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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 25, 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 October 29, 2004 was 173,395,449.
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 per share and share amounts)
ASSETS
September 25, 2004 December 27, 2003
------------------ -----------------
(Unaudited)
Current Assets
- --------------
Cash and cash equivalents $ 543,554 277,072
Short-term investments 45,174 16,661
Trade receivables 271,839 241,101
Merchandise inventories 953,186 981,456
Deferred tax assets 70,729 55,479
Prepaid expenses 15,133 9,778
---------- ----------
Total Current Assets 1,899,615 1,581,547
---------- ----------
Long-term investments 639,209 380,852
Other noncurrent assets 18,203 1,119
Property, plant and equipment 5,365,304 5,140,811
Less accumulated depreciation (2,187,053) (1,953,612)
---------- ----------
Net property, plant and equipment 3,178,251 3,187,199
---------- ----------
Total Assets $5,735,278 5,150,717
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Accounts payable $ 772,505 724,228
Accrued contribution to retirement plans 225,672 244,848
Accrued salaries and wages 147,930 76,050
Accrued self-insurance reserves 147,625 123,462
Federal and state income taxes 111,086 12,508
Other 204,192 190,510
---------- ----------
Total Current Liabilities 1,609,010 1,371,606
---------- ----------
Deferred tax liabilities, net 306,744 284,458
Self-insurance reserves 224,622 202,737
Accrued postretirement benefit cost 67,907 67,960
Other noncurrent liabilities 72,420 54,646
Stockholders' Equity
- --------------------
Common stock of $1 par value. Authorized
300,000,000 shares; issued 180,929,954
shares at September 25, 2004 and 178,369,413
shares at December 27, 2003 180,930 178,369
Additional paid-in capital 630,981 494,154
Retained earnings 2,997,777 2,492,759
---------- ----------
3,809,688 3,165,282
Less 6,616,726 treasury shares
at September 25, 2004, at cost (358,683) ---
Accumulated other comprehensive earnings 3,570 4,028
---------- ----------
Total Stockholders' Equity 3,454,575 3,169,310
---------- ----------
Total Liabilities and Stockholders'
Equity $5,735,278 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
September 25, 2004 September 27, 2003
------------------ ------------------
(Unaudited)
Revenues
- --------
Sales $ 4,631,622 4,045,242
Other operating income 31,109 31,082
------------ -----------
Total revenues 4,662,731 4,076,324
------------ -----------
Costs and expenses
- ------------------
Cost of merchandise sold 3,422,154 2,971,860
Operating and administrative expenses 969,789 908,944
------------ -----------
Total costs and expenses 4,391,943 3,880,804
------------ -----------
Operating profit 270,788 195,520
------------ -----------
Investment income, net 10,861 4,672
Other income, net 6,452 11,560
------------ -----------
Earnings before income tax expense 288,101 211,752
Income tax expense 104,390 77,182
------------ -----------
Net earnings $ 183,711 134,570
============ ===========
Weighted average number of common
shares outstanding 176,119,840 182,101,228
============ ===========
Basic and diluted earnings per common
share based on weighted average shares
outstanding $ 1.04 .74
============ ===========
Cash dividends paid per common share none none
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Three Months Ended
September 25, 2004 September 27, 2003
------------------ ------------------
(Unaudited)
Net earnings $ 183,711 134,570
Other comprehensive earnings
Unrealized gain (loss) on investment
securities available-for-sale,
net of tax effect of $6,267 and
($3,880) in 2004 and 2003, respectively 9,979 (6,179)
Reclassification adjustment for net
realized gain on investment
securities available-for-sale, net
of tax effect of ($1,096) and ($2)
in 2004 and 2003, respectively (1,745) (3)
------------ -----------
Comprehensive earnings $ 191,945 128,388
============ ===========
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)
Nine Months Ended
September 25, 2004 September 27, 2003
------------------ ------------------
(Unaudited)
Revenues
- --------
Sales $ 13,778,043 12,431,825
Other operating income 95,255 93,677
------------ -----------
Total revenues 13,873,298 12,525,502
------------ -----------
Costs and expenses
- ------------------
Cost of merchandise sold 10,078,274 9,080,877
Operating and administrative expenses 2,904,323 2,715,619
------------ -----------
Total costs and expenses 12,982,597 11,796,496
------------ -----------
Operating profit 890,701 729,006
------------ -----------
Investment income, net 23,663 15,574
Other income, net 15,350 21,533
------------ -----------
Earnings before income tax expense 929,714 766,113
Income tax expense 343,198 282,925
------------ -----------
Net earnings $ 586,516 483,188
============ ===========
Weighted average number of common
shares outstanding 177,892,285 185,710,124
============ ===========
Basic and diluted earnings per common
share based on weighted average shares
outstanding $ 3.29 2.60
============ ===========
Cash dividends paid per common share $ .45 .40
============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Nine Months Ended
September 25, 2004 September 27, 2003
------------------ ------------------
(Unaudited)
Net earnings $ 586,516 483,188
Other comprehensive earnings
Unrealized gain on investment
securities available-for-sale,
net of tax effect of $593 and
$594 in 2004 and 2003, respectively 942 946
Reclassification adjustment for net
realized gain on investment
securities available-for-sale, net
of tax effect of ($880) and ($35)
in 2004 and 2003, respectively (1,400) (56)
------------ -----------
Comprehensive earnings $ 586,058 484,078
============ ===========
See accompanying notes to condensed consolidated financial statements.
-4-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)
Nine Months Ended
September 25, 2004 September 27, 2003
------------------ ------------------
(Unaudited)
Cash flows from operating activities
- ------------------------------------
Cash received from customers $ 13,768,940 12,431,487
Cash paid to employees and suppliers (12,125,136) (11,005,553)
Dividends and interest received 24,529 16,534
Income taxes paid (237,297) (262,595)
Payment for self-insured claims (157,915) (158,123)
Other operating cash receipts 84,202 79,904
Other operating cash payments (6,189) (6,948)
------------ -----------
Net cash provided by operating
activities 1,351,134 1,094,706
------------ -----------
Cash flows from investing activities
- ------------------------------------
Payment for property, plant and
equipment (325,227) (442,007)
Proceeds from sale of property, plant
and equipment 45,171 29,582
Payment for investment securities -
available-for-sale (AFS) (414,609) (266,306)
Proceeds from sale and maturity of
investment securities - AFS 112,697 201,171
Net (payments) proceeds to/from joint
ventures and other investments (2,835) 10,164
Other, net (862) (211)
------------ -----------
Net cash used in investing activities (585,665) (467,607)
------------ -----------
Cash flows from financing activities
- ------------------------------------
Proceeds from sale of common stock 60,493 48,199
Payment for acquisition of common stock (478,585) (598,850)
Dividends paid (80,764) (75,455)
Other, net (131) (131)
------------ -----------
Net cash used in financing activities (498,987) (626,237)
------------ -----------
Net increase in cash and cash equivalents 266,482 862
------------ -----------
Cash and cash equivalents at beginning
of period 277,072 207,523
------------ -----------
Cash and cash equivalents at end of period $ 543,554 208,385
============ ===========
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)
Nine Months Ended
September 25, 2004 September 27, 2003
------------------ ------------------
(Unaudited)
Reconciliation of net earnings to net cash
provided by operating activities
Net earnings $ 586,516 483,188
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 276,152 257,743
Retirement contributions payable in
common stock 175,922 154,894
Deferred income taxes 7,323 18,338
Loss on sale of property, plant and
equipment 12,896 23,772
Gain on sale of investments (2,280) (91)
Self-insurance reserves in excess of
current payments 46,048 36,529
Postretirement accruals less than
current payments (53) (1,391)
Decrease in advance purchase allowances (1,014) (1,530)
Other, net 3,146 1,051
Change in cash from:
Trade receivables (30,738) (30,311)
Merchandise inventories 28,270 7,054
Prepaid expenses (5,355) (11,209)
Accounts payable and accrued expenses 155,723 154,677
Federal and state income taxes 98,578 1,992
---------- ---------
Total adjustments 764,618 611,518
---------- ---------
Net cash provided by operating activities $1,351,134 1,094,706
========== =========
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 nine months ended September 25, 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 $1,227.9 million at September 25, 2004, compared to $648.2 million
at September 27, 2003. Net cash provided by operating activities was
approximately $1,351.1 million for the nine months ended September 25, 2004, as
compared to $1,094.7 million for the nine months ended September 27, 2003. Due
to the hurricanes described below, the Company received an extension on its
Federal income tax payment due September 15, 2004 until December 30, 2004. The
delay in this tax payment increased net cash provided by operating activities by
$95.0 million. 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 $585.7 million for
the nine months ended September 25, 2004, as compared to $467.6 million for the
nine months ended September 27, 2003. The primary use of net cash in investing
activities was funding capital expenditures and purchasing investments. During
the nine months ended September 25, 2004, capital expenditures totaled
approximately $325.2 million. These expenditures were primarily incurred in
connection with opening 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. The average cost per supermarket
opened during the nine months ended September 25, 2004 was less than the average
cost per supermarket opened during the nine months ended September 27, 2003.
Significant expenditures were also incurred in the construction and expansion of
warehouses and new or enhanced information technology applications. During the
nine months ended September 27, 2003, capital expenditures totaled approximately
$442.0 million. These expenditures were primarily incurred in connection with
opening 35 net new supermarkets (49 new supermarkets opened and 14 supermarkets
closed) and remodeling or expanding 63 supermarkets. Net new supermarkets added
an additional 2.0 million square feet in the nine months ended September 27,
2003, a 6.1% 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,
construction and expansion of warehouses and new or enhanced information
technology applications, are expected to be approximately $144.8 million. This
capital program is subject to continuing change and review. In the normal course
of operations, the Company replaces supermarkets and closes supermarkets that
are not meeting performance expectations. The impact of future supermarket
closings is not expected to be material.
Net cash used in financing activities was approximately $499.0 million for
the nine months ended September 25, 2004, as compared to $626.2 million for the
nine months ended September 27, 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 $418.1 million for the nine months ended
September 25, 2004, as compared to $550.7 million for the nine months ended
September 27, 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
-8-
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.
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
September 25, 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.
Hurricane Impact
- ----------------
During the third quarter ended September 25, 2004, the Company and the
State of Florida experienced an unprecedented four major hurricanes in six
weeks. The Company recorded the effect of these hurricanes, Charley, Frances,
Ivan and Jeanne, in the third quarter of 2004.
Store closings occurred throughout the Company due to weather conditions
and evacuations of certain areas. Almost all affected stores were reopened
within 24 hours, operating on generator power if normal power had not been
restored. All stores were reopened within five days.
The impact of the four hurricanes on the Company did not have a material
adverse effect on the Company's financial condition, results of operations or
cash flows. The Company estimates that its inventory losses due to power outages
and additional distribution costs included in cost of merchandise sold related
to the four hurricanes was approximately $58.0 million. The estimate of the
additional operating and administrative expenses related to the four hurricanes
was approximately $5.0 million. These expenses were primarily related to
facility repairs and disposal fees for inventory lost due to power outages. The
Company estimates the profit on the incremental sales resulting from repeated
cycles of customers stocking up and replenishing as well as sales of hurricane
supplies largely offset the losses incurred by the Company. Any potential
recovery of losses incurred by the Company from insurance coverage is not
expected to be material.
Results of Operations
- ---------------------
Sales for the third quarter ended September 25, 2004, were $4.6 billion as
compared to $4.0 billion in the same quarter in 2003, an increase of $586.4
million or a 14.5% increase. The Company estimates that its sales increased
approximately $189.0 million or 4.7% from the impact of the hurricanes,
approximately $211.3 million or 5.2% from net new supermarkets and an increase
of approximately $186.1 million or 4.6% in comparable store sales (supermarkets
open for the same weeks in both periods, including replacement supermarkets)
since the beginning of the third quarter of 2003.
-9-
Sales for the nine months ended September 25, 2004, were $13.8 billion as
compared to $12.4 billion for the nine months ended September 27, 2003, an
increase of $1,346.2 million or a 10.8% increase. The Company estimates that its
sales increased approximately $189.0 million or 1.5% from the impact of the
hurricanes, approximately $635.1 million or 5.1% from net new supermarkets and
an increase of approximately $522.1 million or 4.2% in comparable store sales
since the beginning of 2003.
Gross profit, as a percentage of sales, was approximately 26.1% and 26.5%
for the three months ended September 25, 2004 and September 27, 2003,
respectively. These gross profit percentages were approximately 26.9% and 27.0%
for the nine months ended September 25, 2004 and September 27, 2003,
respectively. The decreases in gross profit for the three months and nine months
ended September 25, 2004, were primarily due to the inventory losses and
additional distribution costs related to the hurricanes discussed above. 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 20.9% and 22.5% for the three months ended September 25, 2004 and
September 27, 2003, respectively. The decrease in operating and administrative
expenses as a percentage of sales during the three months ended September 25,
2004, was primarily due to the incremental sales from the hurricanes discussed
above and the closure of PublixDirect, LLC, ("PublixDirect") during the third
quarter of 2003 described below. The hurricanes decreased operating and
administrative expenses as a percentage of sales in 2004 and the closure of
PublixDirect increased the operating and administrative expenses as a percentage
of sales in 2003.
Operating and administrative expenses, as a percentage of sales, were
approximately 21.1% and 21.8% for the nine months ended September 25, 2004 and
September 27, 2003, respectively. The decrease in operating and administrative
expenses as a percentage of sales during the nine months ended September 25,
2004, was primarily due to the incremental sales from the hurricanes and the
closure of PublixDirect as described above. Additionally, the decrease in
operating and administrative expenses as a percentage of sales during the nine
months ended September 25, 2004, was due to decreases in payroll, workers'
compensation and repair and maintenance costs which were partially offset by
increases in utilities and health insurance costs. The operating and
administrative expenses as a percentage of sales for the three months and nine
months ended September 27, 2003, were adjusted due to the modification of the
cost of merchandise sold calculation discussed above.
During the third quarter of 2003, the Company announced its decision to
close its online grocery shopping service operated under its wholly owned
subsidiary, PublixDirect. As a result of the decision to close PublixDirect
effective August 23, 2003, the Company recorded an expense of $30.0 million
during the third quarter of 2003. The expense recorded represented approximately
$17.0 million in asset impairments, $10.0 million in operating lease obligations
and $3.0 million in payroll obligations and other costs. The expense was
recognized in the Company's condensed consolidated statements of earnings and is
included in operating and administrative expenses. The impact of the expense
recorded on net earnings was approximately $18.0 million or $.10 per share for
the three months and nine months ended September 27, 2003.
Net earnings were $183.7 million or $1.04 per share and $134.6 million or
$.74 per share for the three months ended September 25, 2004 and September 27,
2003, respectively. Net earnings were $586.5 million or $3.29 per share and
$483.2 million or $2.60 per share for the nine months ended September 25, 2004
and September 27, 2003, respectively.
-10-
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 September 25, 2004, 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 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. Unregistered Sales of Equity Securities and Use of Proceeds
- ----------------------------------------------------------------------
The Company did not have any unregistered sales of equity securities during
the three months ended September 25, 2004.
Issuer Purchases of Equity Securities
-------------------------------------
Shares of common stock repurchased by the Company during the three months
ended September 25, 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)
- ------ --------- ----- ----------- -----------
June 27, 2004
through
July 31, 2004 260,649 $ 52.25 N/A N/A
August 1, 2004
through
August 28, 2004 1,022,729 58.50 N/A N/A
August 29, 2004
through
September 25, 2004 1,590,088 58.50 N/A N/A
--------- -------
Total 2,873,466 $ 57.93 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.
-12-
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 25, 2004 required to
be disclosed in the last two columns of the table.
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 2, 2004 /s/ John A. Attaway, Jr.
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John A. Attaway, Jr., Secretary
Date: November 2, 2004 /s/ David P. Phillips
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David P. Phillips, Chief Financial Officer
and Treasurer (Principal Financial and
Accounting Officer)
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