10-Q 1 q22005.txt FORM 10-Q, QUARTER ENDED 6/25/2005 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 June 25, 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 July 21, 2005 was 172,063,822. 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 June 25, 2005 December 25, 2004 ------------- ----------------- (Unaudited) Current assets: Cash and cash equivalents $ 229,198 370,288 Short-term investments 157,199 101,718 Trade receivables 265,325 289,455 Merchandise inventories 987,860 1,054,183 Deferred tax assets 77,602 71,934 Prepaid expenses 19,769 11,804 ---------- ---------- Total current assets 1,736,953 1,899,382 ---------- ---------- Long-term investments 1,224,434 918,443 Other noncurrent assets 22,795 18,372 Property, plant and equipment 5,499,362 5,401,760 Less accumulated depreciation (2,412,904) (2,273,686) ---------- ---------- Net property, plant and equipment 3,086,458 3,128,074 ---------- ---------- Total assets $6,070,640 5,964,271 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 758,148 762,655 Accrued contribution to retirement plans 213,927 290,136 Accrued self-insurance reserves 123,097 115,010 Accrued salaries and wages 136,377 90,069 Federal and state income taxes 8,857 232,478 Other 180,381 187,451 ---------- ---------- Total current liabilities 1,420,787 1,677,799 ---------- ---------- Deferred tax liabilities, net 293,991 313,073 Self-insurance reserves 250,557 240,821 Accrued postretirement benefit cost 67,970 68,101 Other noncurrent liabilities 101,510 78,761 Stockholders' equity: Common stock of $1 par value. Authorized 300,000,000 shares; issued 175,488,534 shares at June 25, 2005 and 172,591,732 shares at December 25, 2004 175,489 172,592 Additional paid-in capital 818,227 630,983 Retained earnings 3,151,653 2,779,592 ---------- ---------- 4,145,369 3,583,167 Less 3,255,312 treasury shares at June 25, 2005, at cost (212,435) --- Accumulated other comprehensive earnings 2,891 2,549 ---------- ---------- Total stockholders' equity 3,935,825 3,585,716 ---------- ---------- Total liabilities and stockholders' equity $6,070,640 5,964,271 ========== ========== See accompanying notes to condensed consolidated financial statements.
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except shares outstanding and per share amounts) Three Months Ended June 25, 2005 June 26, 2004 ------------- ------------- (Unaudited) Revenues: Sales $ 4,812,391 4,495,974 Other operating income 38,536 31,774 ------------ ----------- Total revenues 4,850,927 4,527,748 ------------ ----------- Costs and expenses: Cost of merchandise sold 3,480,729 3,261,978 Operating and administrative expenses 1,021,704 959,187 ------------ ----------- Total costs and expenses 4,502,433 4,221,165 ------------ ----------- Operating profit 348,494 306,583 ------------ ----------- Investment income, net 16,859 6,399 Other income, net 4,797 4,354 ------------ ----------- Earnings before income tax expense 370,150 317,336 Income tax expense 135,246 117,927 ------------ ----------- Net earnings $ 234,904 199,409 ============ =========== Weighted average number of common shares outstanding 173,783,925 178,911,920 ============ =========== Basic and diluted earnings per common share based on weighted average shares outstanding $ 1.35 1.11 ============ =========== Cash dividends paid per common share $ .70 .45 ============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Three Months Ended June 25, 2005 June 26, 2004 ------------- ------------- (Unaudited) Net earnings $ 234,904 199,409 Other comprehensive earnings Unrealized gain (loss) on investment securities available-for-sale, net of tax effect of $7,756 and ($7,160) in 2005 and 2004, respectively 12,350 (11,402) Reclassification adjustment for net realized (gain) loss on investment securities available-for-sale, net of tax effect of ($196) and $257 in 2005 and 2004, respectively (312) 409 ------------ ----------- Comprehensive earnings $ 246,942 188,416 ============ =========== See accompanying notes to condensed consolidated financial statements.
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except shares outstanding and per share amounts) Six Months Ended June 25, 2005 June 26, 2004 ------------- ------------- (Unaudited) Revenues: Sales $ 9,954,702 9,146,422 Other operating income 76,698 64,146 ------------ ----------- Total revenues 10,031,400 9,210,568 ------------ ----------- Costs and expenses: Cost of merchandise sold 7,225,351 6,657,065 Operating and administrative expenses 2,069,548 1,933,590 ------------ ----------- Total costs and expenses 9,294,899 8,590,655 ------------ ----------- Operating profit 736,501 619,913 ------------ ----------- Investment income, net 32,976 12,802 Other income, net 11,150 8,898 ------------ ----------- Earnings before income tax expense 780,627 641,613 Income tax expense 286,617 238,808 ------------ ----------- Net earnings $ 494,010 402,805 ============ =========== Weighted average number of common shares outstanding 173,464,672 178,787,126 ============ =========== Basic and diluted earnings per common share based on weighted average shares outstanding $ 2.85 2.25 ============ =========== Cash dividends paid per common share $ .70 .45 ============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Six Months Ended June 25, 2005 June 26, 2004 ------------- ------------- (Unaudited) Net earnings $ 494,010 402,805 Other comprehensive earnings Unrealized gain (loss) on investment securities available-for-sale, net of tax effect of $1,731 and ($5,674) in 2005 and 2004, respectively 2,757 (9,037) Reclassification adjustment for net realized (gain) loss on investment securities available-for-sale, net of tax effect of ($1,516) and $216 in 2005 and 2004, respectively (2,415) 345 ------------ ----------- Comprehensive earnings $ 494,352 394,113 ============ =========== See accompanying notes to condensed consolidated financial statements.
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts are in thousands) Six Months Ended June 25, 2005 June 26, 2004 ------------- ------------- (Unaudited) Cash flows from operating activities: Cash received from customers $ 9,996,791 9,168,974 Cash paid to employees and suppliers (8,732,346) (8,166,128) Income taxes paid (535,203) (228,208) Payment for self-insured claims (90,701) (87,970) Dividends and interest received 32,590 14,263 Other operating cash receipts 70,176 56,627 Other operating cash payments (3,219) (3,627) ----------- ---------- Net cash provided by operating activities 738,088 753,931 ----------- ---------- Cash flows from investing activities: Payment for property, plant and equipment (152,189) (212,642) Proceeds from sale of property, plant and equipment 9,406 23,729 Proceeds from sale-leasebacks 4,049 14,766 Payment for investment securities - available-for-sale (AFS) (504,669) (266,539) Proceeds from sale and maturity of investment securities - AFS 138,970 42,896 Net proceeds from (payments to) joint ventures and other investments 4,014 (8,185) Other, net (4,833) (586) ----------- ---------- Net cash used in investing activities (505,252) (406,561) ----------- ---------- Cash flows from financing activities: Payment for acquisition of common stock (309,320) (312,117) Proceeds from sale of common stock 57,474 38,197 Dividends paid (121,949) (80,764) Other, net (131) (131) ----------- ---------- Net cash used in financing activities (373,926) (354,815) ----------- ---------- Net decrease in cash and cash equivalents (141,090) (7,445) ----------- ---------- Cash and cash equivalents at beginning of period 370,288 277,072 ----------- ---------- Cash and cash equivalents at end of period $ 229,198 269,627 =========== ========== See accompanying notes to condensed consolidated financial statements.
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Amounts are in thousands) Six Months Ended June 25, 2005 June 26, 2004 ------------- ------------- (Unaudited) Reconciliation of net earnings to net cash provided by operating activities Net earnings $494,010 402,805 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 184,157 182,540 Retirement contributions paid or payable in common stock 146,582 121,403 Deferred income taxes (24,965) 1,033 Loss on sale of property, plant and equipment 652 11,458 Amortization of deferred income from sale-leasebacks (928) (747) (Gain) loss on sale of investments (3,931) 561 Self-insurance reserves in excess of current payments 17,823 24,201 Postretirement accruals less than current payments (131) (57) Decrease in advance purchase allowances (1,092) (710) Other, net 1,529 3,013 Change in cash from: Trade receivables 24,130 6,035 Merchandise inventories 66,323 (13,252) Prepaid expenses (7,965) (6,325) Accounts payable and accrued expenses 65,515 12,406 Federal and state income taxes (223,621) 9,567 -------- ------- Total adjustments 244,078 351,126 -------- ------- Net cash provided by operating activities $738,088 753,931 ======== ======= See accompanying notes to condensed consolidated financial statements.
5 PUBLIX SUPER MARKETS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are necessary for the fair statement of results for the interim period. These condensed consolidated financial statements should be read in conjunction with the fiscal 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 and six months ended June 25, 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 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 currently have any stock-based employee compensation subject to SFAS 123(R). Therefore, the adoption of SFAS 123(R) is not expected to have an effect on the Company's financial condition, results of operations or cash flows. 7. In May 2005, the FASB issued Statement of Financial Accounting Standard No. 154, "Accounting Changes and Error Corrections," (SFAS 154) effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. SFAS 154 replaces APB Opinion 20 and SFAS 3. Among other changes, SFAS 154 requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impractical to determine either the periods-specific effects or the cumulative effect of the change. SFAS 154 also requires that a change in depreciation, amortization, or depletion method for long-lived non-financial assets be accounted for as a change in accounting estimate effected by a change in accounting principle. The adoption of SFAS 154 will only affect the Company's financial condition or results of operations if it has such changes or corrections of errors in the future. 6 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 June 25, 2005, the Company operated 854 supermarkets, six convenience stores and five liquor stores. In addition, the Company has a majority position in the Crispers restaurant chain. As of June 25, 2005, Crispers operated 30 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 opened during the second quarter 2005. Liquidity and Capital Resources ------------------------------- Cash and cash equivalents and short-term and long-term investments totaled approximately $1,610.8 million at June 25, 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 $738.1 million for the six months ended June 25, 2005, as compared with $753.9 million for the six months ended June 26, 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 six months ended June 25, 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 $505.3 million for the six months ended June 25, 2005, as compared with $406.6 million for the six months ended June 26, 2004. The primary use of net cash in investing activities was purchasing investments and funding capital expenditures. During the six months ended June 25, 2005, capital expenditures totaled approximately $152.2 million. These expenditures were primarily incurred in connection with the opening of four net new supermarkets (11 new supermarkets opened and seven supermarkets closed) and remodeling or expanding 21 supermarkets. Net new supermarkets added an additional 0.2 million square feet in the six months ended June 25, 2005, a 0.6% increase. Expenditures were also incurred in the expansion of warehouses and new or enhanced information technology applications. During the six months ended June 26, 2004, capital expenditures totaled approximately $212.6 million. These expenditures were primarily incurred in connection with the opening of 21 net new supermarkets (28 new supermarkets opened and seven supermarkets closed) and remodeling or expanding 36 supermarkets. Net new supermarkets added an additional 0.9 million square feet in the six months ended June 26, 2004, a 2.5% 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 $197.8 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. 7 Net cash used in financing activities ------------------------------------- Net cash used in financing activities was approximately $373.9 million for the six months ended June 25, 2005, as compared with $354.8 million for the six months ended June 26, 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 $251.8 million for the six months ended June 25, 2005, as compared with $273.9 million for the six months ended June 26, 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 --------- The Company paid an annual cash dividend on its common stock of $.70 per share or approximately $121.9 million 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 $.45 per share or approximately $80.8 million. 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 quarter ended June 25, 2005 were $4.8 billion, as compared with $4.5 billion for the quarter ended June 26, 2004, an increase of $316.4 million or a 7.0% increase. The Company estimates that its sales increased approximately $145.6 million or 3.2% from net new supermarkets and approximately $170.8 million or 3.8% in comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). The Company estimates that comparable store sales for the second quarter ended June 25, 2005 were negatively impacted by approximately $60.5 million or 1.3% of sales as a result of the early Easter holiday, which was in the first quarter of 2005 and the second quarter of 2004. Sales for the six months ended June 25, 2005 were $10.0 billion, as compared with $9.1 billion for the six months ended June 26, 2004, an increase of $808.3 million or an 8.8% increase. This reflects an increase of approximately $341.8 million or 3.7% from net new supermarkets and an increase of approximately $466.5 million or 5.1% in comparable store sales. Gross profit ------------ Gross profit, as a percentage of sales, was approximately 27.7% and 27.4% for the three months ended June 25, 2005 and June 26, 2004, respectively. These gross profit percentages were approximately 27.4% and 27.2% for the six months ended June 25, 2005 and June 26, 2004, respectively. Gross profit for the three months and six months ended June 25, 2005 remained relatively unchanged as a percentage of sales compared to the three months and six months ended June 26, 2004. Operating and administrative expenses ------------------------------------- Operating and administrative expenses, as a percentage of sales, were approximately 21.2% and 21.3% for the three months ended June 25, 2005 and June 26, 2004, respectively. The operating and administrative expenses, as a percentage of sales, were approximately 20.8% and 21.1% for the six months ended June 25, 2005 and June 26, 2004, respectively. The decrease in operating and administrative expenses 8 as a percentage of sales during the six months ended June 25, 2005 was primarily due to decreases in payroll and workers' compensation, partially offset by increases in certain other employee benefit costs as a percentage of sales. Net earnings ------------ Net earnings were $234.9 million or $1.35 per share and $199.4 million or $1.11 per share for the three months ended June 25, 2005 and June 26, 2004, respectively. Net earnings were $494.0 million or $2.85 per share and $402.8 million or $2.25 per share for the six months ended June 25, 2005 and June 26, 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 improve pricing and promotional efforts; changes in the general economy; changes in consumer spending; changes in population, employment and job growth in the Company's principal markets; and other factors affecting the Company's business in or beyond the Company's control. These factors include changes in the rate of inflation, changes in state and Federal legislation or regulation, adverse determinations with respect to litigation or other claims, ability to recruit and retain employees, increases in operating costs, including but not limited to labor costs, credit card fees and utility costs, particularly electric utility costs, ability to construct new 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 June 25, 2005, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting. 9 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 June 25, 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) ------ --------- ----- ----------- ----------- March 27, 2005 through April 30, 2005 1,200,757 $64.00 N/A N/A May 1, 2005 through May 28, 2005 801,688 66.50 N/A N/A May 29, 2005 through June 25, 2005 1,121,368 66.50 N/A N/A --------- ------ Total 3,123,813 $65.54 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 June 25, 2005 required to be disclosed in the last two columns of the table. 10 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. 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PUBLIX SUPER MARKETS, INC. Date: August 4, 2005 /s/ John A. Attaway, Jr. ------------------------------------------ John A. Attaway, Jr., Secretary Date: August 4, 2005 /s/ David P. Phillips ------------------------------------------ David P. Phillips, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 12