2004 and 178,369,413 shares at December 27, 2003 180,930 178,369 Additional paid-in capital 630,981 494,154 Retained earnings 2,997,777 2,492,759 ---------- ---------- 3,809,688 3,165,282 Less 6,616,726 treasury shares at September 25, 2004, at cost (358,683) --- Accumulated other comprehensive earnings 3,570 4,028 ---------- ---------- Total Stockholders' Equity 3,454,575 3,169,310 ---------- ---------- Total Liabilities and Stockholders' Equity $5,735,278 5,150,717 ========== ========== See accompanying notes to condensed consolidated financial statements.
-2-
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except per share and share amounts) Three Months Ended September 25, 2004 September 27, 2003 ------------------ ------------------ (Unaudited) Revenues - -------- Sales $ 4,631,622 4,045,242 Other operating income 31,109 31,082 ------------ ----------- Total revenues 4,662,731 4,076,324 ------------ ----------- Costs and expenses - ------------------ Cost of merchandise sold 3,422,154 2,971,860 Operating and administrative expenses 969,789 908,944 ------------ ----------- Total costs and expenses 4,391,943 3,880,804 ------------ ----------- Operating profit 270,788 195,520 ------------ ----------- Investment income, net 10,861 4,672 Other income, net 6,452 11,560 ------------ ----------- Earnings before income tax expense 288,101 211,752 Income tax expense 104,390 77,182 ------------ ----------- Net earnings $ 183,711 134,570 ============ =========== Weighted average number of common shares outstanding 176,119,840 182,101,228 ============ =========== Basic and diluted earnings per common share based on weighted average shares outstanding $ 1.04 .74 ============ =========== Cash dividends paid per common share none none
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Three Months Ended September 25, 2004 September 27, 2003 ------------------ ------------------ (Unaudited) Net earnings $ 183,711 134,570 Other comprehensive earnings Unrealized gain (loss) on investment securities available-for-sale, net of tax effect of $6,267 and ($3,880) in 2004 and 2003, respectively 9,979 (6,179) Reclassification adjustment for net realized gain on investment securities available-for-sale, net of tax effect of ($1,096) and ($2) in 2004 and 2003, respectively (1,745) (3) ------------ ----------- Comprehensive earnings $ 191,945 128,388 ============ =========== See accompanying notes to condensed consolidated financial statements.
-3-
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except per share and share amounts) Nine Months Ended September 25, 2004 September 27, 2003 ------------------ ------------------ (Unaudited) Revenues - -------- Sales $ 13,778,043 12,431,825 Other operating income 95,255 93,677 ------------ ----------- Total revenues 13,873,298 12,525,502 ------------ ----------- Costs and expenses - ------------------ Cost of merchandise sold 10,078,274 9,080,877 Operating and administrative expenses 2,904,323 2,715,619 ------------ ----------- Total costs and expenses 12,982,597 11,796,496 ------------ ----------- Operating profit 890,701 729,006 ------------ ----------- Investment income, net 23,663 15,574 Other income, net 15,350 21,533 ------------ ----------- Earnings before income tax expense 929,714 766,113 Income tax expense 343,198 282,925 ------------ ----------- Net earnings $ 586,516 483,188 ============ =========== Weighted average number of common shares outstanding 177,892,285 185,710,124 ============ =========== Basic and diluted earnings per common share based on weighted average shares outstanding $ 3.29 2.60 ============ =========== Cash dividends paid per common share $ .45 .40 ============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Nine Months Ended September 25, 2004 September 27, 2003 ------------------ ------------------ (Unaudited) Net earnings $ 586,516 483,188 Other comprehensive earnings Unrealized gain on investment securities available-for-sale, net of tax effect of $593 and $594 in 2004 and 2003, respectively 942 946 Reclassification adjustment for net realized gain on investment securities available-for-sale, net of tax effect of ($880) and ($35) in 2004 and 2003, respectively (1,400) (56) ------------ ----------- Comprehensive earnings $ 586,058 484,078 ============ =========== See accompanying notes to condensed consolidated financial statements.
-4-
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts are in thousands) Nine Months Ended September 25, 2004 September 27, 2003 ------------------ ------------------ (Unaudited) Cash flows from operating activities - ------------------------------------ Cash received from customers $ 13,768,940 12,431,487 Cash paid to employees and suppliers (12,125,136) (11,005,553) Dividends and interest received 24,529 16,534 Income taxes paid (237,297) (262,595) Payment for self-insured claims (157,915) (158,123) Other operating cash receipts 84,202 79,904 Other operating cash payments (6,189) (6,948) ------------ ----------- Net cash provided by operating activities 1,351,134 1,094,706 ------------ ----------- Cash flows from investing activities - ------------------------------------ Payment for property, plant and equipment (325,227) (442,007) Proceeds from sale of property, plant and equipment 45,171 29,582 Payment for investment securities - available-for-sale (AFS) (414,609) (266,306) Proceeds from sale and maturity of investment securities - AFS 112,697 201,171 Net (payments) proceeds to/from joint ventures and other investments (2,835) 10,164 Other, net (862) (211) ------------ ----------- Net cash used in investing activities (585,665) (467,607) ------------ ----------- Cash flows from financing activities - ------------------------------------ Proceeds from sale of common stock 60,493 48,199 Payment for acquisition of common stock (478,585) (598,850) Dividends paid (80,764) (75,455) Other, net (131) (131) ------------ ----------- Net cash used in financing activities (498,987) (626,237) ------------ ----------- Net increase in cash and cash equivalents 266,482 862 ------------ ----------- Cash and cash equivalents at beginning of period 277,072 207,523 ------------ ----------- Cash and cash equivalents at end of period $ 543,554 208,385 ============ =========== See accompanying notes to condensed consolidated financial statements. (Continued)
-5-
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Amounts are in thousands) Nine Months Ended September 25, 2004 September 27, 2003 ------------------ ------------------ (Unaudited) Reconciliation of net earnings to net cash provided by operating activities Net earnings $ 586,516 483,188 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 276,152 257,743 Retirement contributions payable in common stock 175,922 154,894 Deferred income taxes 7,323 18,338 Loss on sale of property, plant and equipment 12,896 23,772 Gain on sale of investments (2,280) (91) Self-insurance reserves in excess of current payments 46,048 36,529 Postretirement accruals less than current payments (53) (1,391) Decrease in advance purchase allowances (1,014) (1,530) Other, net 3,146 1,051 Change in cash from: Trade receivables (30,738) (30,311) Merchandise inventories 28,270 7,054 Prepaid expenses (5,355) (11,209) Accounts payable and accrued expenses 155,723 154,677 Federal and state income taxes 98,578 1,992 ---------- --------- Total adjustments 764,618 611,518 ---------- --------- Net cash provided by operating activities $1,351,134 1,094,706 ========== ========= See accompanying notes to condensed consolidated financial statements.
-6- PUBLIX SUPER MARKETS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are necessary for the fair statement of results for the interim period. These condensed consolidated financial statements should be read in conjunction with the fiscal 2003 Form 10-K Annual Report of the Company. 2. Due to the seasonal nature of the Company's business, the results for the three months and nine months ended September 25, 2004 are not necessarily indicative of the results for the entire 2004 fiscal year. 3. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 4. Certain 2003 amounts have been reclassified to conform with the 2004 presentation. 5. In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51" (FIN 46). FIN 46 addresses the consolidation of entities whose equity holders (a) have not provided sufficient equity at risk to allow the entity to finance its own activities or (b) do not possess certain characteristics of a controlling financial interest. FIN 46 requires the consolidation of these entities, known as variable interest entities (VIEs), by the primary beneficiary of the entity. The primary beneficiary is the entity, if any, that is subject to a majority of the risk of loss from the VIEs' activities, entitled to receive a majority of the VIEs' residual returns, or both. In December 2003, the FASB issued FIN 46(R), "Consolidation of Variable Interest Entities," which represents a revision to FIN 46. FIN 46(R) provided clarifications to FIN 46 and excluded certain entities from its scope. The requirements of FIN 46(R) for entities commonly referred to as special-purpose entities (SPEs) are effective for periods ending after December 15, 2003. The requirements for all other types of entities are effective for periods ending after March 15, 2004. The Company does not have any entities classified as VIEs or SPEs; therefore, the adoption of FIN 46(R) had no effect on the Company's financial condition, results of operations or cash flows. -7- PUBLIX SUPER MARKETS, INC. Item 2. Management's Discussion and Analysis of Financial Condition and - -------------------------------------------------------------------------------- Results of Operations - --------------------- Liquidity and Capital Resources - ------------------------------- Cash and cash equivalents and short-term and long-term investments totaled approximately $1,227.9 million at September 25, 2004, compared to $648.2 million at September 27, 2003. Net cash provided by operating activities was approximately $1,351.1 million for the nine months ended September 25, 2004, as compared to $1,094.7 million for the nine months ended September 27, 2003. Due to the hurricanes described below, the Company received an extension on its Federal income tax payment due September 15, 2004 until December 30, 2004. The delay in this tax payment increased net cash provided by operating activities by $95.0 million. Any net cash in excess of the amount needed for current operations is invested in short-term and long-term investments. Net cash used in investing activities was approximately $585.7 million for the nine months ended September 25, 2004, as compared to $467.6 million for the nine months ended September 27, 2003. The primary use of net cash in investing activities was funding capital expenditures and purchasing investments. During the nine months ended September 25, 2004, capital expenditures totaled approximately $325.2 million. These expenditures were primarily incurred in connection with opening 28 net new supermarkets (36 new supermarkets opened and eight supermarkets closed) and remodeling or expanding 55 supermarkets. Net new supermarkets added an additional 1.2 million square feet in the nine months ended September 25, 2004, a 3.3% increase. The average cost per supermarket opened during the nine months ended September 25, 2004 was less than the average cost per supermarket opened during the nine months ended September 27, 2003. Significant expenditures were also incurred in the construction and expansion of warehouses and new or enhanced information technology applications. During the nine months ended September 27, 2003, capital expenditures totaled approximately $442.0 million. These expenditures were primarily incurred in connection with opening 35 net new supermarkets (49 new supermarkets opened and 14 supermarkets closed) and remodeling or expanding 63 supermarkets. Net new supermarkets added an additional 2.0 million square feet in the nine months ended September 27, 2003, a 6.1% increase. Significant expenditures were also incurred in the expansion of warehouses and new or enhanced information technology applications. Capital expenditures for the remainder of 2004, primarily consisting of new supermarkets, remodeling and expanding certain existing supermarkets, construction and expansion of warehouses and new or enhanced information technology applications, are expected to be approximately $144.8 million. This capital program is subject to continuing change and review. In the normal course of operations, the Company replaces supermarkets and closes supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not expected to be material. Net cash used in financing activities was approximately $499.0 million for the nine months ended September 25, 2004, as compared to $626.2 million for the nine months ended September 27, 2003. The primary use of net cash in financing activities was funding net common stock repurchases. The Company currently repurchases common stock at the stockholders' request in accordance with the terms of the Company's Employee Stock Purchase Plan, Non-Employee Directors Stock Purchase Plan, 401(k) Plan and Employee Stock Ownership Plan. Net common stock repurchases totaled approximately $418.1 million for the nine months ended September 25, 2004, as compared to $550.7 million for the nine months ended September 27, 2003. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of -8- the stockholders. The Company expects to continue to repurchase its common stock, as offered by its stockholders from time to time, at its then currently appraised value in amounts similar to those in prior years. However, such repurchases are not required and the Company retains the right to discontinue them at any time. The Company paid an annual cash dividend on its common stock of $.45 per share or approximately $80.8 million, on June 1, 2004, to stockholders of record as of the close of business April 19, 2004. In December 2003, the Company renewed an agreement for a committed line of credit totaling $100 million. This 364-day line of credit facility is available to fund liquidity requirements if necessary. The interest rate is based on LIBOR or prime. There were no amounts outstanding on this line of credit as of September 25, 2004. The cash requirements for 2004 current operations, capital expenditures and common stock repurchases are expected to be financed by internally generated funds, liquid assets or the committed line of credit described above. Based on the Company's financial position, it is expected that short-term and long-term borrowings would be readily available to support the Company's liquidity requirements if needed. Hurricane Impact - ---------------- During the third quarter ended September 25, 2004, the Company and the State of Florida experienced an unprecedented four major hurricanes in six weeks. The Company recorded the effect of these hurricanes, Charley, Frances, Ivan and Jeanne, in the third quarter of 2004. Store closings occurred throughout the Company due to weather conditions and evacuations of certain areas. Almost all affected stores were reopened within 24 hours, operating on generator power if normal power had not been restored. All stores were reopened within five days. The impact of the four hurricanes on the Company did not have a material adverse effect on the Company's financial condition, results of operations or cash flows. The Company estimates that its inventory losses due to power outages and additional distribution costs included in cost of merchandise sold related to the four hurricanes was approximately $58.0 million. The estimate of the additional operating and administrative expenses related to the four hurricanes was approximately $5.0 million. These expenses were primarily related to facility repairs and disposal fees for inventory lost due to power outages. The Company estimates the profit on the incremental sales resulting from repeated cycles of customers stocking up and replenishing as well as sales of hurricane supplies largely offset the losses incurred by the Company. Any potential recovery of losses incurred by the Company from insurance coverage is not expected to be material. Results of Operations - --------------------- Sales for the third quarter ended September 25, 2004, were $4.6 billion as compared to $4.0 billion in the same quarter in 2003, an increase of $586.4 million or a 14.5% increase. The Company estimates that its sales increased approximately $189.0 million or 4.7% from the impact of the hurricanes, approximately $211.3 million or 5.2% from net new supermarkets and an increase of approximately $186.1 million or 4.6% in comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets) since the beginning of the third quarter of 2003. -9- Sales for the nine months ended September 25, 2004, were $13.8 billion as compared to $12.4 billion for the nine months ended September 27, 2003, an increase of $1,346.2 million or a 10.8% increase. The Company estimates that its sales increased approximately $189.0 million or 1.5% from the impact of the hurricanes, approximately $635.1 million or 5.1% from net new supermarkets and an increase of approximately $522.1 million or 4.2% in comparable store sales since the beginning of 2003. Gross profit, as a percentage of sales, was approximately 26.1% and 26.5% for the three months ended September 25, 2004 and September 27, 2003, respectively. These gross profit percentages were approximately 26.9% and 27.0% for the nine months ended September 25, 2004 and September 27, 2003, respectively. The decreases in gross profit for the three months and nine months ended September 25, 2004, were primarily due to the inventory losses and additional distribution costs related to the hurricanes discussed above. During 2003, the Company modified its calculation of cost of merchandise sold to improve the comparability of the Company's gross profit to others in the food retailing industry. Operating and administrative expenses, as a percentage of sales, were approximately 20.9% and 22.5% for the three months ended September 25, 2004 and September 27, 2003, respectively. The decrease in operating and administrative expenses as a percentage of sales during the three months ended September 25, 2004, was primarily due to the incremental sales from the hurricanes discussed above and the closure of PublixDirect, LLC, ("PublixDirect") during the third quarter of 2003 described below. The hurricanes decreased operating and administrative expenses as a percentage of sales in 2004 and the closure of PublixDirect increased the operating and administrative expenses as a percentage of sales in 2003. Operating and administrative expenses, as a percentage of sales, were approximately 21.1% and 21.8% for the nine months ended September 25, 2004 and September 27, 2003, respectively. The decrease in operating and administrative expenses as a percentage of sales during the nine months ended September 25, 2004, was primarily due to the incremental sales from the hurricanes and the closure of PublixDirect as described above. Additionally, the decrease in operating and administrative expenses as a percentage of sales during the nine months ended September 25, 2004, was due to decreases in payroll, workers' compensation and repair and maintenance costs which were partially offset by increases in utilities and health insurance costs. The operating and administrative expenses as a percentage of sales for the three months and nine months ended September 27, 2003, were adjusted due to the modification of the cost of merchandise sold calculation discussed above. During the third quarter of 2003, the Company announced its decision to close its online grocery shopping service operated under its wholly owned subsidiary, PublixDirect. As a result of the decision to close PublixDirect effective August 23, 2003, the Company recorded an expense of $30.0 million during the third quarter of 2003. The expense recorded represented approximately $17.0 million in asset impairments, $10.0 million in operating lease obligations and $3.0 million in payroll obligations and other costs. The expense was recognized in the Company's condensed consolidated statements of earnings and is included in operating and administrative expenses. The impact of the expense recorded on net earnings was approximately $18.0 million or $.10 per share for the three months and nine months ended September 27, 2003. Net earnings were $183.7 million or $1.04 per share and $134.6 million or $.74 per share for the three months ended September 25, 2004 and September 27, 2003, respectively. Net earnings were $586.5 million or $3.29 per share and $483.2 million or $2.60 per share for the nine months ended September 25, 2004 and September 27, 2003, respectively. -10- Cautionary Note Regarding Forward-Looking Statements - ---------------------------------------------------- From time to time, certain information provided by the Company, including written or oral statements made by its representatives, may contain forward-looking information as defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking information includes statements about the future performance of the Company, which is based on management's assumptions and beliefs in light of the information currently available to them. When used, the words "plan," "estimate," "project," "intend," "believe" and other similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from those statements including, but not limited to: competitive practices and pricing in the food and drug industries generally and particularly in the Company's principal markets; changes in the general economy; changes in consumer spending; and other factors affecting the Company's business in or beyond the Company's control. These factors include changes in the rate of inflation, changes in state and Federal legislation or regulation, adverse determinations with respect to litigation or other claims, ability to recruit and retain employees, ability to construct new stores or complete remodels as rapidly as planned and stability of product costs. Other factors and assumptions not identified above could also cause the actual results to differ materially from those set forth in the forward-looking statements. The Company assumes no obligation to update publicly these forward-looking statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk - ------------------------------------------------------------------- The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. The Company does not consider to be material the potential losses in future earnings, fair values and cash flows from reasonably possible near-term changes in interest rates. Item 4. Controls and Procedures - -------------------------------- As of the end of the period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic Securities and Exchange Commission filings. There have been no significant changes in the Company's internal control over financial reporting during the quarter ended September 25, 2004, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting. -11- PUBLIX SUPER MARKETS, INC. PART II. OTHER INFORMATION Item 1. Legal Proceedings - ---------------------------- As reported in the Company's Form 10-K for the year ended December 27, 2003, the Company is a party in various legal claims and actions considered in the normal course of business. In the opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Company's financial condition, results of operations or cash flows. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - ---------------------------------------------------------------------- The Company did not have any unregistered sales of equity securities during the three months ended September 25, 2004. Issuer Purchases of Equity Securities ------------------------------------- Shares of common stock repurchased by the Company during the three months ended September 25, 2004 were as follows: Total Number of Approximate Shares Dollar Value Purchased as of Shares Total Average Part of Publicly that May Yet Be Number of Price Announced Purchased Under Shares Paid per Plans or the Plans or Period Purchased Share Programs(1) Programs(1) - ------ --------- ----- ----------- ----------- June 27, 2004 through July 31, 2004 260,649 $ 52.25 N/A N/A August 1, 2004 through August 28, 2004 1,022,729 58.50 N/A N/A August 29, 2004 through September 25, 2004 1,590,088 58.50 N/A N/A --------- ------- Total 2,873,466 $ 57.93 N/A N/A ========= ======= (1) Common stock is made available for sale only to the Company's current employees and members of its Board of Directors through the Company's Employee Stock Purchase Plan (ESPP), Non-Employee Directors Stock Purchase Plan (Directors Plan) and 401(k) Plan. In addition, common stock is made available under the Employee Stock Ownership Plan (ESOP). The Company currently repurchases common stock subject to certain terms and conditions. The ESPP, Directors Plan, 401(k) Plan and ESOP each contain provisions prohibiting any transfer for value without the owner first offering the common stock to the Company. -12- The Company's common stock is not traded on any public stock exchange. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company does not believe that these repurchases of its common stock are within the scope of a publicly announced plan or program (although the terms of the plans discussed above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three months ended September 25, 2004 required to be disclosed in the last two columns of the table. Item 3. Defaults Upon Senior Securities - ------------------------------------------ Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders - -------------------------------------------------------------- Not Applicable. Item 5. Other Information - ---------------------------- Not Applicable. Item 6. Exhibits - ------------------- 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PUBLIX SUPER MARKETS, INC. Date: November 2, 2004 /s/ John A. Attaway, Jr. ------------------------------------------ John A. Attaway, Jr., Secretary Date: November 2, 2004 /s/ David P. Phillips ------------------------------------------ David P. Phillips, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) -13- EX-31 3 q32004ex311.txt EX 31.1, CERTIFICATION - SECTION 302, CEO Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Certification - ------------- I, Charles H. Jenkins, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Publix Super Markets, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 2, 2004 /s/ Charles H. Jenkins, Jr. - --------------------------- Charles H. Jenkins, Jr. Chief Executive Officer EX-31 4 q32004ex312.txt EX 31.2, CERTIFICATION - SECTION 302, CFO Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Certification - ------------- I, David P. Phillips, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Publix Super Markets, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 2, 2004 /s/ David P. Phillips - ------------------------------------- David P. Phillips Chief Financial Officer and Treasurer EX-32 5 q32004ex321.txt EX 32.1, CERTIFICATION - SECTION 906, CEO Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Quarterly Report of Publix Super Markets, Inc. (the "Company") on Form 10-Q for the period ending September 25, 2004 (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code. I, Charles H. Jenkins, Jr., Chief Executive Officer of the Company, certify, to the best of my knowledge, that on the date hereof: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Charles H. Jenkins, Jr. - --------------------------- Charles H. Jenkins, Jr. Chief Executive Officer November 2, 2004 EX-32 6 q32004ex322.txt EX 32.2, CERTIFICATION - SECTION 906, CFO Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Quarterly Report of Publix Super Markets, Inc. (the "Company") on Form 10-Q for the period ending September 25, 2004 (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code. I, David P. Phillips, Chief Financial Officer and Treasurer of the Company, certify, to the best of my knowledge, that on the date hereof: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ David P. Phillips - ------------------------------------- David P. Phillips Chief Financial Officer and Treasurer November 2, 2004 -----END PRIVACY-ENHANCED MESSAGE-----