-----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, NHQFiNfLuwi+RxADBsAgwKzDmzM4OVk1wZ7nWcQLy1fGNw3Cfv7Y+D4yfR58Z86g 6qm3J/awfaYNvI+1dKaSOw== 0000081061-06-000084.txt : 20060511 0000081061-06-000084.hdr.sgml : 20060511 20060511153418 ACCESSION NUMBER: 0000081061-06-000084 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20060401 FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 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: 06829944 BUSINESS ADDRESS: STREET 1: 3300 PUBLIX CORPORATE PARKWAY CITY: LAKELAND STATE: FL ZIP: 33811 BUSINESS PHONE: 863-688-1188 MAIL ADDRESS: STREET 1: 3300 PUBLIX CORPORATE PARKWAY CITY: LAKELAND STATE: FL ZIP: 33811 10-Q 1 q12006.txt FORM 10-Q, QUARTER ENDED 4/01/2006 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 April 1, 2006 ------------- 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 0-00981 ------- 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer X Accelerated filer Non-accelerated filer ----- ----- ---- 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 April 28, 2006 was 171,624,840. 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 April 1, 2006 December 31, 2005 ------------- ----------------- (Unaudited) Current assets: Cash and cash equivalents $ 513,489 335,969 Short-term investments 102,124 119,303 Trade receivables 327,824 354,950 Merchandise inventories 1,049,611 1,109,543 Deferred tax assets 80,618 85,475 Prepaid expenses 46,871 42,521 ----------- ---------- Total current assets 2,120,537 2,047,761 ----------- ---------- Long-term investments 1,836,051 1,573,795 Other noncurrent assets 57,605 57,786 Property, plant and equipment 5,647,623 5,575,612 Less accumulated depreciation (2,608,785) (2,527,731) ----------- ---------- Net property, plant and equipment 3,038,838 3,047,881 ----------- ---------- Total assets $ 7,053,031 6,727,223 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 904,190 913,521 Accrued contribution to retirement plans 170,461 349,805 Accrued self-insurance reserves 119,980 119,339 Accrued salaries and wages 117,095 98,629 Federal and state income taxes 200,406 148,352 Other 359,081 181,627 ----------- ---------- Total current liabilities 1,871,213 1,811,273 ----------- ---------- Deferred tax liabilities 260,581 283,979 Self-insurance reserves 243,012 242,449 Accrued postretirement benefit cost 67,843 68,088 Other noncurrent liabilities 120,063 115,660 Stockholders' equity: Common stock of $1 par value. Authorized 300,000,000 shares; issued 172,153,303 shares at April 1, 2006 and 169,388,472 shares at December 31, 2005 172,153 169,388 Additional paid-in capital 1,040,990 818,226 Retained earnings 3,348,923 3,231,816 ----------- ---------- 4,562,066 4,219,430 Less 654,292 treasury shares at April 1, 2006, at cost (52,671) --- Accumulated other comprehensive losses (19,076) (13,656) ----------- ---------- Total stockholders' equity 4,490,319 4,205,774 ----------- ---------- Total liabilities and stockholders' equity $ 7,053,031 6,727,223 =========== ========== 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 April 1, 2006 March 26, 2005 ------------- -------------- (Unaudited) Revenues: Sales $ 5,510,290 5,142,311 Other operating income 40,788 38,162 ------------ ----------- Total revenues 5,551,078 5,180,473 ------------ ----------- Costs and expenses: Cost of merchandise sold 4,010,907 3,744,622 Operating and administrative expenses 1,122,654 1,047,844 ------------ ----------- Total costs and expenses 5,133,561 4,792,466 ------------ ----------- Operating profit 417,517 388,007 ------------ ----------- Investment income, net 26,422 16,117 Other income, net 5,573 6,353 ------------ ----------- Earnings before income tax expense 449,512 410,477 Income tax expense 161,105 151,371 ------------ ----------- Net earnings $ 288,407 259,106 ============ =========== Weighted average number of common shares outstanding 169,934,753 173,145,420 ============ =========== Basic and diluted earnings per common share based on weighted average shares outstanding $ 1.70 1.50 ============ =========== Cash dividends declared per common share $ 1.00 .70 ============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Three Months Ended April 1, 2006 March 26, 2005 ------------- -------------- (Unaudited) Net earnings $ 288,407 259,106 Other comprehensive losses: Unrealized loss on investment securities available-for-sale, net of tax effect of ($3,258) and ($6,025) in 2006 and 2005, respectively (5,187) (9,593) Reclassification adjustment for net realized gain on investment securities available-for-sale, net of tax effect of ($146) and ($1,320) in 2006 and 2005, respectively (233) (2,103) ------------ ----------- Comprehensive earnings $ 282,987 247,410 ============ =========== 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 April 1, 2006 March 26, 2005 ------------- -------------- (Unaudited) Cash flows from operating activities: Cash received from customers $ 5,546,254 5,144,262 Cash paid to employees and suppliers (4,827,739) (4,430,392) Income taxes paid (124,188) (208,719) Payment for self-insured claims (44,520) (41,368) Dividends and interest received 25,974 14,325 Other operating cash receipts 37,627 34,922 Other operating cash payments (917) (757) ------------ ----------- Net cash provided by operating activities 612,491 512,273 ------------ ----------- Cash flows from investing activities: Payment for property, plant and equipment (96,556) (69,698) Proceeds from sale of property, plant and equipment 7,921 6,624 Proceeds from sale-leasebacks 6,247 --- Payment for investment securities - available-for-sale (AFS) (340,812) (214,016) Proceeds from sale and maturity of investment securities - AFS 84,931 68,888 Net proceeds from (payments to) joint ventures and other investments 572 (160) Other, net 5,141 (3,875) ------------ ----------- Net cash used in investing activities (332,556) (212,237) ------------ ----------- Cash flows from financing activities: Payment for acquisition of common stock (163,141) (104,588) Proceeds from sale of common stock 60,857 32,687 Other (131) (131) ------------ ----------- Net cash used in financing activities (102,415) (72,032) ------------ ----------- Net increase in cash and cash equivalents 177,520 228,004 Cash and cash equivalents at beginning of period 335,969 370,288 ------------ ----------- Cash and cash equivalents at end of period $ 513,489 598,292 ============ =========== 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 April 1, 2006 March 26, 2005 ------------- -------------- (Unaudited) Reconciliation of net earnings to net cash provided by operating activities Net earnings $ 288,407 259,106 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 95,657 92,600 Retirement contributions paid or payable in common stock 83,933 76,951 Deferred income taxes (15,137) (19,313) (Gain) loss on sale of property, plant and equipment 3,293 (262) Amortization of deferred income from sale-leasebacks (2,034) (457) Gain on sale of investments (380) (3,423) Self-insurance reserves in excess of current payments 1,204 11,286 Postretirement accruals less than current payments (245) (88) Decrease in advance purchase allowances (538) (533) Other, net (2,976) (1,167) Change in cash from: Trade receivables 27,126 (7,890) Merchandise inventories 59,932 93,071 Prepaid expenses (4,350) (2,404) Accounts payable and accrued expenses 26,545 52,831 Federal and state income taxes 52,054 (38,035) ------------ ----------- Total adjustments 324,084 253,167 ------------ ----------- Net cash provided by operating activities $ 612,491 512,273 ============ =========== 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 2005 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 April 1, 2006 are not necessarily indicative of the results for the entire 2006 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. 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 did not have a material effect on the Company's financial condition, results of operations or cash flows. 5. 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) requires all stock-based compensation awards to be recorded at fair value as an expense in the Company's consolidated financial statements. The adoption of SFAS 123(R) had no effect on the Company's financial condition, results of operations or cash flows. 6. 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 for 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. 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 food industry, operating stores in Florida, Georgia, South Carolina, Alabama and Tennessee. As of April 1, 2006, the Company operated 875 supermarkets, five convenience stores and seven liquor stores. In addition, the Company has a majority position in the Crispers restaurant chain. As of April 1, 2006, Crispers operated 34 restaurants, all located in Florida. Liquidity and Capital Resources - ------------------------------- Cash and cash equivalents and short-term and long-term investments totaled approximately $2,451.7 million as of April 1, 2006, compared to $2,029.1 million as of December 31, 2005. Net cash provided by operating activities - ----------------------------------------- Net cash provided by operating activities was approximately $612.5 million for the three months ended April 1, 2006, as compared with $512.3 million for the three months ended March 26, 2005. As a result of hurricane Wilma that occurred during the fourth quarter of 2005, the Company received an extension on its Federal income tax payment due December 15, 2005 until February 28, 2006. The delay in this tax payment decreased net cash provided by operating activities by $95.0 million during the three months ended April 1, 2006. During 2004, the Company 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 $332.6 million for the three months ended April 1, 2006, as compared with $212.2 million for the three months ended March 26, 2005. The primary use of net cash in investing activities was funding capital expenditures and purchasing investments. During the three months ended April 1, 2006, capital expenditures totaled approximately $96.6 million. These expenditures were incurred in connection with the opening of two new supermarkets (two supermarkets also closed) and remodeling seven supermarkets. Expenditures were also incurred in the expansion of warehouses and new or enhanced information technology applications. 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 11 supermarkets. 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 2006, primarily consisting of new supermarkets, remodeling and expanding certain existing supermarkets, expansion of warehouses, installation of generators at hurricane prone locations, and new or enhanced information technology applications, are expected to be approximately $378.4 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 $102.4 million for the three months ended April 1, 2006, as compared with $72.0 million for the three months ended March 26, 2005. 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 $102.3 million for the three months ended April 1, 2006, as compared with $71.9 million for the three months ended March 26, 2005. 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 15, 2006, the Company declared an annual cash dividend on its common stock of $1.00 per share or approximately $171.3 million, payable on June 1, 2006, to stockholders of record as of the close of business April 21, 2006. In 2005, the Company paid an annual cash dividend on its common stock of $121.9 million or $.70 per share. Cash requirements - ----------------- In 2006, 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 April 1, 2006, were $5.5 billion as compared with $5.1 billion for the three months ended March 26, 2005, an increase of $368.0 million or a 7.2% increase. The Company estimates that its sales increased approximately $113.4 million or 2.2% from net new supermarkets and approximately $254.6 million or 5.0% in comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets) since the beginning of the first quarter of 2005. Additionally, sales for the first quarter of 2006 excluded approximately $62.0 million of sales or 1.2% due to the later Easter holiday which was in the second quarter of 2006. Gross profit - ------------ Gross profit as a percentage of sales was approximately 27.2% for the three months ended April 1, 2006 and March 26, 2005. Operating and administrative expenses - ------------------------------------- Operating and administrative expenses as a percentage of sales were approximately 20.4% for the three months ended April 1, 2006 and March 26, 2005. Payroll and worker's compensation costs decreased as a percentage of sales while other operating expenses increased as a percentage of sales during the three months ended April 1, 2006. Investment income, net - ---------------------- Investment income, net was approximately $26.4 million and $16.1 million for the three months ended April 1, 2006 and March 26, 2005, respectively. The increase in investment income, net was primarily due to higher investment balances, as well as higher interest rates during the three months ended April 1, 2006. 7 Income taxes - ------------ The effective income tax rates were approximately 35.8% and 36.9% for the three months ended April 1, 2006 and March 26, 2005, respectively. The effective income tax rates differ from the expected U.S. Federal statutory rate of 35.0% in both periods due to the impact of state income taxes, partially offset by the Federal benefit of state income taxes, tax exempt interest and dividends paid to ESOP participants. Net earnings - ------------ Net earnings were $288.4 million or $1.70 per share and $259.1 million or $1.50 per share for the three months ended April 1, 2006 and March 26, 2005, 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 supermarkets 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 changes in the Company's internal control over financial reporting during the quarter ended April 1, 2006, 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 31, 2005, 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 April 1, 2006 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) ------ --------- ----- ----------- ----------- January 1, 2006 through February 4, 2006 869,369 $77.25 N/A N/A February 5, 2006 through March 4, 2006 487,756 78.69 N/A N/A March 5, 2006 through April 1, 2006 715,536 80.50 N/A N/A --------- ------ Total 2,072,661 $78.73 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 April 1, 2006 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 (Annual Meeting) of the Company was held on April 18, 2006, for the purpose of electing a board of directors and to approve an amendment to the Restated Articles of Incorporation. 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 124,745,336 520,563 Hoyt R. Barnett 124,748,582 517,317 Joan G. Buccino 124,504,375 761,524 William E. Crenshaw 124,772,305 493,594 Sherrill W. Hudson 124,516,741 749,158 Charles H. Jenkins, Jr. 124,791,972 473,927 Howard M. Jenkins 124,768,245 497,654 E. Vane McClurg 124,324,208 941,691 Kelly E. Norton 124,513,985 751,914 Maria A. Sastre 124,440,915 824,984 Also at the Annual Meeting, the stockholders approved an amendment to the Company's Restated Articles of Incorporation to increase the authorized number of shares of the Company's common stock from 300,000,000 to 1,000,000,000 to allow for a 5-for-1 stock split effective July 1, 2006. The amendment was approved by a vote of 125,103,135 in favor, 87,117 against and 75,647 withheld. Item 5. Other Information - -------------------------- Not Applicable. Item 6. Exhibits - ------------------- 3.1 Composite of the Restated Articles of Incorporation of the Company dated June 25, 1979 as amended by (i) Articles of Amendment dated February 22, 1984, (ii) Articles of Amendment dated June 24, 1992, (iii) Articles of Amendment dated June 4, 1993, and (iv) Articles of Amendment dated April 18, 2006. 3.2 Articles of Amendment of the Restated Articles of Incorporation of the Company dated April 18, 2006. 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: May 11, 2006 /s/ John A. Attaway, Jr. ----------------------------------------- John A. Attaway, Jr., Secretary Date: May 11, 2006 /s/ David P. Phillips ------------------------------------------ David P. Phillips, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 11 EX-3.(I) 3 q12006ex31.txt EX 3.1, COMPOSITE OF THE RESTATED ARTICLES OF INC Exhibit 3.1 This composite of the Restated Articles of Incorporation of Publix Super Markets, Inc. (the Corporation) reflects the provisions of the Corporation's Restated Articles of Incorporation as restated on June 25, 1979 as amended by (i) Articles of Amendment dated February 22, 1984, (ii) Articles of Amendment dated June 24, 1992, (iii) Articles of Amendment dated June 4, 1993, and (iv) Articles of Amendment dated April 18, 2006. COMPOSITE RESTATED ARTICLES OF INCORPORATION OF PUBLIX SUPER MARKETS, INC. Pursuant to Florida Statute 607.194 (1977), PUBLIX SUPER MARKETS, INC., originally incorporated under the name LAKELAND GROCERY COMPANY and whose original Articles of Incorporation were filed with Florida's Secretary of State on December 27, 1921, hereby integrates all of the provisions of its Articles of Incorporation and Amendments thereto which are now in effect and operative as a result of having been previously filed by the Department of State. ARTICLE I --------- The name of this Corporation shall be PUBLIX SUPER MARKETS, INC. and its principal place of business shall be in Lakeland, Polk County, Florida, but it may establish branch places of business in any other city, county or state, and it may change its principal place of business by a majority vote of the stockholders of the Corporation. ARTICLE II ---------- This Corporation is organized for the purpose of transacting any and all lawful business permitted under the Florida General Corporation Act. ARTICLE III ----------- The amount of common capital stock authorized is One Billion Dollars ($1,000,000,000) divided into One Billion (1,000,000,000) shares of stock at a par value of one dollar ($1.00) per share. The holders of common capital stock of this Corporation shall have no preemptive right to subscribe for and purchase their proportionate share of any additional common capital stock issued by this Corporation, from and after the issuance of the shares originally subscribed for by the stockholders of this Corporation, whether such additional shares be issued for cash, property, services or any other consideration and whether or not such shares be presently authorized or be authorized by subsequent amendment to these Articles of Incorporation. The Board of Directors of this Corporation shall have the authority to acquire by purchase and hold from time to time any share of its issued and outstanding common capital stock for such consideration and upon such terms and conditions as the Board of Directors in its discretion shall deem proper and reasonable in the interest of this Corporation. ARTICLE IV ---------- This Corporation shall exist perpetually. ARTICLE V --------- The business or businesses of this Corporation shall be conducted by its officers and Board of Directors, which Board of Directors until changed shall consist of seven persons but the number of Directors may be increased from time to time by an amendment by the Board of Directors of the By-Laws of the Corporation but the number of Directors shall never be less than three. EX-3.(I) 4 q12006ex32.txt EX 3.2, ARTICLES OF AMENDMENT Exhibit 3.2 ARTICLES OF AMENDMENT OF THE RESTATED ARTICLES OF INCORPORATION OF PUBLIX SUPER MARKETS, INC. PUBLIX SUPER MARKETS, INC., a corporation organized and existing under the laws of the State of Florida (the "Corporation"), in order to amend its Restated Articles of Incorporation, in accordance with the requirements of Chapter 607, Florida Statutes, does hereby certify as follows: 1. The Amendment to the existing Restated Articles of Incorporation of Publix Super Markets, Inc. being effected hereby is that resulting from completely deleting Article III of the Restated Articles of Incorporation, as amended through the date hereof, and substituting in its place a new Article III as set forth below. 2. This Amendment to the Restated Articles of Incorporation was approved by the vote of a majority of the stockholders of Publix Super Markets, Inc. on the 18th day of April, 2006. All shares of stock of the Corporation are shares of common stock and there was no group entitled to vote separately. 3. These Articles of Amendment of the Restated Articles of Incorporation shall be effective immediately upon filing by the Secretary of State of the State of Florida and hereafter Article III of the Restated Articles of Incorporation of the Corporation shall read as follows: ************************************** ARTICLE III ----------- The amount of common capital stock authorized is One Billion Dollars ($1,000,000,000) divided into One Billion (1,000,000,000) shares of stock at a par value of one dollar ($1.00) per share. The holders of common capital stock of this Corporation shall have no preemptive right to subscribe for and purchase their proportionate share of any additional common capital stock issued by this Corporation, from and after the issuance of the shares originally subscribed for by the stockholders of this Corporation, whether such additional shares be issued for cash, property, services or any other consideration and whether or not such shares be presently authorized or be authorized by subsequent amendment to these Articles of Incorporation. The Board of Directors of this Corporation shall have the authority to acquire by purchase and hold from time to time any share of its issued and outstanding common capital stock for such consideration and upon such terms and conditions as the Board of Directors in its discretion shall deem proper and reasonable in the interest of this Corporation. ************************************** IN WITNESS WHEREOF, Publix Super Markets, Inc. has caused these Articles of Amendment of Restated Articles of Incorporation to be executed by its President and Secretary this 18th day of April, 2006. PUBLIX SUPER MARKETS, INC. By: /s/ William E. Crenshaw ------------------------------- William E. Crenshaw, President Attest: /s/ John A. Attaway, Jr. ------------------------------- John A. Attaway, Jr., Secretary STATE OF FLORIDA COUNTY OF POLK The foregoing instrument was acknowledged before me this 18th day of April, 2006 by WILLIAM E. CRENSHAW and JOHN A. ATTAWAY, JR., President and Secretary respectively of PUBLIX SUPER MARKETS, INC., a Florida corporation, on behalf of said corporation, who are personally known to me. /s/ Elizabeth S. Whatley -------------------------------- Notary Public - State of Florida Elizabeth S. Whatley MY COMMISSION # DD129720 EXPIRES September 8, 2006 BONDED THRU TROY FAIN INSURANCE, INC. ------------------------------------- Printed Name Commission # Commission Expiration Date EX-31 5 q12006ex311.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: May 11, 2006 /s/ Charles H. Jenkins, Jr. - --------------------------- Charles H. Jenkins, Jr. Chief Executive Officer EX-31 6 q12006ex312.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: May 11, 2006 /s/ David P. Phillips - --------------------- David P. Phillips Chief Financial Officer and Treasurer EX-32 7 q12006ex321.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 April 1, 2006 (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 May 11, 2006 EX-32 8 q12006ex322.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 April 1, 2006 (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 May 11, 2006 -----END PRIVACY-ENHANCED MESSAGE-----