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 26, 2004
-------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period
from ____________ to ______________
Commission File Number 0-981
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PUBLIX SUPER MARKETS, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Florida 59-0324412
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3300 Airport Road
Lakeland, Florida 33811
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (863) 688-1188
--------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _______
--------
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No _______
--------
The number of shares outstanding of the Registrant's common stock, $1.00 par
value, as of July 30, 2004 was 176,584,979.
Page 1 of 13 pages
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts are in thousands, except share amounts)
ASSETS
June 26, 2004 December 27, 2003
------------- -----------------
(Unaudited)
Current Assets
- --------------
Cash and cash equivalents $ 269,627 277,072
Short-term investments 32,280 16,661
Trade receivables 235,066 241,101
Merchandise inventories 994,708 981,456
Deferred tax assets 73,952 55,479
Prepaid expenses 16,103 9,778
---------- ----------
Total Current Assets 1,621,736 1,581,547
---------- ----------
Long-term investments 564,437 380,852
Other noncurrent assets 17,949 1,119
Property, plant and equipment 5,288,764 5,140,811
Less accumulated depreciation (2,106,628) (1,953,612)
---------- ----------
Net property, plant and equipment 3,182,136 3,187,199
---------- ----------
Total Assets $5,386,258 5,150,717
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Accounts payable $ 685,068 724,228
Accrued contribution to retirement plans 174,831 244,848
Accrued salaries and wages 125,282 76,050
Accrued self-insurance reserves 137,797 123,462
Federal and state income taxes 22,075 12,508
Other 181,784 190,510
---------- ----------
Total Current Liabilities 1,326,837 1,371,606
---------- ----------
Deferred tax liabilities, net 298,506 284,458
Self-insurance reserves 217,895 202,737
Accrued postretirement benefit cost 67,903 67,960
Other noncurrent liabilities 68,315 54,646
Stockholders' Equity
- --------------------
Common stock of $1 par value. Authorized
300,000,000 shares; issued 180,929,954
shares at June 26, 2004 and 178,369,413
shares at December 27, 2003 180,930 178,369
Additional paid-in capital 630,981 494,154
Retained earnings 2,814,066 2,492,759
---------- ----------
3,625,977 3,165,282
Less 4,129,193 treasury shares
at June 26, 2004, at cost (214,511) ---
Accumulated other comprehensive earnings (4,664) 4,028
---------- ----------
Total Stockholders' Equity 3,406,802 3,169,310
---------- ----------
Total Liabilities and Stockholders'
Equity $5,386,258 5,150,717
========== ==========
See accompanying notes to condensed consolidated financial statements.
-2-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
Three Months Ended
June 26, 2004 June 28, 2003
------------- -------------
(Unaudited)
Revenues
- --------
Sales $ 4,498,617 4,090,070
Other operating income 34,278 33,795
------------ -----------
Total revenues 4,532,895 4,123,865
------------ -----------
Costs and expenses
- ------------------
Cost of merchandise sold 3,267,007 2,978,802
Operating and administrative expenses 959,305 898,970
------------ -----------
Total costs and expenses 4,226,312 3,877,772
------------ -----------
Operating profit 306,583 246,093
------------ -----------
Investment income, net 6,399 5,710
Other income, net 4,354 4,464
------------ -----------
Earnings before income tax expense 317,336 256,267
Income tax expense 117,927 94,757
------------ -----------
Net earnings $ 199,409 161,510
============ ===========
Weighted average number of common
shares outstanding 178,911,920 186,515,735
============ ===========
Basic and diluted earnings per common
share based on weighted average shares
outstanding $ 1.11 .87
============ ===========
Cash dividends paid per common share $ .45 .40
============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Three Months Ended
June 26, 2004 June 28, 2003
------------- -------------
(Unaudited)
Net earnings $ 199,409 161,510
Other comprehensive earnings
Unrealized (loss) gain on investment
securities available-for-sale,
net of tax effect of ($7,160) and
$3,360 in 2004 and 2003, respectively (11,402) 5,350
Reclassification adjustment for net
realized loss (gain) on investment
securities available-for-sale, net
of tax effect of $257 and ($62)
in 2004 and 2003, respectively 409 (98)
------------ -----------
Comprehensive earnings $ 188,416 166,762
============ ===========
See accompanying notes to condensed consolidated financial statements.
-3-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
Six Months Ended
June 26, 2004 June 28, 2003
------------- -------------
(Unaudited)
Revenues
- --------
Sales $ 9,156,202 8,394,284
Other operating income 64,146 62,595
------------ -----------
Total revenues 9,220,348 8,456,879
------------ -----------
Costs and expenses
- ------------------
Cost of merchandise sold 6,665,901 6,116,718
Operating and administrative expenses 1,934,534 1,806,675
------------ -----------
Total costs and expenses 8,600,435 7,923,393
------------ -----------
Operating profit 619,913 533,486
------------ -----------
Investment income, net 12,802 10,902
Other income, net 8,898 9,973
------------ -----------
Earnings before income tax expense 641,613 554,361
Income tax expense 238,808 205,743
------------ -----------
Net earnings $ 402,805 348,618
============ ===========
Weighted average number of common
shares outstanding 178,787,126 187,514,571
============ ===========
Basic and diluted earnings per common
share based on weighted average shares
outstanding $ 2.25 1.86
============ ===========
Cash dividends paid per common share $ .45 .40
============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Six Months Ended
June 26, 2004 June 28, 2003
------------- -------------
(Unaudited)
Net earnings $ 402,805 348,618
Other comprehensive earnings
Unrealized (loss) gain on investment
securities available-for-sale,
net of tax effect of ($5,674) and
$4,474 in 2004 and 2003, respectively (9,037) 7,125
Reclassification adjustment for net
realized loss (gain) on investment
securities available-for-sale, net
of tax effect of $216 and ($33)
in 2004 and 2003, respectively 345 (53)
------------ -----------
Comprehensive earnings $ 394,113 355,690
============ ===========
See accompanying notes to condensed consolidated financial statements.
-4-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)
Six Months Ended
June 26, 2004 June 28, 2003
------------- -------------
(Unaudited)
Cash flows from operating activities
- ------------------------------------
Cash received from customers $ 9,175,460 8,406,720
Cash paid to employees and suppliers (8,142,621) (7,389,634)
Dividends and interest received 15,010 11,380
Income taxes paid (228,208) (203,781)
Payment for self-insured claims (103,944) (100,315)
Other operating cash receipts 56,627 53,260
Other operating cash payments (3,627) (4,219)
------------ ----------
Net cash provided by operating
activities 768,697 773,411
------------ ----------
Cash flows from investing activities
- ------------------------------------
Payment for property, plant and
equipment (218,665) (287,633)
Proceeds from sale of property, plant
and equipment 29,752 7,499
Payment for investment securities -
available-for-sale (AFS) (266,539) (147,811)
Proceeds from sale and maturity of
investment securities - AFS 42,896 117,433
Net (payments) proceeds to/from joint
ventures and other investments (8,185) 9,983
Other, net (586) (190)
------------ ----------
Net cash used in investing activities (421,327) (300,719)
------------ ----------
Cash flows from financing activities
- ------------------------------------
Proceeds from sale of common stock 38,197 31,812
Payment for acquisition of common stock (312,117) (426,515)
Dividends paid (80,764) (75,455)
Other, net (131) (131)
------------ ----------
Net cash used in financing activities (354,815) (470,289)
------------ ----------
Net (decrease) increase in cash and
cash equivalents (7,445) 2,403
------------ ----------
Cash and cash equivalents at beginning
of period 277,072 207,523
------------ ----------
Cash and cash equivalents at end of period $ 269,627 209,926
============ ==========
See accompanying notes to condensed consolidated financial statements. (Continued)
-5-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts are in thousands)
Six Months Ended
June 26, 2004 June 28, 2003
------------- -------------
(Unaudited)
Reconciliation of net earnings to net cash
provided by operating activities
Net earnings $ 402,805 348,618
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 182,540 170,147
Retirement contributions payable in
common stock 121,403 117,571
Deferred income taxes 1,033 12,426
Loss on sale of property, plant and
equipment 11,458 6,236
Loss (gain) on sale of investments 561 (86)
Self-insurance reserves in excess of
current payments 29,493 24,266
Postretirement accruals less than
current payments (57) (887)
Decrease in advance purchase allowances (710) (1,544)
Other, net 1,647 564
Change in cash from:
Trade receivables 6,035 (4,144)
Merchandise inventories (13,252) 21,803
Prepaid expenses (6,325) (11,886)
Accounts payable and accrued expenses 22,499 100,791
Federal and state income taxes 9,567 (10,464)
---------- -------
Total adjustments 365,892 424,793
---------- -------
Net cash provided by operating activities $ 768,697 773,411
========== =======
See accompanying notes to condensed consolidated financial statements.
-6-
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying condensed consolidated financial statements included herein
are unaudited; however, in the opinion of management, such information
reflects all adjustments (consisting solely of normal recurring adjustments)
which are necessary for the fair statement of results for the interim period.
These condensed consolidated financial statements should be read in
conjunction with the fiscal 2003 Form 10-K Annual Report of the Company.
2. Due to the seasonal nature of the Company's business, the results for the
three months and six months ended June 26, 2004 are not necessarily
indicative of the results for the entire 2004 fiscal year.
3. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
as of the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
4. Certain 2003 amounts have been reclassified to conform with the 2004
presentation.
5. In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, "Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51" (FIN 46). FIN 46 addresses the consolidation of
entities whose equity holders (a) have not provided sufficient equity at risk
to allow the entity to finance its own activities or (b) do not possess
certain characteristics of a controlling financial interest. FIN 46 requires
the consolidation of these entities, known as variable interest entities
(VIEs), by the primary beneficiary of the entity. The primary beneficiary is
the entity, if any, that is subject to a majority of the risk of loss from
the VIEs' activities, entitled to receive a majority of the VIEs' residual
returns, or both. In December 2003, the FASB issued FIN 46(R), "Consolidation
of Variable Interest Entities," which represents a revision to FIN 46. FIN
46(R) provided clarifications to FIN 46 and excluded certain entities from
its scope. The requirements of FIN 46(R) for entities commonly referred to as
special-purpose entities (SPEs) are effective for periods ending after
December 15, 2003. The requirements for all other types of entities are
effective for periods ending after March 15, 2004. The Company does not have
any entities classified as VIEs or SPEs; therefore, the adoption of FIN 46(R)
had no effect on the Company's financial condition, results of operations or
cash flows.
-7-
PUBLIX SUPER MARKETS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
- --------------------------------------------------------------------------------
Results of Operations
- ---------------------
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents and short-term and long-term investments totaled
approximately $866.3 million at June 26, 2004, compared to $625.7 million at
June 28, 2003. Net cash provided by operating activities was approximately
$768.7 million for the six months ended June 26, 2004, as compared to $773.4
million for the six months ended June 28, 2003. Any net cash in excess of the
amount needed for current operations is invested in short-term and long-term
investments.
Net cash used in investing activities was approximately $421.3 million for
the six months ended June 26, 2004, as compared to $300.7 million for the six
months ended June 28, 2003. The primary use of net cash in investing activities
was funding capital expenditures and purchasing long-term investments. During
the six months ended June 26, 2004, capital expenditures totaled approximately
$218.7 million. These expenditures were primarily incurred in connection with
opening 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. The average cost per supermarket opened during
the six months ended June 26, 2004 was less than the average cost per
supermarket opened during the six months ended June 28, 2003. Significant
expenditures were also incurred in the expansion of warehouses and new or
enhanced information technology applications. During the six months ended June
28, 2003, capital expenditures totaled approximately $287.6 million. These
expenditures were primarily incurred in connection with opening 26 net new
supermarkets (33 new supermarkets opened and seven supermarkets closed) and
remodeling or expanding 34 supermarkets. Net new supermarkets added an
additional 1.5 million square feet in the six months ended June 28, 2003, a 4.6%
increase. Significant expenditures were also incurred in the expansion of
warehouses and new or enhanced information technology applications.
Capital expenditures for the remainder of 2004, primarily consisting of new
supermarkets, remodeling and expanding certain existing supermarkets, expansion
of warehouses and new or enhanced information technology applications, are
expected to be approximately $281.3 million. This capital program is subject to
continuing change and review. In the normal course of operations, the Company
replaces supermarkets and closes supermarkets that are not meeting performance
expectations. The impact of future supermarket closings is not expected to be
material.
Net cash used in financing activities was approximately $354.8 million for
the six months ended June 26, 2004, as compared to $470.3 million for the six
months ended June 28, 2003. The primary use of net cash in financing activities
was funding net common stock repurchases. The Company currently repurchases
common stock at the stockholders' request in accordance with the terms of the
Company's Employee Stock Purchase Plan, Non-Employee Directors Stock Purchase
Plan, 401(k) Plan and Employee Stock Ownership Plan. Net common stock
repurchases totaled approximately $273.9 million for the six months ended June
26, 2004, as compared to $394.7 million for the six months ended June 28, 2003.
The amount of common stock offered to the Company for repurchase is not within
the control of the Company, but is at the discretion of the stockholders. The
Company expects to continue to repurchase its common stock, as offered by its
stockholders from time to time, at its then currently appraised value in amounts
similar to those in prior years. However, such repurchases are not required and
the Company retains the right to discontinue them at any time.
-8-
The Company paid an annual cash dividend on its common stock of $.45 per
share or approximately $80.8 million, on June 1, 2004, to stockholders of record
as of the close of business April 19, 2004.
In December 2003, the Company renewed an agreement for a committed line of
credit totaling $100 million. This 364-day line of credit facility is available
to fund liquidity requirements if necessary. The interest rate is based on LIBOR
or prime. There were no amounts outstanding on this line of credit as of June
26, 2004.
The cash requirements for 2004 current operations, capital expenditures and
common stock repurchases are expected to be financed by internally generated
funds, liquid assets or the committed line of credit described above. Based on
the Company's financial position, it is expected that short-term and long-term
borrowings would be readily available to support the Company's liquidity
requirements if needed.
Results of Operations
- ---------------------
Sales for the second quarter ended June 26, 2004, were $4.5 billion as
compared to $4.1 billion in the same quarter in 2003, an increase of $408.5
million or a 10.0% increase. This reflects an increase of approximately $208.1
million or 5.1% from net new supermarkets and an increase of approximately
$200.4 million or 4.9% in comparable store sales (supermarkets open for the same
weeks in both periods, including replacement supermarkets) since the beginning
of the second quarter of 2003.
Sales for the six months ended June 26, 2004, were $9.2 billion as compared
to $8.4 billion for the six months ended June 28, 2003, an increase of $761.9
million or a 9.1% increase. This reflects an increase of approximately $434.5
million or 5.2% from net new supermarkets and an increase of approximately
$327.4 million or 3.9% in comparable store sales since the beginning of 2003.
Gross profit, as a percentage of sales, was approximately 27.4% and 27.2%
for the three months ended June 26, 2004 and June 28, 2003, respectively. These
gross profit percentages were approximately 27.2% and 27.1% for the six months
ended June 26, 2004 and June 28, 2003, respectively. Gross profit for the three
months and six months ended June 26, 2004 was relatively unchanged compared to
the three months and six months ended June 28, 2003. During 2003, the Company
modified its calculation of cost of merchandise sold to improve the
comparability of the Company's gross profit to others in the food retailing
industry.
Operating and administrative expenses, as a percentage of sales, were
approximately 21.3% and 22.0% for the three months ended June 26, 2004 and June
28, 2003, respectively. The operating and administrative expenses, as a
percentage of sales, were approximately 21.1% and 21.5% for the six months ended
June 26, 2004 and June 28, 2003, respectively. The decreases in operating and
administrative expenses, as a percentage of sales, during the three months and
six months ended June 26, 2004 were primarily due to decreases in payroll,
workers' compensation and repair and maintenance costs which were partially
offset by increases in health insurance costs. The operating and administrative
expenses, as a percentage of sales, for the three months and six months ended
June 28, 2003, were adjusted due to the modification of the cost of merchandise
sold calculation discussed above.
-9-
Net earnings were $199.4 million or $1.11 per share and $161.5 million or
$.87 per share for the three months ended June 26, 2004 and June 28, 2003,
respectively. Net earnings were $402.8 million or $2.25 per share and $348.6
million or $1.86 per share for the six months ended June 26, 2004 and June 28,
2003, respectively.
Cautionary Note Regarding Forward-Looking Statements
- ----------------------------------------------------
From time to time, certain information provided by the Company, including
written or oral statements made by its representatives, may contain
forward-looking information as defined in Section 21E of the Securities Exchange
Act of 1934. Forward-looking information includes statements about the future
performance of the Company, which is based on management's assumptions and
beliefs in light of the information currently available to them. When used, the
words "plan," "estimate," "project," "intend," "believe" and other similar
expressions, as they relate to the Company, are intended to identify such
forward-looking statements. These forward-looking statements are subject to
uncertainties and other factors that could cause actual results to differ
materially from those statements including, but not limited to: competitive
practices and pricing in the food and drug industries generally and particularly
in the Company's principal markets; changes in the general economy; changes in
consumer spending; and other factors affecting the Company's business in or
beyond the Company's control. These factors include changes in the rate of
inflation, changes in state and Federal legislation or regulation, adverse
determinations with respect to litigation or other claims, ability to recruit
and retain employees, ability to construct new stores or complete remodels as
rapidly as planned and stability of product costs. Other factors and assumptions
not identified above could also cause the actual results to differ materially
from those set forth in the forward-looking statements. The Company assumes no
obligation to update publicly these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
The Company does not utilize financial instruments for trading or other
speculative purposes, nor does it utilize leveraged financial instruments. The
Company does not consider to be material the potential losses in future
earnings, fair values and cash flows from reasonably possible near-term changes
in interest rates.
Item 4. Controls and Procedures
- --------------------------------
As of the end of the period covered by this quarterly report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15. Based upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic Securities and Exchange Commission filings.
There have been no significant changes in the Company's internal control over
financial reporting during the quarter ended June 26, 2004, that have materially
affected, or are reasonably likely to materially affect, the internal control
over financial reporting.
-10-
PUBLIX SUPER MARKETS, INC.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- ----------------------------
As reported in the Company's Form 10-K for the year ended December 27,
2003, the Company is a party in various legal claims and actions considered in
the normal course of business. In the opinion of management, the ultimate
resolution of these legal proceedings will not have a material adverse effect on
the Company's financial condition, results of operations or cash flows.
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
- --------------------------------------------------------------------------------
Securities
----------
Shares of common stock repurchased by the Company during the three months
ended June 26, 2004 were as follows:
Total
Number of Approximate
Shares Dollar Value
Purchased as of Shares
Total Average Part of Publicly that May Yet Be
Number of Price Announced Purchased Under
Shares Paid per Plans or the Plans or
Period Purchased Share Programs(1) Programs(1)
- ------ --------- ----- ----------- -----------
March 28, 2004
through
May 1, 2004 336,793 $ 51.50 N/A N/A
May 2, 2004
through
May 29, 2004 968,972 52.25 N/A N/A
May 30, 2004
through
June 26, 2004 1,733,601 52.25 N/A N/A
--------- -------
Total 3,039,366 $ 52.17 N/A N/A
========= =======
(1) Common stock is made available for sale only to the Company's current
employees and members of its Board of Directors through the Company's
Employee Stock Purchase Plan (ESPP), Non-Employee Directors Stock Purchase
Plan (Directors Plan) and 401(k) Plan. In addition, common stock is made
available under the Employee Stock Ownership Plan (ESOP). The Company
currently repurchases common stock subject to certain terms and
conditions. The ESPP, Directors Plan, 401(k) Plan and ESOP each contain
provisions prohibiting any transfer for value without the owner first
offering the common stock to the Company.
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 26, 2004 required to be
disclosed in the last two columns of the table.
-11-
Item 3. Defaults Upon Senior Securities
- ------------------------------------------
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
- --------------------------------------------------------------
The Annual Meeting of Stockholders of the Company was held on May 11, 2004,
for the purpose of electing a board of directors. Proxies for the meeting were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and
there were no solicitations in opposition to management's solicitation. All of
management's nominees for directors as 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 138,688,579 414,753
Hoyt R. Barnett 138,673,541 429,791
Joan G. Buccino 138,558,633 544,699
William E. Crenshaw 138,626,899 476,433
Mark C. Hollis 138,479,400 623,932
Sherrill W. Hudson 138,574,256 529,076
Charles H. Jenkins, Jr. 138,688,050 415,282
Howard M. Jenkins 138,693,228 410,104
E. Vane McClurg 138,543,454 559,878
Kelly E. Norton 138,541,830 561,502
Item 5. Other Information
- ----------------------------
Not Applicable.
Item 6(a). 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.
-12-
Item 6(b). Reports on Form 8-K
- ------------------------------
The Company filed a report on Form 8-K on August 3, 2004, pursuant to Item
12 ("Results of Operations and Financial Condition"), attaching the Company's
press release dated August 2, 2004.
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 3, 2004 /s/ John A. Attaway, Jr.
------------------------------------------
John A. Attaway, Jr., Secretary
Date: August 3, 2004 /s/ David P. Phillips
------------------------------------------
David P. Phillips, Chief Financial Officer
and Treasurer (Principal Financial and
Accounting Officer)
-13-