-----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, NXr6ECLo+yCsNTAe62ZzlJ6tctCkM62OqMFNKwSOsvnmsXS/HXpZ8xuomBaK7TCp xPIorrxajagkSr0qUrgQsg== 0000081061-05-000065.txt : 20050505 0000081061-05-000065.hdr.sgml : 20050505 20050505102321 ACCESSION NUMBER: 0000081061-05-000065 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050326 FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050505 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: 05801760 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 q12005.txt FORM 10-Q, QUARTER ENDED 3/26/2005 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 March 26, 2005 -------------- 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 Publix Corporate Parkway Lakeland, Florida 33811 - --------------------------------------- -------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (863) 688-1188 -------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No -------- ------- Indicate by check mark whether the Registrant is 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 April 21, 2005 was 174,197,042. PART I. FINANCIAL INFORMATION Item 1. Financial Statements - ----------------------------
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts are in thousands, except par value and share amounts) ASSETS March 26, 2005 December 25, 2004 -------------- ----------------- (Unaudited) Current assets: Cash and cash equivalents $ 598,292 370,288 Short-term investments 119,143 101,718 Trade receivables 297,345 289,455 Merchandise inventories 961,112 1,054,183 Deferred tax assets 91,014 71,934 Prepaid expenses 14,208 11,804 ---------- ---------- Total current assets 2,081,114 1,899,382 ---------- ---------- Long-term investments 1,028,600 918,443 Other noncurrent assets 22,041 18,372 Property, plant and equipment 5,435,431 5,401,760 Less accumulated depreciation (2,336,415) (2,273,686) ---------- ---------- Net property, plant and equipment 3,099,016 3,128,074 ---------- ---------- Total assets $6,230,771 5,964,271 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 788,217 762,655 Accrued contribution to retirement plans 148,618 290,136 Accrued self-insurance reserves 119,665 115,010 Accrued salaries and wages 111,025 90,069 Federal and state income taxes 194,443 232,478 Other 279,833 187,451 ---------- ---------- Total current liabilities 1,641,801 1,677,799 ---------- ---------- Deferred tax liabilities, net 305,495 313,073 Self-insurance reserves 247,452 240,821 Accrued postretirement benefit cost 68,013 68,101 Other noncurrent liabilities 99,667 78,761 Stockholders' equity: Common stock of $1 par value. Authorized 300,000,000 shares; issued 175,488,534 shares at March 26, 2005 and 172,591,732 shares at December 25, 2004 175,489 172,592 Additional paid-in capital 818,227 630,983 Retained earnings 2,916,264 2,779,592 ---------- ---------- 3,909,980 3,583,167 Less 507,652 treasury shares at March 26, 2005, at cost (32,490) --- Accumulated other comprehensive earnings (9,147) 2,549 ---------- ---------- Total stockholders' equity 3,868,343 3,585,716 ---------- ---------- Total liabilities and stockholders' equity $6,230,771 5,964,271 ========== ========== See accompanying notes to condensed consolidated financial statements.
1
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except shares outstanding and per share amounts) Three Months Ended March 26, 2005 March 27, 2004 -------------- -------------- (Unaudited) Revenues: Sales $ 5,142,311 4,650,448 Other operating income 38,162 32,372 ------------ ----------- Total revenues 5,180,473 4,682,820 ------------ ----------- Costs and expenses: Cost of merchandise sold 3,744,622 3,395,087 Operating and administrative expenses 1,047,844 974,403 ------------ ----------- Total costs and expenses 4,792,466 4,369,490 ------------ ----------- Operating profit 388,007 313,330 ------------ ----------- Investment income, net 16,117 6,403 Other income, net 6,353 4,544 ------------ ----------- Earnings before income tax expense 410,477 324,277 Income tax expense 151,371 120,881 ------------ ----------- Net earnings $ 259,106 203,396 ============ =========== Weighted average number of common shares outstanding 173,145,420 178,662,333 ============ =========== Basic and diluted earnings per common share based on weighted average shares outstanding $ 1.50 1.14 ============ =========== Cash dividends paid per common share none none
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Three Months Ended March 26, 2005 March 27, 2004 -------------- -------------- (Unaudited) Net earnings $ 259,106 203,396 Other comprehensive earnings Unrealized (loss) gain on investment securities available-for-sale, net of tax effect of ($6,025) and $1,486 in 2005 and 2004, respectively (9,593) 2,365 Reclassification adjustment for net realized gain on investment securities available-for-sale, net of tax effect of ($1,320) and ($41) in 2005 and 2004, respectively (2,103) (64) ------------ ----------- Comprehensive earnings $ 247,410 205,697 ============ =========== See accompanying notes to condensed consolidated financial statements.
2
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts are in thousands) Three Months Ended March 26, 2005 March 27, 2004 -------------- -------------- (Unaudited) Cash flows from operating activities: Cash received from customers $ 5,144,262 4,651,499 Cash paid to employees and suppliers (4,430,392) (4,133,968) Income taxes paid (208,719) (9,787) Payment for self-insured claims (41,368) (43,775) Dividends and interest received 14,325 6,614 Other operating cash receipts 34,922 28,570 Other operating cash payments (757) (1,018) ----------- ---------- Net cash provided by operating activities 512,273 498,135 ----------- ---------- Cash flows from investing activities: Payment for property, plant and equipment (69,698) (107,924) Proceeds from sale of property, plant and equipment 6,624 21,690 Proceeds from sale-leasebacks --- 6,116 Payment for investment securities - available-for-sale (AFS) (214,016) (71,326) Proceeds from sale and maturity of investment securities - AFS 68,888 9,524 Net (payments) proceeds to/from joint ventures and other investments (160) 995 Other, net (3,875) (467) ----------- ---------- Net cash used in investing activities (212,237) (141,392) ----------- ---------- Cash flows from financing activities: Payment for acquisition of common stock (104,588) (153,562) Proceeds from sale of common stock 32,687 24,234 Other, net (131) (131) ----------- ---------- Net cash used in financing activities (72,032) (129,459) ----------- ---------- Net increase in cash and cash equivalents 228,004 227,284 ----------- ---------- Cash and cash equivalents at beginning of period 370,288 277,072 ----------- ---------- Cash and cash equivalents at end of period $ 598,292 504,356 =========== ========== See accompanying notes to condensed consolidated financial statements.
(Continued) 3
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Amounts are in thousands) Three Months Ended March 26, 2005 March 27, 2004 -------------- -------------- (Unaudited) Reconciliation of net earnings to net cash provided by operating activities Net earnings $259,106 203,396 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 92,600 89,592 Retirement contributions paid or payable in common stock 76,951 61,436 Deferred income taxes (19,313) (566) (Gain) loss on sale of property, plant and equipment (262) 8,329 Amortization of deferred income from sale-leasebacks (457) (280) Gain on sale of investments (3,423) (105) Self-insurance reserves in excess of current payments 11,286 12,241 Postretirement accruals less than current payments (88) (152) (Decrease) increase in advance purchase allowances (533) 818 Other, net (1,167) 581 Change in cash from: Trade receivables (7,890) (7,355) Merchandise inventories 93,071 (4,173) Prepaid expenses (2,404) (5,677) Accounts payable and accrued expenses 52,831 28,390 Federal and state income taxes (38,035) 111,660 -------- ------- Total adjustments 253,167 294,739 -------- ------- Net cash provided by operating activities $512,273 498,135 ======== ======= See accompanying notes to condensed consolidated financial statements.
4 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 2004 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 ended March 26, 2005 are not necessarily indicative of the results for the entire 2005 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 2004 amounts have been reclassified to conform with the 2005 presentation. 5. In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard No. 151, "Inventory Costs," (SFAS 151) effective for fiscal years beginning after June 15, 2005. SFAS 151 amends Accounting Research Bulletin No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. SFAS 151 requires that those items be recognized as current period charges and requires that allocation of fixed production overhead to the cost of conversion be based on the normal capacity of the production facilities. The adoption of SFAS 151 is not expected to have a material effect on the Company's financial condition, results of operations or cash flows. 6. In December 2004, the Financial Accounting Standards Board (FASB) issued a revision to Statement of Financial Accounting Standard No. 123, "Share-Based Payment," (SFAS 123(R)) effective for fiscal years beginning after June 15, 2005. SFAS 123(R) will require all stock-based compensation awards to be recorded at fair value as an expense in the Company's consolidated financial statements. The Company does not have any stock-based employee compensation; therefore, the adoption of SFAS 123(R) will have no effect on the Company's financial condition, results of operations or cash flows. 5 PUBLIX SUPER MARKETS, INC. Item 2. Management's Discussion and Analysis of Financial Condition and Results - -------------------------------------------------------------------------------- of Operations - ------------- Overview - -------- The Company is primarily engaged in the retail supermarket business, operating stores in Florida, Georgia, South Carolina, Alabama and Tennessee. As of March 26, 2005, the Company operated 851 supermarkets, five convenience stores and five liquor stores. In addition, the Company has a majority position in the Crispers restaurant chain. As of March 26, 2005, Crispers operated 28 restaurants, all located in Florida. During the first quarter, the Company announced its new Hispanic supermarket format under the banner Publix Sabor. The first two Publix Sabor stores are scheduled to open during the second quarter 2005. Liquidity and Capital Resources - ------------------------------- Cash and cash equivalents and short-term and long-term investments totaled approximately $1,746.0 million at March 26, 2005, compared to $1,390.4 million at December 25, 2004. Net cash provided by operating activities - ----------------------------------------- Net cash provided by operating activities was approximately $512.3 million for the three months ended March 26, 2005, as compared with $498.1 million for the three months ended March 27, 2004. During 2004, the Company and the state of Florida experienced an unprecedented four major hurricanes in six weeks. As a result, the Company received an extension on its Federal income tax payments due September 15, 2004 and December 15, 2004 until December 30, 2004. The delay in these tax payments decreased net cash provided by operating activities by $190.0 million during the three months ended March 26, 2005. Any net cash in excess of the amount needed for current operations is invested in short-term and long-term investments. Net cash used in investing activities - ------------------------------------- Net cash used in investing activities was approximately $212.2 million for the three months ended March 26, 2005, as compared with $141.4 million for the three months ended March 27, 2004. The primary use of net cash in investing activities was purchasing investments and funding capital expenditures. During the three months ended March 26, 2005, capital expenditures totaled approximately $69.7 million. These expenditures were primarily incurred in connection with the opening of one net new supermarket (seven new supermarkets opened and six supermarkets closed) and remodeling or expanding 11 supermarkets. Net new supermarkets added an additional 0.1 million square feet in the three months ended March 26, 2005, a 0.2% increase. Expenditures were also incurred in the expansion of warehouses and new or enhanced information technology applications. During the three months ended March 27, 2004, capital expenditures totaled approximately $107.9 million. These expenditures were primarily incurred in connection with the opening of 11 net new supermarkets (15 new supermarkets opened and four supermarkets closed) and remodeling or expanding 15 supermarkets. Net new supermarkets added an additional 0.5 million square feet in the three months ended March 27, 2004, a 1.3% increase. Significant expenditures were also incurred in the expansion of warehouses and new or enhanced information technology applications. Capital expenditure projection - ------------------------------ Capital expenditures for the remainder of 2005, primarily consisting of new supermarkets, remodeling and expanding certain existing supermarkets, expansion of warehouses and new or enhanced information technology applications, are expected to be approximately $330.3 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. 6 Net cash used in financing activities - ------------------------------------- Net cash used in financing activities was approximately $72.0 million for the three months ended March 26, 2005, as compared with $129.5 million for the three months ended March 27, 2004. 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, 401(k) Plan, Employee Stock Ownership Plan and Non-Employee Directors Stock Purchase Plan. Net common stock repurchases totaled approximately $71.9 million for the three months ended March 26, 2005, as compared with $129.3 million for the three months ended March 27, 2004. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company expects to continue to repurchase its common stock, as offered by its stockholders from time to time, at its then currently appraised value for amounts similar to those in prior years. However, such purchases are not required and the Company retains the right to discontinue them at any time. Dividends - --------- On March 2, 2005, the Company declared an annual cash dividend on its common stock of $.70 per share or approximately $122.4 million, payable on June 1, 2005, to stockholders of record as of the close of business April 19, 2005. In 2004, the Company paid an annual cash dividend on its common stock of $80.8 million or $.45 per share. Cash requirements - ----------------- In 2005, the cash requirements for current operations, capital expenditures and common stock repurchases are expected to be financed by internally generated funds or liquid assets. Based on the Company's financial position, it is expected that short-term and long-term borrowings would be readily available to support the Company's liquidity requirements if needed. Results of Operations - --------------------- Sales - ----- Sales for the three months ended March 26, 2005, were $5.1 billion as compared with $4.7 billion for the three months ended March 27, 2004, an increase of $491.9 million or a 10.6% increase. The Company estimates that its sales increased approximately $194.3 million or 4.2% from net new supermarkets and approximately $297.6 million or 6.4% in comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets) since the beginning of the first quarter of 2004. Included in comparable store sales is approximately $60.5 million or 1.3% of sales related to the early Easter holiday, which was in the second quarter of 2004. Gross profit - ------------ Gross profit, as a percentage of sales, was approximately 27.2% and 27.0% for the three months ended March 26, 2005 and March 27, 2004, respectively. Gross profit for the three months ended March 26, 2005 remained relatively unchanged as a percentage of sales compared to the three months ended March 27, 2004. Operating and administrative expenses - ------------------------------------- Operating and administrative expenses, as a percentage of sales, were approximately 20.4% and 21.0% for the three months ended March 26, 2005 and March 27, 2004, respectively. The decrease in operating and administrative expenses as a percentage of sales during the three months ended March 26, 2005 was primarily due to decreases in payroll and workers' compensation as a percentage of sales. The Company reviewed its lease accounting policies in connection with the recently issued Securities and Exchange Commission views on this matter. The Company's related lease accounting adjustments had an insignificant effect on the Company's financial condition and results of operations and did not affect cash flows. 7 Net earnings - ------------ Net earnings were $259.1 million or $1.50 per share and $203.4 million or $1.14 per share for the three months ended March 26, 2005 and March 27, 2004, respectively. Forward-Looking Statements - -------------------------- From time to time, certain information provided by the Company, including written or oral statements made by its representatives, may contain forward-looking information as defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking information includes statements about the future performance of the Company, which is based on management's assumptions and beliefs in light of the information currently available to them. When used, the words "plan," "estimate," "project," "intend," "believe" and other similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from those statements including, but not limited to: competitive practices and pricing in the food and drug industries generally and particularly in the Company's principal markets; results of programs to control or reduce costs, improve buying practices and control shrink; results of programs to increase sales, including private-label sales, improve perishable departments and pricing and promotional programs; changes in the general economy; changes in consumer spending; changes in population, employment and job growth in the Company's principal markets; and other factors affecting the Company's business in or beyond the Company's control. These factors include changes in the rate of inflation, changes in state and Federal legislation or regulation, adverse determinations with respect to litigation or other claims, ability to recruit and retain employees, increases in operating costs, including but not limited to labor costs, credit card fees and utility costs, particularly electric utility costs, ability to construct new 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 March 26, 2005, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting. 8 PUBLIX SUPER MARKETS, INC. PART II. OTHER INFORMATION Item 1. Legal Proceedings - ------------------------- As reported in the Company's Form 10-K for the year ended December 25, 2004, 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 - ------------------------------------------------------------------- Issuer Purchases of Equity Securities ------------------------------------- Shares of common stock repurchased by the Company during the three months ended March 26, 2005 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) ------ --------- ----- ----------- ----------- December 26, 2004 through January 29, 2005 439,802 $58.50 N/A N/A January 30, 2005 through February 26, 2005 470,327 58.50 N/A N/A February 27, 2005 through March 26, 2005 804,921 63.79 N/A N/A --------- ------ Total 1,715,050 $60.98 N/A N/A ========= ====== (1) Common stock is made available for sale only to the Company's current employees through the Company's Employee Stock Purchase Plan (ESPP) and 401(k) Plan. In addition, common stock is made available under the Employee Stock Ownership Plan (ESOP). Common stock is also made available for sale to members of the Company's Board of Directors through the Non-Employee Directors Stock Purchase Plan (Directors Plan). The Company currently repurchases common stock subject to certain terms and conditions. The ESPP, 401(k) Plan, ESOP and Directors Plan each contain provisions prohibiting any transfer for value without the owner first offering the common stock to the Company. The Company's common stock is not traded on any public stock exchange. The amount of common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company does not believe that these repurchases of its common stock are within the scope of a publicly announced plan or program (although the terms of the plans discussed above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three months ended March 26, 2005 required to be disclosed in the last two columns of the table. 9 Item 3. Defaults Upon Senior Securities - --------------------------------------- Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders - ----------------------------------------------------------- The Annual Meeting of Stockholders of the Company was held on April 12, 2005, for the purpose of electing a board of directors. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there were no solicitations in opposition to management's solicitation. All nominees for director listed below were elected. The term of office of the directors will be until the next annual meeting or until their successors shall be elected and qualified. Votes For Votes Withheld --------- -------------- Carol Jenkins Barnett 133,005,112 134,734 Hoyt R. Barnett 133,003,126 136,720 Joan G. Buccino 132,811,928 327,918 William E. Crenshaw 132,898,854 240,992 Sherrill W. Hudson 132,822,456 317,390 Charles H. Jenkins, Jr. 133,021,668 118,178 Howard M. Jenkins 133,020,515 119,331 E. Vane McClurg 132,857,058 282,788 Kelly E. Norton 132,828,430 311,416 Maria A. Sastre 132,747,638 392,208 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. 10 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: April 26, 2005 /s/ John A. Attaway, Jr. ------------------------------------------ John A. Attaway, Jr., Secretary Date: April 26, 2005 /s/ David P. Phillips ------------------------------------------ David P. Phillips, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 11 EX-31 3 q12005ex311.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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) 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: April 26, 2005 /s/ Charles H. Jenkins, Jr. - --------------------------- Charles H. Jenkins, Jr. Chief Executive Officer EX-31 4 q12005ex312.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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) 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: April 26, 2005 /s/ David P. Phillips - ------------------------------------- David P. Phillips Chief Financial Officer and Treasurer EX-32 5 q12005ex321.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 March 26, 2005 (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 April 26, 2005 EX-32 6 q12005ex322.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 March 26, 2005 (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 April 26, 2005 -----END PRIVACY-ENHANCED MESSAGE-----