-----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, P/PHqXzF0khZrRNorDXMSb505/F/B+WD12UPVYsUeT+igO3AHjjVOueRHQHkWxwI s1sGdrHKuSLL5Mhu1uNiyw== 0000081061-05-000116.txt : 20051103 0000081061-05-000116.hdr.sgml : 20051103 20051103141010 ACCESSION NUMBER: 0000081061-05-000116 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050924 FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 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: 051176317 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 q32005.txt FORM 10-Q, QUARTER ENDED 9/24/2005 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 September 24, 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 -------- ------- Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X -------- ------- The number of shares outstanding of the Registrant's common stock, $1.00 par value, as of October 20, 2005 was 170,073,194. 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 September 24, 2005 December 25, 2004 ------------------ ----------------- (Unaudited) Current assets: Cash and cash equivalents $ 240,471 370,288 Short-term investments 156,692 101,718 Trade receivables 296,253 289,455 Merchandise inventories 1,034,055 1,054,183 Deferred tax assets 87,003 71,934 Prepaid expenses 17,770 11,804 ---------- ---------- Total current assets 1,832,244 1,899,382 ---------- ---------- Long-term investments 1,356,387 918,443 Other noncurrent assets 28,719 18,372 Property, plant and equipment 5,541,204 5,401,760 Less accumulated depreciation (2,466,705) (2,273,686) ---------- ---------- Net property, plant and equipment 3,074,499 3,128,074 ---------- ---------- Total assets $6,291,849 5,964,271 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 822,107 762,655 Accrued contribution to retirement plans 269,281 290,136 Accrued self-insurance reserves 125,319 115,010 Accrued salaries and wages 161,625 90,069 Federal and state income taxes 8,553 232,478 Other 217,167 187,451 ---------- ---------- Total current liabilities 1,604,052 1,677,799 ---------- ---------- Deferred tax liabilities 280,525 313,073 Self-insurance reserves 252,433 240,821 Accrued postretirement benefit cost 68,097 68,101 Other noncurrent liabilities 107,875 78,761 Stockholders' equity: Common stock of $1 par value. Authorized 300,000,000 shares; issued 175,488,534 shares at September 24, 2005 and 172,591,732 shares at December 25, 2004 175,489 172,592 Additional paid-in capital 818,227 630,983 Retained earnings 3,351,923 2,779,592 ---------- ---------- 4,345,639 3,583,167 Less 5,277,327 treasury shares at September 24, 2005, at cost (358,290) --- Accumulated other comprehensive earnings (8,482) 2,549 ---------- ---------- Total stockholders' equity 3,978,867 3,585,716 ---------- ---------- Total liabilities and stockholders' equity $6,291,849 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 September 24, 2005 September 25, 2004 ------------------ ------------------ (Unaudited) Revenues: Sales $ 4,896,702 4,631,622 Other operating income 37,414 31,109 ------------ ----------- Total revenues 4,934,116 4,662,731 ------------ ----------- Costs and expenses: Cost of merchandise sold 3,615,243 3,421,209 Operating and administrative expenses 1,032,406 970,734 ------------ ----------- Total costs and expenses 4,647,649 4,391,943 ------------ ----------- Operating profit 286,467 270,788 ------------ ----------- Investment income, net 20,521 10,861 Other income, net 6,750 6,452 ------------ ----------- Earnings before income tax expense 313,738 288,101 Income tax expense 113,468 104,390 ------------ ----------- Net earnings $ 200,270 183,711 ============ =========== Weighted average number of common shares outstanding 171,573,559 176,119,840 ============ =========== Basic and diluted earnings per common share based on weighted average shares outstanding $ 1.17 1.04 ============ =========== Cash dividends paid per common share none none
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Three Months Ended September 24, 2005 September 25, 2004 ------------------ ------------------ (Unaudited) Net earnings $ 200,270 183,711 Other comprehensive earnings Unrealized (loss) gain on investment securities available-for-sale, net of tax effect of ($7,025) and $6,267 in 2005 and 2004, respectively (11,186) 9,979 Reclassification adjustment for net realized gain on investment securities available-for-sale, net of tax effect of ($118) and ($1,096) in 2005 and 2004, respectively (187) (1,745) ------------ ----------- Comprehensive earnings $ 188,897 191,945 ============ =========== 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) Nine Months Ended September 24, 2005 September 25, 2004 ------------------ ------------------ (Unaudited) Revenues: Sales $ 14,851,404 13,778,044 Other operating income 114,112 95,255 ------------ ----------- Total revenues 14,965,516 13,873,299 ------------ ----------- Costs and expenses: Cost of merchandise sold 10,840,594 10,078,274 Operating and administrative expenses 3,101,954 2,904,324 ------------ ----------- Total costs and expenses 13,942,548 12,982,598 ------------ ----------- Operating profit 1,022,968 890,701 ------------ ----------- Investment income, net 53,497 23,663 Other income, net 17,900 15,350 ------------ ----------- Earnings before income tax expense 1,094,365 929,714 Income tax expense 400,085 343,198 ------------ ----------- Net earnings $ 694,280 586,516 ============ =========== Weighted average number of common shares outstanding 172,834,301 177,892,285 ============ =========== Basic and diluted earnings per common share based on weighted average shares outstanding $ 4.02 3.29 ============ =========== Cash dividends paid per common share $ .70 .45 ============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Nine Months Ended September 24, 2005 September 25, 2004 ------------------ ------------------ (Unaudited) Net earnings $ 694,280 586,516 Other comprehensive earnings Unrealized (loss) gain on investment securities available-for-sale, net of tax effect of ($5,294) and $593 in 2005 and 2004, respectively (8,429) 942 Reclassification adjustment for net realized gain on investment securities available-for-sale, net of tax effect of ($1,634) and ($880) in 2005 and 2004, respectively (2,602) (1,400) ------------ ----------- Comprehensive earnings $ 683,249 586,058 ============ =========== 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) Nine Months Ended September 24, 2005 September 25, 2004 ------------------ ------------------ (Unaudited) Cash flows from operating activities: Cash received from customers $ 14,872,702 13,773,883 Cash paid to employees and suppliers (13,083,852) (12,168,077) Income taxes paid (664,699) (237,297) Payment for self-insured claims (142,625) (137,002) Dividends and interest received 51,423 23,397 Other operating cash receipts 104,262 84,202 Other operating cash payments (5,842) (6,189) ------------ ----------- Net cash provided by operating activities 1,131,369 1,332,917 ------------ ----------- Cash flows from investing activities: Payment for property, plant and equipment (237,985) (316,111) Proceeds from sale of property, plant and equipment 10,026 36,055 Proceeds from sale-leasebacks 4,050 18,217 Payment for investment securities - available-for-sale (AFS) (761,688) (414,609) Proceeds from sale and maturity of investment securities - AFS 243,903 112,697 Net proceeds from (payments to) joint ventures and other investments 11,238 (2,835) Other, net (10,949) (862) ------------ ----------- Net cash used in investing activities (741,405) (567,448) ------------ ----------- Cash flows from financing activities: Payment for acquisition of common stock (490,097) (478,585) Proceeds from sale of common stock 92,396 60,493 Dividends paid (121,949) (80,764) Other, net (131) (131) ------------ ----------- Net cash used in financing activities (519,781) (498,987) ------------ ----------- Net (decrease) increase in cash and cash equivalents (129,817) 266,482 ------------ ----------- Cash and cash equivalents at beginning of period 370,288 277,072 ------------ ----------- Cash and cash equivalents at end of period $ 240,471 543,554 ============ =========== See accompanying notes to condensed consolidated financial statements.
(Continued) 4
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Amounts are in thousands) Nine Months Ended September 24, 2005 September 25, 2004 ------------------ ------------------ (Unaudited) Reconciliation of net earnings to net cash provided by operating activities Net earnings $ 694,280 586,516 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 277,144 276,152 Retirement contributions paid or payable in common stock 205,987 175,922 Deferred income taxes (40,689) 7,323 Loss on sale of property, plant and equipment 4,992 12,896 Amortization of deferred income from sale-leasebacks (4,783) (1,434) Gain on sale of investments (4,236) (2,280) Self-insurance reserves in excess of current payments 21,921 35,089 Postretirement accruals less than current payments (4) (53) Decrease in advance purchase allowances (1,478) (1,014) Other, net 6,149 6,483 Change in cash from: Trade receivables (6,798) (30,738) Merchandise inventories 20,128 28,270 Prepaid expenses (5,966) (5,355) Accounts payable and accrued expenses 188,647 146,562 Federal and state income taxes (223,925) 98,578 ---------- --------- Total adjustments 437,089 746,401 ---------- --------- Net cash provided by operating activities $1,131,369 1,332,917 ========== ========= 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 nine months ended September 24, 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 period-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 8. In June 2005, the Emerging Issues Task Force (EITF) issued EITF Issue No. 05-6, "Determining the Amortization Period for Leasehold Improvements Purchased After Lease Inception or Acquired in a Business Combination," (EITF No. 05-6) effective for periods beginning after June 29, 2005. EITF No. 05-6 requires that leasehold improvements acquired in a business combination be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals deemed to be reasonably assured at the date of acquisition. EITF No. 05-6 also requires that leasehold improvements that are placed in service significantly after and not contemplated at or near the beginning of the lease term shall be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date of acquisition. The adoption of EITF No. 05-6 is not expected to have a material 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 - ------------- Overview - -------- The Company is primarily engaged in the retail supermarket business, operating stores in Florida, Georgia, South Carolina, Alabama and Tennessee. As of September 24, 2005, the Company operated 864 supermarkets, six convenience stores and five liquor stores. In addition, the Company has a majority position in the Crispers restaurant chain. As of September 24, 2005, Crispers operated 33 restaurants, all located in Florida. Liquidity and Capital Resources - ------------------------------- Cash and cash equivalents and short-term and long-term investments totaled approximately $1,753.6 million at September 24, 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 $1,131.4 million for the nine months ended September 24, 2005, as compared with $1,332.9 million for the nine months ended September 25, 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 nine months ended September 24, 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 $741.4 million for the nine months ended September 24, 2005, as compared with $567.4 million for the nine months ended September 25, 2004. The primary use of net cash in investing activities was purchasing investments and funding capital expenditures. During the nine months ended September 24, 2005, capital expenditures totaled approximately $238.0 million. These expenditures were primarily incurred in connection with the opening of 14 net new supermarkets (22 new supermarkets opened and eight supermarkets closed) and remodeling or expanding 29 supermarkets. Net new supermarkets added an additional 0.6 million square feet in the nine months ended September 24, 2005, a 1.6% increase. Expenditures were also incurred in the expansion of warehouses and new or enhanced information technology applications. During the nine months ended September 25, 2004, capital expenditures totaled approximately $316.1 million. These expenditures were primarily incurred in connection with the opening of 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. 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 $87.0 million. This capital program is subject to continuing change and review. In the normal course of operations, the Company replaces supermarkets and closes supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not expected to be material. 8 Net cash used in financing activities - ------------------------------------- Net cash used in financing activities was approximately $519.8 million for the nine months ended September 24, 2005, as compared with $499.0 million for the nine months ended September 25, 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 (ESOP) and Non-Employee Directors Stock Purchase Plan. Net common stock repurchases totaled approximately $397.7 million for the nine months ended September 24, 2005, as compared with $418.1 million for the nine months ended September 25, 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 September 24, 2005 were $4.9 billion, as compared with $4.6 billion for the quarter ended September 25, 2004, an increase of $265.1 million or a 5.7% increase. Sales increased approximately $158.6 million or 3.4% from net new supermarkets and approximately $106.5 million or 2.3% from comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). The Company estimates that sales for the third quarter ended September 25, 2004 were positively impacted by approximately $189.0 million as a result of the unprecedented four major hurricanes the Company and the State of Florida experienced during 2004. If sales for the quarter ended September 25, 2004 had not been positively impacted by the hurricanes, the reported 2.3% increase in comparable store sales for the quarter ended September 24, 2005 would have been 6.7%. Sales for the nine months ended September 24, 2005 were $14.9 billion, as compared with $13.8 billion for the nine months ended September 25, 2004, an increase of $1,073.4 million or a 7.8% increase. Sales increased approximately $494.7 million or 3.6% from net new supermarkets and approximately $578.7 million or 4.2% from comparable store sales. If sales for the nine months ended September 25, 2004 had not been positively impacted by the hurricanes discussed above, the reported 4.2% increase in comparable store sales for the nine months ended September 24, 2005 would have been 5.6%. Gross profit - ------------ Gross profit, as a percentage of sales, was approximately 26.2% and 26.1% for the three months ended September 24, 2005 and September 25, 2004, respectively. These gross profit percentages were approximately 27.0% and 26.9% for the nine months ended September 24, 2005 and September 25, 2004, respectively. Gross profit, as a percentage of sales, for the three months and nine months ended September 24, 2005 remained essentially unchanged compared to the three months and nine months ended September 25, 2004. 9 Operating and administrative expenses - ------------------------------------- Operating and administrative expenses, as a percentage of sales, were approximately 21.1% and 21.0% for the three months ended September 24, 2005 and September 25, 2004, respectively. The operating and administrative expenses, as a percentage of sales, were approximately 20.9% and 21.1% for the nine months ended September 24, 2005 and September 25, 2004, respectively. The decrease in operating and administrative expenses as a percentage of sales during the nine months ended September 24, 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. Investment income, net - ---------------------- Investment income, net was approximately $20.5 million and $10.9 million for the three months ended September 24, 2005 and September 25, 2004, respectively. Investment income, net was approximately $53.5 million and $23.7 million for the nine months ended September 24, 2005 and September 25, 2004, respectively. The increase in investment income, net was primarily due to higher average balances of short-term and long-term investments, as well as higher interest rates during the three months and nine months ended September 24, 2005. Income taxes - ------------ The effective income tax rate was approximately 36.2% for the three months ended September 24, 2005 and September 25, 2004, respectively. The effective income tax rates were approximately 36.6% and 36.9% for the nine months ended September 24, 2005 and September 25, 2004, respectively. The decrease in the effective tax rate is a result of increases in tax exempt interest and dividends paid to ESOP participants. Net earnings - ------------ Net earnings were $200.3 million or $1.17 per share and $183.7 million or $1.04 per share for the three months ended September 24, 2005 and September 25, 2004, respectively. Net earnings were $694.3 million or $4.02 per share and $586.5 million or $3.29 per share for the nine months ended September 24, 2005 and September 25, 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. 10 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 24, 2005, 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 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 September 24, 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) ------ --------- ----- ----------- ----------- June 26, 2005 through July 30, 2005 287,123 $66.50 N/A N/A July 31, 2005 through August 27, 2005 1,259,186 72.75 N/A N/A August 28, 2005 through September 24, 2005 963,228 72.75 N/A N/A --------- ------ Total 2,509,537 $72.04 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 September 24, 2005 required to be disclosed in the last two columns of the table. 12 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 3, 2005 /s/ John A. Attaway, Jr. ------------------------------------------ John A. Attaway, Jr., Secretary Date: November 3, 2005 /s/ David P. Phillips ------------------------------------------ David P. Phillips, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 13 EX-31 3 q32005ex311.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: November 3, 2005 /s/ Charles H. Jenkins, Jr. - --------------------------- Charles H. Jenkins, Jr. Chief Executive Officer EX-31 4 q32005ex312.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: November 3, 2005 /s/ David P. Phillips - ------------------------------------- David P. Phillips Chief Financial Officer and Treasurer EX-32 5 q32005ex321.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 24, 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 November 3, 2005 EX-32 6 q32005ex322.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 24, 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 November 3, 2005 -----END PRIVACY-ENHANCED MESSAGE-----