Document/Exhibit Description Pages Size
1: 10-Q Form 10-Q, Quarter Ended 4/01/2006 12 70K
2: EX-3.(I) Ex 3.1, Composite of the Restated Articles of Inc 2± 9K
3: EX-3.(I) Ex 3.2, Articles of Amendment 2 11K
4: EX-31 Ex 31.1, Certification - Section 302, CEO 2± 10K
5: EX-31 Ex 31.2, Certification - Section 302, CFO 2± 10K
6: EX-32 Ex 32.1, Certification - Section 906, CEO 1 7K
7: EX-32 Ex 32.2, Certification - Section 906, CFO 1 7K
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
-------------------------------
[Download Table]
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
=========== ==========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
1
[Download Table]
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
============ ===========
[Download Table]
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
============ ===========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
2
[Download Table]
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
============ ===========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
(Continued)
3
[Download Table]
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
============ ===========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
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
Dates Referenced Herein and Documents Incorporated by Reference
2 Subsequent Filings that Reference this Filing
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