<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the fiscal year ended December 31, 1994
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from to
--------- --------
Commission file number 0-981
-----
PUBLIX SUPER MARKETS, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Florida 59-0324412
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
1936 George Jenkins Boulevard
Lakeland, Florida 33801
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (813) 688-1188
--------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock $1.00 Par Value
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ( )
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of February 24, 1995 was approximately $1,527,846,623.
The number of shares of Registrant's common stock outstanding as of February
24, 1995 was 230,162,505.
DOCUMENTS INCORPORATED BY REFERENCE
Pages 2 through 8 of Proxy Statement solicited for the 1995 Annual Meeting of
Stockholders to be held on May 16, 1995 is incorporated by reference in Items
10, 11 and 13 of Part III hereof.
<PAGE> 2
PART I
Item 1. Business
Publix Super Markets, Inc. (the "Company") is based in Lakeland, Florida
and was incorporated in Florida on December 27, 1921. The Company is in the
business of operating retail food supermarkets in Florida, Georgia and South
Carolina.
The Company's supermarkets sell groceries, produce, deli, bakery, meat,
seafood, housewares and health and beauty care items. In addition, some stores
have pharmacy, photo and floral departments.
The Company's lines of merchandise include a variety of nationally
advertised and private label brands, as well as unbranded merchandise such as
produce, meat and seafood. Private label items are produced in the Company's
manufacturing facilities or are manufactured for the Company by outside
suppliers.
The Company manufactures dairy, bakery and deli products. The Company's
dairy plants are located in Lakeland and Deerfield Beach, Florida. The bakery
and deli plants are located in Lakeland, Florida. The Company receives the
food and non-food items it distributes from many sources throughout the United
States. These products are generally available in sufficient quantities to
enable the Company to adequately satisfy its customers. The Company believes
that its sources of supply of these products and raw materials used in
manufacturing are adequate for its needs and that it is not dependent upon a
single or relatively few suppliers.
The Company operated 470 supermarkets at the end of 1994, compared with
425 at the beginning of the year. In 1994, 50 stores were opened, five stores
were closed, and 18 stores were expanded or remodeled. The net increase in
square footage was 2.4 million or 13.6% since 1993. The Company entered the
Georgia market in 1991 and the South Carolina market in 1993. At the end of
1994, the Company had 427 stores located in Florida, 37 located in Georgia and
six located in South Carolina.
As of year end, the Company had four stores under construction in South
Carolina, 12 in Georgia and 16 in Florida. During 1994, the Company completed
construction of a new general merchandise warehouse in Lakeland, Florida and
partially completed construction on a new distribution facility in
Lawrenceville, Georgia.
The Company is engaged in a highly competitive industry. Competition,
based primarily on price, quality of goods and service, convenience and product
mix, is with several national and regional chains, independent stores and mass
merchandisers throughout its market areas. The Company anticipates continued
competitor format innovation and location additions in 1995.
The influx of winter residents to Florida and increased purchases of
food during the traditional Thanksgiving and Christmas holidays typically
results in seasonal sales increases between November and April of each year.
The Company has experienced no significant changes in the kinds of
products sold or in its methods of distribution since the beginning of the
fiscal year.
The Company had approximately 90,000 employees at the end of 1994,
compared with 82,000 at the beginning of the year. Of this total,
approximately 58,000 at the end of 1994 and 53,000 at the end of 1993 were not
full-time employees.
The Company's research and development expenses are insignificant.
<PAGE> 3
Compliance by the Company with Federal, state and local environmental
protection laws during 1994 had no material effect upon capital expenditures,
earnings or the competitive position of the Company.
Item 2. Properties
At year end, the Company operated approximately 20.5 million square feet
of retail space. The Company's stores vary in size. Current store prototypes
range from 27,000 to 65,000 square feet. Stores are often located in strip
shopping centers where the Company is the anchor tenant.
The majority of the Company's retail stores are leased. Substantially
all of these leases will expire during the next 20 years. However, in the
normal course of business, it is expected that the leases will be renewed or
replaced by leases on other properties. At 38 locations both the building and
land are owned and at 21 other locations the building is owned while the land
is leased.
The Company supplies its retail stores from eight distribution centers
located in Lakeland, Miami, Jacksonville, Sarasota, Orlando, Deerfield Beach
and Boynton Beach, Florida, and Lawrenceville, Georgia.
With the exception of a portion of the Miami distribution facility, the
Company's corporate offices, distribution facilities and manufacturing plants
are owned with no outstanding debt.
All of the Company's properties are well maintained and in good
operating condition, and suitable and adequate for operating its business.
Item 3. Legal Proceedings
A notice of charge was issued by the Equal Employment Opportunity
Commission ("EEOC") on March 25, 1992, In the Matter of: Kemp v. Publix Super
Markets, Inc., Charge No. ###-##-####, alleging that the Company had engaged in
past violations and was engaged in continuing violations of Title VII of the
Civil Rights Act, as amended, by discriminating against women with respect to
job assignments and promotions because of their sex. As currently amended, the
charge covers employment practices by the Company in the State of Florida as a
whole.
On December 6, 1993, the EEOC gave notice it was expanding the scope of
its investigation to include allegations of race discrimination. The EEOC has
requested the Company to compile information and produce documents relating to
these allegations. On October 13, 1994, the EEOC applied to the United States
District Court, Southern District of Florida in Miami, for an order to show
cause why an administrative subpoena issued by the EEOC to the Company should
not be enforced (EEOC v. Publix Super Markets, Inc., Case No. 94-2119). The
EEOC has agreed to substantial reductions in the information requested and
further discussions as to additional reductions in the information requested
are pending.
The Company denies the allegations of the charge and the subsequent
attempted expansion of the charge. The EEOC has advised that the charge does
not in any respect constitute a final finding of a violation, but that the EEOC
has a statutory duty to conduct a full and impartial investigation for the
purpose of determining whether the facts and circumstances afford the EEOC
reasonable cause to believe that the Company's employment patterns and
practices constitute discrimination on the basis of sex and race.
<PAGE> 4
The EEOC's investigation of the charge remains at the stage of
considering whether there is reasonable cause to believe the allegations of the
charge. At this early stage, the likelihood of an adverse finding of the
Company's liability and an estimate of the amount of any exposure for any such
liability cannot be determined.
The Company is also a party in various other legal claims and actions
considered in the normal course of business. Management believes that the
ultimate disposition of these matters will not have a material effect on the
Company's liquidity, results of operations or financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
None
<PAGE> 5
EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
Served as
Nature of Family Officer of
Relationship Company
Name Age Position Between Officers Since
---- --- -------- ---------------- ----------
<S> <C> <C> <C> <C>
Howard M. Jenkins 43 Chairman of Cousin of 1976
the Board and Charles H. Jenkins,
Chief Executive Jr., uncle of
Officer W. Edwin Crenshaw
and brother-in-law
of Hoyt R. Barnett
Mark C. Hollis 60 President and Father of 1968
Chief Operating M. Clayton Hollis, Jr.
Officer
Charles H. Jenkins, Jr. 51 Chairman of the Cousin of 1974
Executive Committee Howard M. Jenkins and
cousin of
W. Edwin Crenshaw
Hoyt R. Barnett 51 Executive Brother-in-law of 1977
Vice President Howard M. Jenkins
William H. Vass 45 Executive 1986
Vice President
Jesse L. Benton 52 Vice President 1988
S. Keith Billups 62 Secretary 1968
Bennie F. Brown 53 Vice President 1992
R. Scott Charlton 36 Vice President 1992
W. Edwin Crenshaw 44 Executive Nephew of 1990
Vice President Howard M. Jenkins
and cousin of
Charles H. Jenkins, Jr.
William R. Curry 54 Vice President 1990
Carolyn C. Day 49 Assistant Secretary 1992
Glenn J. Eschrich 50 Vice President 1995
M. Clayton Hollis, Jr. 38 Vice President Son of Mark C. Hollis 1994
Mark R. Irby 39 Vice President 1989
Tina P. Johnson 35 Treasurer 1990
James J. Lobinsky 55 Vice President 1992
Thomas M. McLaughlin 44 Vice President 1994
Sharon A. Miller 51 Assistant Secretary 1992
Robert H. Moore 52 Vice President 1994
Thomas M. O'Connor 47 Vice President 1992
David P. Phillips 35 Controller 1990
James H. Rhodes II 50 Vice President 1995
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Daniel M. Risener 54 Vice President 1985
Edward H. Ruth 63 Vice President 1981
Edward T. Shivers 55 Vice President 1985
James F. Slappey 52 Vice President 1992
</TABLE>
The terms of all officers expire at the annual meeting of the Company in May
1995, with the exception of Edward H. Ruth whose retirement is effective March
31, 1995.
<PAGE> 7
<TABLE>
<CAPTION>
Name Business Experience During Last Five Years
---- -----------------------------------------------------------------------------------------------------------
<S> <C>
Howard M. Jenkins Chairman of the Board and Chief Executive Officer.
Mark C. Hollis President and Chief Operating Officer of the Company. He is a Director of Bell South Telecommunications, a
Bell South Company.
Charles H. Jenkins, Jr. Chairman of the Executive Committee.
Hoyt R. Barnett Executive Vice President of the Company to March 1992, Executive Vice President and Trustee of the
Company's Profit Sharing Plan thereafter.
William H. Vass Vice President and Treasurer of the Company to November 1992, Executive Vice President and Trustee of the
Company's ESOT thereafter.
Jesse L. Benton Vice President of the Company.
S. Keith Billups Secretary of the Company.
Bennie F. Brown Director of Meat Operations - Lakeland Division of the Company to January 1992, Vice President thereafter.
R. Scott Charlton Bakery Plant General Manager of the Company to July 1990, Director of Manufacturing to January 1992, Vice
President thereafter.
W. Edwin Crenshaw Vice President of the Company to January 1994, Executive Vice President thereafter.
William R. Curry Vice President of the Company.
Carolyn C. Day Capital Stock Registrar and Transfer Agent of the Company to July 1992, Capital Stock Registrar and
Transfer Agent and Assistant Secretary thereafter.
Glenn J. Eschrich Assistant Director of Information Systems of the Company to February 1992, Director of Strategy Support to
March 1995, Vice President thereafter.
M. Clayton Hollis, Jr. Director of Government Relations of the Company to June 1994, Vice President thereafter.
Mark R. Irby Vice President of the Company.
Tina P. Johnson Assistant Secretary of the Company to September 1992, Treasurer to January 1995, Treasurer and Trustee of
the 401(K) Plan - Publix Stock Fund thereafter.
James J. Lobinsky Assistant Director of Merchandising - Miami Division of the Company to May 1990, Corporate Director of
General Merchandise to January 1992, Vice President thereafter.
Thomas M. McLaughlin Assistant Director of Retail Operations - Lakeland Division of the Company to January 1992, Director of
Retail Operations - Lakeland Division to January 1994, Regional Director of Retail Operations - Lakeland
Division to June 1994, Vice President thereafter.
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
Name Business Experience During Last Five Years
---- -----------------------------------------------------------------------------------------------------------
<S> <C>
Sharon A. Miller Director of Merchandise Accounting of the Company to May 1991, Director of Administration to July 1992,
Director of Administration and Assistant Secretary thereafter.
Robert H. Moore Director of Retail Operations - Lakeland Division of the Company to January 1992, Director of Retail
Operations - Atlanta Division to January 1994, Vice President thereafter.
Thomas M. O'Connor Director of Distribution - Miami Division of the Company to November 1992, Vice President thereafter.
David P. Phillips Controller of the Company.
James H. Rhodes II Director of Human Resources of the Company to April 1995, Vice President thereafter.
Daniel M. Risener Vice President of the Company.
Edward H. Ruth Vice President of the Company.
Edward T. Shivers Vice President of the Company.
James F. Slappey Director of Warehousing and Distribution - Lakeland Division of the Company to November 1992, Vice
President thereafter.
</TABLE>
PART II
Item 5. Market for the Company's Common Stock and Related Stockholder Matters
(a) Market Information
Substantially all transactions of the Company's common stock have been
among the Company, its employees, former employees, their families and
various benefit plans established for the Company's employees. The
market price of the Company's common stock is determined by the Board of
Directors based upon appraisals prepared by an independent appraiser.
The market price for 1994 was $11.00 per share until March 1, 1994, when
the price increased to $12.25 per share. In the second quarter, the
price increased to $13.00 per share. In the third quarter, the price
remained unchanged at $13.00 per share and in the fourth quarter, the
price increased to $13.75 per share. The market price for 1993 was
$11.50 per share until March 17, 1993, when the price decreased to
$11.25 per share. In the second quarter, the price increased to $11.50
per share. In the third quarter, the price was unchanged at $11.50 per
share and in the fourth quarter, the price decreased to $11.00 per
share.
(b) Approximate Number of Equity Security Holders
As of February 24, 1995, the approximate number of holders of record of
the Company's common stock was 61,000.
(c) Dividends
The Company paid cash dividends of $.09 per share of common stock in
1994 and $.08 per share in 1993. Payment of dividends is within the
discretion of the Company's Board of Directors and depends on, among
other factors, earnings, capital requirements and the operating and
financial condition of the Company. It is expected that comparable cash
dividends will be paid in the future.
<PAGE> 9
Item 6. Five Year Summary of Selected Financial Data
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Sales:
Sales $8,664,795 7,472,652 6,664,309 6,139,731 5,758,390
Percent increase 16.0% 12.1% 8.5% 6.6% 8.0%
Comparable store sales
percent increase 5.2% 6.4% 4.6% 2.3% 5.2%
Earnings:
Gross profit $1,952,043 1,638,044 1,479,788 1,391,255 1,275,706
Earnings before income
tax expense and
cumulative effect of
changes in accounting
principles $ 378,300 288,709 253,677 240,063 227,443
Net earnings before
cumulative effect of
changes in accounting
principles $ 238,567 183,811 166,455 158,044 149,010
Net earnings $ 238,567 180,317 166,455 158,044 149,010
Net earnings as a
percent of sales 2.75% 2.41% 2.50% 2.57% 2.59%
Common stock:
Weighted average
shares outstanding* 231,514,459 236,249,110 239,248,081 242,872,610 243,365,735
Net earnings per
common share,
based on weighted
average shares
outstanding* $ 1.03 .76 .70 .65 .61
Dividends per share* $ .09 .08 .08 .07 .07
Financial data:
Capital expenditures $ 374,190 320,167 202,597 158,983 163,676
Working capital $ 159,971 137,160 241,191 271,376 168,014
Current ratio 1.24 1.23 1.48 1.62 1.43
Total assets $2,302,336 2,054,315 1,791,247 1,623,720 1,475,737
Long-term debt $ 3,031 4,930 6,938 10,679 13,075
Stockholders' equity $1,473,154 1,308,009 1,168,091 1,068,463 960,124
Other:
Number of stores 470 425 400 389 375
</TABLE>
NOTE: Dollars are in thousands, except per share amounts.
Fiscal year 1994 includes 53 weeks. All other years include 52 weeks.
* Restated to give retroactive effect for 5-for-1 stock split in July 1992.
<PAGE> 10
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Business Environment
As of December 31, 1994, the Company operated 470 retail grocery stores
representing approximately 20.5 million square feet of retail space.
Historically, the Company's primary competition has been from national and
regional chains and smaller independents located throughout its market areas.
The Company has continued to experience increased competition from mass
merchandisers. The products offered by these retailers include many of the
same items sold by the Company.
At the end of 1994, the Company had 427 stores located in Florida, 37
located in Georgia and six located in South Carolina. The Company opened its
first store in Georgia during the fourth quarter of 1991 and opened its first
store in South Carolina in the fourth quarter of 1993. The Company opened 23
stores in Florida, 22 stores in Georgia and five stores in South Carolina
during 1994. The Company intends to continue to pursue vigorously new
locations in Florida and other states.
Liquidity and Capital Resources
Operating activities continue to be the Company's primary source of
liquidity. Net cash provided by operating activities was approximately $410.9
million in 1994, compared with $370.4 million in 1993 and $296.8 million in
1992. Working capital was approximately $160.0 million as of December 31,
1994, as compared with $137.2 million and $241.2 million as of December 25,
1993 and December 26, 1992, respectively. Cash and cash equivalents aggregated
approximately $188.9 million as of December 31, 1994, as compared with $199.0
million and $293.5 million as of December 25, 1993 and December 26, 1992,
respectively.
Capital expenditures totaled $374.2 million in 1994. These expenditures
were primarily incurred in connection with the opening of 50 new stores and
remodeling or expanding 18 stores which added 2.60 million square feet.
Construction was completed on a new general merchandise warehouse in Lakeland,
Florida, and significant expenditures were incurred in the continued
construction of a new distribution center in Lawrenceville, Georgia. In
addition, the Company closed five stores. Capital expenditures totaled $320.2
million in 1993. These expenditures were primarily incurred in connection with
the opening of 29 new stores and remodeling or expanding 13 stores which added
1.63 million square feet. Significant expenditures were also incurred in
expanding the Deerfield Beach, Florida facility, acquisition of a grocery
warehouse in Orlando, Florida and construction of a new general merchandise
warehouse in Lakeland, Florida and a new distribution center in Lawrenceville,
Georgia. In addition, the Company closed four stores. Capital expenditures
totaled $202.6 million in 1992. These expenditures were primarily incurred in
connection with the opening of 20 new stores and remodeling or expanding 12
stores which added 1.14 million square feet. Significant expenditures were
also incurred in expanding the Deerfield Beach, Florida facility. In addition,
the Company acquired three stores and closed 12 stores.
The Company hopes to open as many as 59 stores in 1995. Although real
estate development is unpredictable, the Company's 1995 new store growth
represents a reasonable estimate of anticipated future growth. Capital
expenditures for 1995, primarily made up of new store construction, the
remodeling or expanding of several existing stores and the expansion and
construction of distribution facilities, are expected to be approximately $400
million. This capital program is subject to continuing change and review. The
1995 capital expenditures are expected to be financed by internally generated
funds and current liquid assets. In the normal course of operations, the
Company replaces stores and closes unprofitable stores. The impact of future
store closings is not expected to be material.
<PAGE> 11
The Company is self-insured, up to certain limits, for health care,
fleet liability, general liability and workers' compensation claims. Reserves
are established to cover estimated liabilities for existing and anticipated
claims based on actual experience including, where necessary, actuarial
studies. The Company has insurance coverage for losses in excess of varying
amounts. The provision for self-insured reserves was $89.6 million, $90.1
million and $78.7 million in fiscal 1994, 1993 and 1992, respectively. The
Company does not believe its self-insurance program will have a material
adverse impact on its future liquidity, financial condition or results of
operations.
The Company has committed lines of credit for $100.0 million and one
uncommitted line of credit for $25.0 million. These lines are reviewed
annually by the banks. The interest rates for these lines are at or below the
prime rate. No amounts were outstanding on the lines of credit as of December
31, 1994 or December 25, 1993.
Cash generated in excess of the amount needed for current operations and
capital expenditures is invested in short-term and long-term investments.
Short-term investments were approximately $77.2 million in 1994 compared with
$59.8 million in 1993. Long-term investments, primarily comprised of tax
exempt bonds and preferred stocks, were approximately $124.5 million in 1994
compared with $199.4 million in 1993. Management believes the Company's
liquidity will continue to be strong.
The Company currently repurchases common stock at the stockholders'
request in accordance with the terms of the Company's Employee Stock Purchase
Plan. 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. However, such purchases are not required and the Company retains the
right to discontinue them at any time.
Results of Operations
The Company's fiscal year ends on the last Saturday in December. Fiscal
year 1994 included 53 weeks and fiscal years 1993 and 1992 included 52 weeks.
Sales for fiscal 1994 were $8,664.8 million as compared with $7,472.7
million in fiscal 1993, a 16.0% increase. This reflects an increase of $171.9
million or 2.3% in sales from an additional week included in the 1994 fiscal
year, $388.6 million or 5.2% in sales from stores that were open for all of
both years (comparable stores) and sales of $631.6 million or 8.5% from the net
impact of 50 new stores and five closed stores. Net new stores contributed an
increase of 13.6% or approximately 2.4 million square feet in retail space.
Sales for fiscal 1993 were $7,472.7 million as compared with $6,664.3
million in fiscal 1992, a 12.1% increase. This reflects an increase of $426.5
million or 6.4% in sales from stores that were open for all of both years
(comparable stores) and sales of $381.9 million or 5.7% from the net impact of
29 new stores and four closed stores. Net new stores contributed an increase
of 9.0% or approximately 1.50 million square feet in retail space.
In 1992, the Company identified potential environmental problems
relating to properties that are owned or leased. Other income, net includes
$1.6 million in 1994, $1.5 million in 1993 and $8.0 million in 1992 which were
accrued for estimated clean-up costs.
<PAGE> 12
On August 24, 1992, Hurricane Andrew destroyed three of the Company's
stores in south Florida. Several other stores sustained varying degrees of
damage, but were operational within four weeks. The resulting property damage
and business interruption losses were substantially covered by insurance and
were immaterial to the Company's financial position and operations. During
1994, the Company recognized a $6.1 million gain on the settlement of claims
for business interruption and property losses related to the extensive damage
caused by Hurricane Andrew. This gain is recorded as a component of other
income, net in the accompanying financial statements.
Cost of merchandise sold including store occupancy, warehousing and
delivery expenses was approximately 77.5% of sales in 1994 as compared with
78.1% and 77.8% in 1993 and 1992, respectively. In 1994, cost of merchandise
sold decreased as a percentage of sales due to buying and merchandising
efficiencies. In 1993 and 1992, cost of merchandise sold increased as a
percent of sales due to competitive pressures.
Operating and administrative expenses, as a percent of sales, were
19.1%, 19.1% and 19.3% in 1994, 1993 and 1992, respectively. In 1993, the
Company's workers' compensation expense increased approximately $17.5 million
or 89% as compared to 1992 due to increases in claim payments and estimated
reserves for claim payments. The significant components of operating and
administrative expenses are payroll costs, employee benefits and depreciation.
In August 1993, the "Omnibus Budget Reconciliation Act of 1993" became
effective. The major provision of the new tax law affecting the Company was
the increase in the maximum corporate income tax rate from 34% to 35%. This 1%
increase in the tax rate was retroactive to January 1, 1993. Therefore, in
accordance with Financial Accounting Standard No. 109, "Accounting for Income
Taxes," the Company recognized an additional $3.5 million income tax expense
during fiscal year 1993.
In recent years, the impact of inflation on the Company's food prices
has been lower than the overall increase in the Consumer Price Index.
New Accounting Standard
The Company adopted Financial Accounting Standard No. 115, "Accounting
for Certain Investments in Debt and Equity Securities," in the first quarter of
1994. This Standard requires the reporting of certain securities at fair value
except for those securities which the Company has the positive intent and
ability to hold to maturity.
The Company adopted the provisions of the new Standard for investments
held as of, or acquired after, the beginning of fiscal 1994. The cumulative
effect of adopting the Standard as of the beginning of fiscal 1994 is not
material. In accordance with the Standard, prior period financial statements
have not been restated to reflect the change in accounting principle.
Item 8. Financial Statements and Supplemental Data
The Company's financial statements, together with the independent
auditors' report thereon, are included in the section following Part IV of this
report.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None
<PAGE> 13
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons of the
Registrant
Certain information concerning the directors of the Company is
incorporated by reference to pages 2 through 5 of the Proxy Statement of the
Company (1995 Proxy Statement) which the Company intends to file no later than
120 days after its fiscal year end. Certain information concerning the
executive officers of the Company is set forth in Part I under the caption
"Executive Officers of the Company."
Item 11. Executive Compensation
Information regarding executive compensation is incorporated by
reference to pages 6 through 8 of the 1995 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of February 24, 1995, the information
with respect to common stock ownership of all Directors, including some who are
5% or more beneficial owners, and all Officers and Directors as a group. Also,
listed are others known by the Company to own beneficially 5% or more of the
shares of the Company's common stock.
<TABLE>
<CAPTION>
Amount and Nature Percent
Name of Beneficial Ownership (1) of Class
---- --------------------------- --------
<S> <C> <C>
Carol Jenkins Barnett 13,134,987 (2) 5.71
Hoyt R. Barnett 23,404,038 (3) 10.17
W. Edwin Crenshaw 662,635 *
Mark C. Hollis 2,598,335 (4) 1.13
Charles H. Jenkins, Jr. 2,288,398 *
Charles H. Jenkins, Sr. 2,629,244 1.14
Howard M. Jenkins 42,027,187 (5) 18.26
Tina P. Johnson 42,724 *
E. V. McClurg 1,993,932 *
William H. Vass 29,486,553 (6) 12.81
All Officers and Directors
as a group (28 individuals) 119,046,387 (7) 51.72
All Other Beneficial Owners:
---------------------------
Publix Super Markets, Inc.
Profit Sharing Plan and Trust 23,278,750 10.11
Publix Super Markets, Inc.
Employee Stock Ownership Plan
and Trust 29,453,743 12.80
Nancy E. Jenkins 15,206,894 (8) 6.61
</TABLE>
*Shares represent less than 1% of class.
Note references are explained on the following page.
<PAGE> 14
(1) As used in the table on the preceding page, "beneficial ownership" means
the sole or shared voting or investment power with respect to the
Company's common stock. Holdings of officers include shares allocated
to their individual accounts in the Company's Employee Stock Ownership
Plan, over which each officer exercises sole voting power and shared
investment power. In accordance with the beneficial ownership
regulations, the same shares of common stock may be included as
beneficially owned by more than one individual or entity. The address
for all beneficial owners is 1936 George Jenkins Boulevard, Lakeland,
Florida 33801.
(2) Excludes shares of common stock beneficially owned by Carol Jenkins
Barnett's husband, as to which Carol Jenkins Barnett disclaims
beneficial ownership.
(3) Hoyt R. Barnett is Trustee of the Profit Sharing Plan which is the
record owner of 23,278,750 shares of common stock over which he
exercises sole voting and investment power. Total shares beneficially
owned excludes shares of common stock owned by Hoyt R. Barnett's wife,
as to which Hoyt R. Barnett disclaims beneficial ownership.
(4) Mark C. Hollis is Co-Trustee with Peoples Bank of Lakeland for 1,508,468
shares of common stock in two family trusts. The remaining shares are
owned in a separate family trust over which Mark C. Hollis is Co-Trustee
with his wife. As Co-Trustee, Mark C. Hollis has shared voting and
investment power for these shares.
(5) Howard M. Jenkins is Voting Trustee of a Voting Trust Agreement
(Agreement), effective May 30, 1987, established by him, his brother and
two of his sisters. The Agreement, as amended, has a ten year term and
covers 41,455,760 shares of common stock, of which 12,396,395 shares are
beneficially owned by Howard M. Jenkins and 14,185,405 shares are
beneficially owned by Nancy E. Jenkins. The remaining shares held under
the Agreement are owned by various individuals who are not beneficial
owners of 5% or more of the Company's common stock. As Trustee, Howard
M. Jenkins has voting power for the shares represented by the Agreement
unless the stockholders of a majority of the shares direct him to vote
all shares in a specified manner. In addition, Howard M. Jenkins
beneficially owns 571,427 shares of common stock which are either
individually owned or owned as Trustee for three trusts over which he
exercises sole voting and investment power.
(6) William H. Vass is Trustee of the Employee Stock Ownership Plan (ESOT)
which is the record owner of 29,453,743 shares of common stock over
which he has shared investment power. As Trustee, William H. Vass
exercises sole voting power over 529,560 shares in the ESOT because such
shares have not been allocated to participants' accounts. The ESOT
participants, not William H. Vass, exercise sole voting power over all
remaining shares in the ESOT.
(7) Includes 52,732,493 shares of common stock owned by the Profit Sharing
Plan and ESOT.
(8) Includes 14,185,405 shares of common stock which are held in and subject
to the Voting Trust Agreement, effective May 30, 1987, for which Howard
M. Jenkins is Voting Trustee.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and related transactions is
incorporated by reference to pages 2 through 5 and 8 of the 1995 Proxy
Statement.
<PAGE> 15
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a) Financial Statements and Schedule
The financial statements and schedule listed in the accompanying Index
to Financial Statements and Schedule are filed as part of this Annual
Report on Form 10-K.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the fourth quarter of
the year ended December 31, 1994.
(c) Exhibits
3(a). Articles of Incorporation of the Company, together with all
amendments thereto are incorporated by reference to the exhibits
to the Annual Report of the Company on Form 10-K for the year
ended December 25, 1993.
3(b). By-laws of the Company are incorporated by reference to the
exhibits to the Annual Report of the Company on Form 10-K, as
amended, for the year ended December 26, 1987.
9. Voting Trust Agreement dated September 12, 1986, between
Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins and
David F. Jenkins, is incorporated by reference to the exhibits
to the Annual Report of the Company on Form 10-K for the year
ended December 31, 1988.
Amendment to Voting Trust Agreement dated September 12, 1986,
between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins
and David F. Jenkins, effective March 8, 1990, is incorporated
by reference to the exhibits to the Annual Report of the
Company on Form 10-K for the year ended December 30, 1989.
Amendment to Voting Trust Agreement dated September 12, 1986,
between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins
and David F. Jenkins, effective June 14, 1991, is incorporated
by reference to the exhibits to the Annual Report of the
Company on Form 10-K for the year ended December 28, 1991.
Amendment to Voting Trust Agreement dated September 12, 1986,
between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins
and David F. Jenkins, effective November 3, 1992, is
incorporated by reference to the exhibits to the Annual Report
of the Company on Form 10-K for the year ended December 26,
1992.
Amendment to Voting Trust Agreement dated September 12, 1986,
between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins
and David F. Jenkins, effective February 26, 1993, is
incorporated by reference to the exhibits to the Annual Report
of the Company on Form 10-K for the year ended December 26,
1992.
Amendment to Voting Trust Agreement dated September 12, 1986,
between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins
and David F. Jenkins, effective March 1, 1994.
18. Letter regarding change in accounting principle is
incorporated by reference to the exhibits to the Annual Report
of the Company on Form 10-K for the year ended December 26,
1992.
27. Financial Data Schedule for the year ended December 31, 1994 (for
SEC use only).
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PUBLIX SUPER MARKETS, INC.
March 14, 1995 By: /s/ S. Keith Billups
--------------------------
S. Keith Billups
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Chairman of the Board, Chief
Executive Officer and Director
/s/ Howard M. Jenkins (Principal Executive Officer) March 14, 1995
---------------------------
Howard M. Jenkins
President, Chief Operating
/s/ Mark C. Hollis Officer and Director March 14, 1995
---------------------------
Mark C. Hollis
Chairman of the Executive
/s/ Charles H. Jenkins, Jr. Committee and Director March 14, 1995
---------------------------
Charles H. Jenkins, Jr.
Executive Vice President
/s/ Hoyt R. Barnett and Director March 14, 1995
---------------------------
Hoyt R. Barnett
Executive Vice President
and Director
/s/ William H. Vass (Principal Financial Officer) March 14, 1995
---------------------------
William H. Vass
Executive Vice President
/s/ W. Edwin Crenshaw and Director March 14, 1995
---------------------------
W. Edwin Crenshaw
/s/ Tina P. Johnson Treasurer and Director March 14, 1995
---------------------------
Tina P. Johnson
Controller
/s/ David P. Phillips (Principal Accounting Officer) March 14, 1995
---------------------------
David P. Phillips
</TABLE>
<PAGE> 17
PUBLIX SUPER MARKETS, INC.
Index to Financial Statements and Schedule
Independent Auditors' Report
Financial Statements:
Balance Sheets - December 31, 1994 and December 25, 1993
Statements of Earnings - Years ended December 31, 1994, December 25, 1993
and December 26, 1992
Statements of Stockholders' Equity - Years ended December 31, 1994,
December 25, 1993 and December 26, 1992
Statements of Cash Flows - Years ended December 31, 1994,
December 25, 1993 and December 26, 1992
Notes to Financial Statements
The following supporting schedule of Publix Super Markets, Inc.
for the years ended December 31, 1994, December 25, 1993 and
December 26, 1992 is submitted herewith:
Schedule:
II - Valuation and Qualifying Accounts
All other schedules are omitted as the required information is
inapplicable or the information is presented in the financial
statements or related notes.
<PAGE> 18
INDEPENDENT AUDITORS' REPORT
To The Stockholders
Publix Super Markets, Inc.:
We have audited the financial statements of Publix Super Markets, Inc. as
listed in the accompanying index. In connection with our audits of the
financial statements, we also have audited the financial statement schedule as
listed in the accompanying index. These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Publix Super Markets, Inc. as
of December 31, 1994, and December 25, 1993 and the results of its operations
and its cash flows for each of the years in the three-year period ended
December 31, 1994, in conformity with generally accepted accounting principles.
Also in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
As discussed in note 1 of the notes to financial statements, the Company
changed its methods of accounting for certain investments in debt and equity
securities during 1994, postretirement benefits and income taxes during 1993
and, during 1992 changed its method of depreciation for all newly acquired
fixed assets.
KPMG PEAT MARWICK LLP
Tampa, Florida
February 28, 1995
<PAGE> 19
PUBLIX SUPER MARKETS, INC.
Balance Sheets
December 31, 1994 and
December 25, 1993
<TABLE>
<CAPTION>
Assets 1994 1993
------ ---- ----
(Amounts in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 188,885 198,997
Short-term investments 77,217 59,763
Receivables from associated companies 878 330
Trade receivables (principally due from
suppliers) 39,971 44,047
Merchandise inventories 480,876 404,602
Deferred tax assets 28,320 25,299
Prepaid expenses 1,767 1,731
---------- ----------
Total current assets 817,914 734,769
---------- ----------
Long-term investments 124,494 199,385
Investment in joint ventures 5,036 5,142
Other noncurrent assets 5,149 5,844
Property, plant and equipment:
Land 67,462 55,787
Buildings and improvements 477,203 396,220
Furniture, fixtures and equipment 1,420,663 1,210,354
Leasehold improvements 234,133 189,263
Construction in progress 122,499 115,373
---------- ----------
2,321,960 1,966,997
Less accumulated depreciation 972,217 857,822
---------- ----------
Net property, plant and equipment 1,349,743 1,109,175
---------- ----------
$2,302,336 2,054,315
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 20
PUBLIX SUPER MARKETS, INC.
Balance Sheets
December 31, 1994 and
December 25, 1993
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity 1994 1993
------------------------------------ ---- ----
(Amounts in thousands)
<S> <C> <C>
Current liabilities:
Current installments of long-term debt $ 1,619 2,010
Accounts payable 434,647 394,863
Accrued expenses:
Salaries and wages 44,028 39,362
Contribution to profit sharing plan
and ESOT 66,768 50,149
Self-insurance reserves 49,295 48,918
Other 58,857 54,054
---------- ----------
Total accrued expenses 218,948 192,483
---------- ----------
Federal and state income taxes 2,729 8,253
---------- ----------
Total current liabilities 657,943 597,609
Long-term debt, excluding current installments 3,031 4,930
Deferred tax liabilities, net 78,168 63,409
Self-insurance reserves 59,710 50,534
Accrued postretirement benefit cost 30,330 26,465
Other noncurrent liabilities --- 3,359
---------- ----------
Total liabilities 829,182 746,306
---------- ----------
Stockholders' equity:
Common stock of $1 par value. Authorized
300,000,000 shares; issued 231,585,497 shares
in 1994 and 238,157,384 shares in 1993 231,585 238,157
Additional paid-in capital 78,421 73,240
Reinvested earnings 1,165,128 1,020,565
---------- ----------
1,475,134 1,331,962
Less: 2,120,612 shares of common stock
acquired from stockholders in 1993,
at cost --- 23,953
Unrealized loss on investment
securities available-for-sale, net 1,980 ---
---------- ----------
Total stockholders' equity 1,473,154 1,308,009
Commitments and contingencies
---------- ----------
$2,302,336 2,054,315
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 21
PUBLIX SUPER MARKETS, INC.
Statements of Earnings
Years ended December 31, 1994, December 25, 1993
and December 26, 1992
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
(Amounts in thousands,
except per share amounts)
<S> <C> <C> <C>
Revenues:
Sales $8,664,795 7,472,652 6,664,309
Other income, net 77,693 81,317 64,444
---------- ---------- ---------
Total revenues 8,742,488 7,553,969 6,728,753
---------- ---------- ---------
Costs and expenses:
Cost of merchandise sold including
store occupancy, warehousing
and delivery expenses 6,712,752 5,834,608 5,184,521
Operating and administrative
expenses 1,650,768 1,429,540 1,289,062
Interest expense 668 1,112 1,493
---------- ---------- ---------
Total costs and expenses 8,364,188 7,265,260 6,475,076
---------- ---------- ---------
Earnings before income tax
expense and cumulative effect
of changes in accounting
principles 378,300 288,709 253,677
Income tax expense 139,733 104,898 87,222
---------- ---------- ---------
Net earnings before cumulative effect
of changes in accounting principles 238,567 183,811 166,455
Cumulative effect on prior years of
changes in accounting principles --- (3,494) ---
---------- ---------- ---------
Net earnings $ 238,567 180,317 166,455
========== ========== =========
Net earnings per common share before
cumulative effect of changes in
accounting principles $ 1.03 .78 .70
Cumulative effect on prior years
of changes in accounting
principles --- (.02) ---
---------- ---------- ---------
Net earnings per common share,
based on weighted average
shares outstanding $ 1.03 .76 .70
========== ========== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 22
PUBLIX SUPER MARKETS, INC.
Statements of Stockholders' Equity
Years ended December 31, 1994, December 25, 1993
and December 26, 1992
<TABLE>
<CAPTION>
Common Unrealized
stock loss on
acquired investment Total
Additional from securities stock-
Common paid-in Reinvested stock- available- holders'
stock capital earnings holders for-sale, net equity
----- ------- -------- ------- ------------- ------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balances at December 28, 1991 $242,171 74,040 752,252 --- --- 1,068,463
Net earnings for the year --- --- 166,455 --- --- 166,455
Cash dividends, $.08 per share --- --- (19,157) --- --- (19,157)
Contribution of 1,307,863 shares to ESOT --- 1,632 --- 12,494 --- 14,126
8,796,502 shares acquired from stockholders --- --- --- (91,155) --- (91,155)
Sale of 2,570,451 shares to stockholders --- --- --- 27,253 --- 27,253
Retirement of 4,307,044 shares (4,307) --- (40,326) 44,633 --- ---
Issuance of 611,144 shares for acquisitions --- (4,669) --- 6,775 --- 2,106
-------- ------ --------- -------- ------ ---------
Balances at December 26, 1992 237,864 71,003 859,224 --- --- 1,168,091
Net earnings for the year --- --- 180,317 --- --- 180,317
Cash dividends, $.08 per share --- --- (18,976) --- --- (18,976)
Contribution of 3,297,684 shares to ESOT --- (849) --- 37,772 --- 36,923
6,563,903 shares acquired from stockholders --- --- --- (74,860) --- (74,860)
Sale of 1,145,607 shares to stockholders 293 3,086 --- 13,135 --- 16,514
-------- ------ --------- -------- ------ ---------
Balances at December 25, 1993 238,157 73,240 1,020,565 (23,953) --- 1,308,009
Net earnings for the year --- --- 238,567 --- --- 238,567
Cash dividends, $.09 per share --- --- (20,782) --- --- (20,782)
Contribution of 3,306,417 shares to ESOT --- 5,181 --- 39,302 --- 44,483
9,255,992 shares acquired from stockholders --- --- --- (114,350) --- (114,350)
Sale of 1,498,300 shares to stockholders --- --- --- 19,207 --- 19,207
Increase in valuation allowance --- --- --- --- (1,980) (1,980)
Retirement of 6,571,887 shares (6,572) --- (73,222) 79,794 --- ---
-------- ------ --------- -------- ------ ---------
Balances at December 31, 1994 $231,585 78,421 1,165,128 --- (1,980) 1,473,154
======== ====== ========= ======== ====== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 23
PUBLIX SUPER MARKETS, INC.
Statements of Cash Flows
Years ended December 31, 1994, December 25, 1993
and December 26, 1992
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
(Amounts in thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Cash received from customers $8,725,307 7,523,939 6,705,859
Cash paid to employees and suppliers (8,120,031) (7,002,932) (6,240,419)
Cash paid to ESOT --- --- (21,200)
Dividends and interest received 17,344 16,323 16,809
Interest paid (763) (1,112) (1,493)
Income taxes paid (136,533) (93,583) (92,452)
Payment for self-insured claims (80,044) (68,210) (67,389)
Other operating cash receipts 12,231 309 767
Other operating cash payments (6,610) (4,303) (3,677)
---------- --------- ---------
Net cash provided by operating
activities 410,901 370,431 296,805
---------- --------- ---------
Cash flows from investing activities:
Payment for property, plant and
equipment (374,190) (320,167) (202,597)
Proceeds from sale of property, plant
and equipment 1,500 4,750 1,271
Payment for investment securities --- (282,109) (107,737)
Payment for investment securities -
held-to-maturity (HTM) (14,735) --- ---
Payment for investment securities -
available-for-sale (AFS) (189,597) --- ---
Proceeds from sale of investment
securities --- 214,721 60,829
Proceeds from sale and maturities of
investment securities - HTM 16,527 --- ---
Proceeds from sale of investment
securities - AFS 257,396 --- ---
Investment in joint ventures 185 (656) (2,479)
Other, net 116 (2,174) (237)
---------- --------- ---------
Net cash used in investing activities (302,798) (385,635) (250,950)
---------- --------- ---------
Cash flows from financing activities:
Payment of long-term debt (2,290) (1,950) (4,197)
Proceeds from sale of common stock 19,207 16,514 27,253
Payment for acquisition of common stock (114,350) (74,860) (91,155)
Dividends paid (20,782) (18,976) (19,157)
Other, net --- --- 2,106
---------- --------- ---------
Net cash used in financing activities (118,215) (79,272) (85,150)
---------- --------- ---------
Net decrease in cash and cash equivalents (10,112) (94,476) (39,295)
Cash and cash equivalents at beginning
of year 198,997 293,473 332,768
---------- --------- ---------
Cash and cash equivalents at end of year $ 188,885 198,997 293,473
========== ========= =========
</TABLE>
See accompanying notes to financial statements.
(Continued)
<PAGE> 24
PUBLIX SUPER MARKETS, INC.
Statements of Cash Flows
(Continued)
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
(Amounts in thousands)
<S> <C> <C> <C>
Reconciliation of Net Earnings to Net Cash
Provided by Operating Activities
Net earnings $238,567 180,317 166,455
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Cumulative effect of changes in accounting
principles, net of taxes --- 3,494 ---
Depreciation and amortization 128,993 116,797 118,363
Contribution to ESOT 27,500 22,000 ---
Deferred income taxes 12,981 1,462 2,230
(Gain) loss on sale of property, plant and
equipment 3,672 (1,225) 7,870
(Gain) loss on sale of investments 3,234 (5,682) (5,605)
Self-insurance reserves in excess of
current payments 9,553 21,906 11,346
Postretirement accruals in excess of
current payments 3,865 1,858 ---
Decrease in purchase allowances (3,358) (3,358) (3,358)
Other, net (1,201) (50) 13
Changes in current assets and liabilities:
Increase in short-term investments (17,454) (9,397) (50,366)
(Increase) decrease in receivables 3,528 (5,550) (9,898)
Increase in merchandise inventories (76,274) (40,647) (16,401)
(Increase) decrease in prepaid expenses (36) (860) 152
Increase in accounts payable and accrued
expenses 82,855 83,698 83,464
Increase (decrease) in income taxes payable (5,524) 5,668 (7,460)
-------- ------- -------
Total adjustments 172,334 190,114 130,350
-------- ------- -------
Net cash provided by operating activities $410,901 370,431 296,805
======== ======= =======
</TABLE>
See accompanying notes to financial statements.
<PAGE> 25
PUBLIX SUPER MARKETS, INC.
Notes to Financial Statements
December 31, 1994, December 25, 1993
and December 26, 1992
(1) Summary of Significant Accounting Policies
(a) Definition of Fiscal Year
The fiscal year ends on the last Saturday in December. Fiscal
year 1994 includes 53 weeks. Fiscal years 1993 and 1992 include
52 weeks.
(b) Cash Equivalents
The Company considers all liquid investments with maturities of
three months or less to be cash equivalents.
(c) Investments
At the beginning of fiscal year 1994, the Company adopted
Financial Accounting Standard No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," for investments held
as of, or acquired after, the beginning of fiscal 1994, without
restating prior years' financial statements. The cumulative
effect of adopting the Standard as of the beginning of fiscal
1994 is not material (note 8).
(d) Investment in Joint Ventures
The Company has invested in joint ventures to develop shopping
centers. The investment in these joint ventures is accounted for
using the equity method.
(e) Inventories
Inventories are valued at cost (principally the dollar value
last-in, first-out method) including store inventories which are
calculated by the retail method.
(f) Property, Plant and Equipment and Depreciation
Maintenance and repairs are charged to expense as incurred.
Expenditures for renewals and betterments are capitalized. The
gain or loss on traded items is applied to the asset accounts or
reflected in income for disposed items.
Prior to fiscal year 1992, depreciation was computed for
financial statement purposes by the declining balance and
straight-line methods. During 1992, the Company adopted the
straight-line method of depreciation for all newly acquired fixed
assets. Assets acquired before 1992 continue to be depreciated
using prior years' depreciation methods. The change to the
straight-line method of depreciation was made to conform to
predominant industry practice. Use of the straight-line method
of depreciation on assets placed in service in 1994, 1993 and
1992, as compared with accelerated methods, resulted in decreases
in depreciation expense of approximately $37,035,000, $20,800,000
and $4,743,000, and increases in net earnings of approximately
$19,316,000, $10,848,000, and $2,514,000 or $.08, $.05 and $.01
per share in 1994, 1993 and 1992, respectively.
(Continued)
<PAGE> 26
PUBLIX SUPER MARKETS, INC.
Notes to Financial Statements
(g) Postretirement Benefits
At the beginning of fiscal year 1993, the Company adopted
Financial Accounting Standard No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," without restating
prior years' financial statements. This Standard requires that
an employer's obligation for postretirement benefits be fully
accrued by the date the employees attain full eligibility to
receive these benefits. The cumulative effect of the change in
method of accounting for postretirement benefits has been
reported in the 1993 statement of earnings (note 3).
(h) Self-insurance
Self-insurance reserves are established for health care, fleet
liability, general liability and workers' compensation claims.
These reserves are determined based on actual experience
including, where necessary, actuarial studies. The Company has
insurance coverage for losses in excess of varying amounts.
(i) Income Taxes
At the beginning of fiscal year 1993, the Company adopted
Financial Accounting Standard No. 109, "Accounting for Income
Taxes," without restating prior years' financial statements.
This Standard required a change from the deferred method of
accounting for income taxes of APB Opinion 11 to the asset and
liability method of accounting for income taxes. The cumulative
effect of the change in method of accounting for income taxes has
been reported in the 1993 statement of earnings (note 6).
(j) Reclassification
Certain 1993 amounts have been reclassified to conform with the
1994 presentation.
(2) Merchandise Inventories
If the first-in, first-out method of valuing inventories had been used
by the Company, inventories and current assets would have been higher
than reported by approximately $90,276,000, $83,741,000 and $87,012,000
as of December 31, 1994, December 25, 1993 and December 26, 1992,
respectively. Also, net earnings would have increased by approximately
$3,408,000 or $.01 per share in 1994 and decreased $1,706,000 or less
than $.01 per share in 1993 and decreased $1,547,000 or less than $.01
per share in 1992.
(3) Postretirement Benefits
The Company provides life insurance benefits for salaried and hourly
full-time employees. Such employees retiring from the Company on or
after attaining age 55 and having ten years of credited service are
entitled to postretirement life insurance benefits. The Company funds
the life insurance benefits on a pay-as-you-go basis. During 1994 and
1993, the Company made benefit payments to retirees of approximately
$657,000 and $702,000, respectively.
As discussed in Note 1, the Company adopted Statement 106 at the
beginning of fiscal year 1993. The accumulated postretirement benefit
obligation accrued was $24,607,000. The cumulative effect of this
accounting change decreased net earnings by approximately $15,347,000 in
fiscal 1993.
2 (Continued)
<PAGE> 27
PUBLIX SUPER MARKETS, INC.
Notes to Financial Statements
<TABLE>
<CAPTION>
1994 1993
---- ----
(Amounts in thousands)
<S> <C> <C>
Net postretirement benefit cost consists
of the following components:
Service cost attributed to service
during the year $ 1,440 1,039
Interest cost on postretirement
benefit obligation 2,405 2,052
Net amortization 145 ---
------- ------
Net periodic postretirement benefit cost $ 3,990 3,091
======= ======
The following summarizes the reconciliation of the
amounts recognized in the Company's balance sheets
as of December 31, 1994 and December 25, 1993:
Accumulated postretirement benefit obligation:
Retirees $12,105 10,738
Fully eligible active plan participants 9,032 9,150
Other active plan participants 12,041 12,209
------- ------
Accumulated postretirement benefit obligation 33,178 32,097
Unrecognized net loss (2,848) (5,632)
------- ------
Accrued postretirement benefit cost $30,330 26,465
======= ======
</TABLE>
The accumulated postretirement benefit obligation as of December 31,
1994 was determined using an assumed discount rate of 8.25% and a salary
increase rate of 4%. The accumulated postretirement benefit obligation
as of December 25, 1993 was determined using an assumed discount rate of
7.25% and a salary increase rate of 4%. The change in the discount rate
from 7.25% to 8.25% decreased the accumulated postretirement benefit
obligation by $5,366,000 and is expected to decrease annual
postretirement benefit costs by $505,000 beginning in 1995.
(4) Common Stock Split
On May 12, 1992, the Company's stockholders approved an increase in the
number of authorized shares of common stock from 60,000,000 shares to
300,000,000 shares to effect a 5-for-1 stock split. All data in the
accompanying financial statements has been restated to give retroactive
effect for the stock split.
(5) Retirement Plans
The Company has a trusteed, noncontributory profit sharing plan for the
benefit of eligible employees. The amount of the Company's contribution
to this plan is determined by the Board of Directors. The contribution
cannot exceed 15% of compensation paid to participants. Contributions
to this plan amounted to $44,564,000 in 1994, $33,976,000 in 1993 and
$29,867,000 in 1992.
3 (Continued)
<PAGE> 28
PUBLIX SUPER MARKETS, INC.
Notes to Financial Statements
The Company has an Employee Stock Ownership Trust (ESOT). Annual
contributions to the ESOT are determined by the Board of Directors and
can be made in Company stock or cash. In 1994, the Company contributed
2,000,000 shares of its common stock to the ESOT at an appraised value
resulting in an expense to the Company of $27,500,000. In 1993, the
Company contributed 2,000,000 shares of its common stock to the ESOT at
an appraised value resulting in an expense to the Company of
$22,000,000. In 1992, the Company contributed $21,200,000 in cash to
the ESOT. During 1994, 1993 and 1992, the Board of Directors approved
additional contributions to the ESOT of $22,257,000, $16,983,000 and
$14,923,000, respectively. The additional contributions are made to the
ESOT during the subsequent year.
Effective January 1, 1995, the Company implemented a 401(K) plan for the
benefit of eligible employees. The 401(K) plan is a voluntary defined
contribution plan. Eligible employees may contribute up to 6% of their
annual compensation, subject to certain maximum contribution
restrictions. The amount of the Company's contribution to this plan is
determined by the Board of Directors.
The Company intends to continue the profit sharing plan, ESOT and 401(K)
plan indefinitely; however, the right to modify, amend or terminate
these plans has been reserved. In the event of termination, all amounts
contributed under the plans must be paid to the participants or their
beneficiaries.
(6) Income Taxes
As discussed in Note 1, the Company adopted Statement 109 at the
beginning of fiscal year 1993. The cumulative effect of this accounting
change resulted in a reduction of deferred Federal and state income
taxes and an increase in net earnings of approximately $11,853,000.
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
Current Deferred Total
------- -------- -----
(Amounts in thousands)
<S> <C> <C> <C>
1994:
Federal $107,798 11,090 118,888
State 18,954 1,891 20,845
-------- ------ -------
$126,752 12,981 139,733
======== ====== =======
1993:
Federal $ 89,580 (340) 89,240
State 15,861 (203) 15,658
-------- ------ -------
$105,441 (543) 104,898
======== ====== =======
1992:
Federal $ 72,271 1,895 74,166
State 12,721 335 13,056
-------- ------ -------
$ 84,992 2,230 87,222
======== ====== =======
</TABLE>
4 (Continued)
<PAGE> 29
PUBLIX SUPER MARKETS, INC.
Notes to Financial Statements
Income tax expense amounted to $139,733,000 for 1994 (an effective rate
of 36.9%), $104,898,000 for 1993 (an effective rate of 36.3%) and
$87,222,000 for 1992 (an effective rate of 34.4%). The actual expense
for 1994, 1993 and 1992 differs from the "expected" tax expense for
those years (computed by applying the U.S. Federal corporate tax rate of
35% for 1994 and 1993 and 34% for 1992 to earnings before income taxes)
as follows:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
(Amounts in thousands)
<S> <C> <C> <C>
Computed "expected" tax expense $132,405 101,048 86,250
State income taxes (net of
Federal income tax benefit) 13,550 10,178 8,617
Tax exempt interest (4,589) (5,065) (5,418)
Effect of change in tax rate on
deferred tax assets/liabilities --- 970 ---
Other, net (1,633) (2,233) (2,227)
-------- ------- ------
$139,733 104,898 87,222
======== ======= ======
</TABLE>
The "Omnibus Budget Reconciliation Act of 1993" included various rule
changes and increased the maximum corporate income tax rate from 34% to
35%, effective January 1, 1993. The impact of the new tax law increased
the Company's 1993 income tax expense by $3,484,000. This included
$2,514,000 attributable to the new tax rate on current income and
$970,000 resulting from an adjustment of deferred tax balances.
The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and deferred tax liabilities as of
December 31, 1994 and December 25, 1993 are as follows:
<TABLE>
<CAPTION>
1994 1993
---- ----
(Amounts in thousands)
<S> <C> <C>
Deferred tax assets:
Self-insurance reserves $ 40,484 36,008
Postretirement benefit cost 11,700 10,039
Uniform inventory capitalization 6,348 5,958
Other 12,923 11,669
-------- -------
Total deferred tax assets $ 71,455 63,674
======== =======
Deferred tax liabilities:
Difference in tax basis of property,
plant and equipment, net $120,663 101,784
Other 640 ---
-------- -------
Total deferred tax liabilities $121,303 101,784
======== =======
</TABLE>
The Company expects the results of future operations to generate
sufficient taxable income to allow utilization of deferred tax assets.
5 (Continued)
<PAGE> 30
PUBLIX SUPER MARKETS, INC.
Notes to Financial Statements
(7) Fair Value of Financial Instruments
The following methods and assumptions were used by the Company in
estimating the fair value of its financial instruments:
Cash and cash equivalents: The carrying amount for cash and cash
equivalents approximates fair value.
Investment securities: The fair value for marketable debt and equity
securities are based on quoted market prices.
Long-term debt, including current installments: The carrying amount for
long-term debt approximates fair value based on current interest rates.
The carrying amount and fair value of the Company's financial
instruments as of December 31, 1994 and December 25, 1993 are as
follows:
<TABLE>
<CAPTION>
1994 1993
------------------- ------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------ ----- ------ -----
(Amounts in thousands)
<S> <C> <C> <C> <C>
Cash and cash equivalents $188,885 188,885 198,997 198,997
Investment securities:
Short-term investments 77,217 77,217 59,763 60,064
Long-term investments 124,494 124,494 199,385 202,118
Long-term debt, including
current installments 4,650 4,650 6,940 6,940
</TABLE>
(8) Investments
Management determines the appropriate classification of debt securities
at the time of purchase and reevaluates such designation as of each
balance sheet date. Debt securities are classified as held-to-maturity
when the Company has the positive intent and ability to hold the
securities to maturity. Held-to-maturity securities are stated at cost,
adjusted for amortization of premiums and accretion of discounts to
maturity. Such amortization is included in other income, net. The
Company had no held-to-maturity securities as of December 31, 1994.
Beginning with the fourth quarter of 1994, the Company transferred
$62,254,000 of securities from the held-to-maturity classification to
the available-for-sale classification. This amount represented the
amortized cost of the securities at the date of transfer. The fair
value of these securities was $61,408,000 resulting in a net unrealized
loss of $846,000. The change in classification was a result of a change
in management's intent with respect to these securities. In order to
have the flexibility to respond to changes in interest rates and to take
advantage of changes in the availability of and the yield on alternative
investments, management determined that the classification of these
securities as available-for-sale was appropriate.
6 (Continued)
<PAGE> 31
PUBLIX SUPER MARKETS, INC.
Notes to Financial Statements
Debt securities not classified as held-to-maturity and marketable equity
securities are classified as available-for-sale. Available-for-sale
securities are carried at fair value, with the unrealized gains and
losses, net of tax, reported as a separate component of stockholders'
equity. The cost of debt securities in this category is adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization is included in other income, net. Realized gains and
losses and declines in value judged to be other-than-temporary on
available-for-sale securities are included in other income, net. The
cost of securities sold is based on the specific identification method.
Following is a summary of available-for-sale securities as of December
31, 1994:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- ---------
(Amounts in thousands)
<S> <C> <C> <C> <C>
Tax-free bonds $185,042 53 2,101 182,994
Equity securities 19,805 334 1,509 18,630
-------- --- ----- -------
$204,847 387 3,610 201,624
======== === ===== =======
</TABLE>
For the fiscal year ended December 31, 1994, the realized gains on sales
of available-for-sale securities totaled $1,562,000 and the realized
losses totaled $4,751,000. The adjustment for unrealized losses on
available-for-sale securities, net of applicable income taxes, included
as a separate component of stockholders' equity, totaled $1,980,000.
The amortized cost and estimated fair value of debt and marketable
equity securities classified as available-for-sale as of December 31,
1994, by expected maturity, are as follows:
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
--------- ---------
(Amounts in thousands)
<S> <C> <C>
Due in one year or less $ 77,410 77,130
Due after one year through
three years 65,873 64,700
Due after three years 41,759 41,164
-------- -------
185,042 182,994
Equity securities 19,805 18,630
-------- -------
$204,847 201,624
======== =======
</TABLE>
As of December 31, 1994, the Company classified its one investment in
common stock as a trading security. This investment had a cost of
$198,000 and a fair value of $87,000. The unrealized loss on this
investment is included in the statement of earnings as a reduction of
other income, net.
7 (Continued)
<PAGE> 32
PUBLIX SUPER MARKETS, INC.
Notes to Financial Statements
(9) Commitments and Contingencies
(a) Operating Leases
The Company conducts a major portion of its retail operations
from leased store and shopping center premises generally under 20
year leases. Contingent rentals paid to lessors of certain store
facilities are determined on the basis of a percentage of sales
in excess of stipulated minimums plus, in certain cases,
reimbursement of taxes and insurance.
Total rental expense, net of sublease rental income, for the
years ended December 31, 1994, December 25, 1993 and December 26,
1992, is as follows:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
(Amounts in thousands)
<S> <C> <C> <C>
Minimum rentals $101,918 85,967 74,796
Contingent rentals 11,942 10,731 10,267
Sublease rental income (2,364) (2,253) (1,728)
-------- ------ ------
$111,496 94,445 83,335
======== ====== ======
</TABLE>
As of December 31, 1994, future minimum lease payments for all noncancelable
operating leases and related subleases are as follows:
<TABLE>
<CAPTION>
Minimum Sublease
rental rental
Year commitments income Net
---- ----------- ------ ---
(Amounts in thousands)
<S> <C> <C> <C>
1995 $ 110,949 1,339 109,610
1996 110,274 1,049 109,225
1997 109,423 902 108,521
1998 108,021 673 107,348
1999 106,716 458 106,258
Thereafter 1,110,333 930 1,109,403
---------- ----- ---------
$1,655,716 5,351 1,650,365
========== ===== =========
</TABLE>
The Company also owns shopping centers which are leased to
tenants for minimum monthly rentals plus, in certain instances,
contingent rentals. Contingent rentals received are determined
on the basis of a percentage of sales in excess of stipulated
minimums plus, in certain instances, taxes. Contingent rentals
were estimated at December 31, 1994 and are included in trade
receivables. Rental income was approximately $8,624,000 in
1994, $7,624,000 in 1993, and $7,034,000 in 1992. The
approximate amounts of minimum future rental payments to be
received under operating leases are $9,956,000, $8,528,000,
$6,681,000, $4,928,000 and $3,315,000 for the years 1995 through
1999, respectively, and $10,598,000 thereafter.
8 (Continued)
<PAGE> 33
PUBLIX SUPER MARKETS, INC.
Notes to Financial Statements
(b) Lines of Credit
The Company has committed lines of credit for $100,000,000 and
one uncommitted line of credit for $25,000,000 available for
short-term borrowings, with interest rates at or below the prime
rate. There were no amounts outstanding as of December 31, 1994
or December 25, 1993. The Company pays no fees related to these
lines.
(c) Litigation
A notice of charge was issued by the Equal Employment
Opportunity Commission ("EEOC") on March 25, 1992, In the
Matter of: Kemp v. Publix Super Markets, Inc., Charge No.
###-##-####, alleging that the Company had engaged in past
violations and was engaged in continuing violations of Title VII
of the Civil Rights Act, as amended, by discriminating against
women with respect to job assignments and promotions because of
their sex. As currently amended, the charge covers employment
practices by the Company in the State of Florida as a whole.
On December 6, 1993, the EEOC gave notice it was expanding the
scope of its investigation to include allegations of race
discrimination. The EEOC has requested the Company to compile
information and produce documents relating to these allegations.
On October 13, 1994, the EEOC applied to the United States
District Court, Southern District of Florida in Miami, for an
order to show cause why an administrative subpoena issued by the
EEOC to the Company should not be enforced (EEOC v. Publix Super
Markets, Inc., Case No. 94-2119). The EEOC has agreed to
substantial reductions in the information requested and further
discussions as to additional reductions in the information
requested are pending.
The Company denies the allegations of the charge and the
subsequent attempted expansion of the charge. The EEOC has
advised that the charge does not in any respect constitute a
final finding of a violation, but that the EEOC has a statutory
duty to conduct a full and impartial investigation for the
purpose of determining whether the facts and circumstances
afford the EEOC reasonable cause to believe that the Company's
employment patterns and practices constitute discrimination on
the basis of sex and race.
The EEOC's investigation of the charge remains at the stage of
considering whether there is reasonable cause to believe the
allegations of the charge. At this early stage, the likelihood
of an adverse finding of the Company's liability and an estimate
of the amount of any exposure for any such liability cannot be
determined.
The Company is also a party in various legal claims and actions
considered in the normal course of business. Management
believes that the ultimate disposition of these matters will not
have a material effect on the Company's liquidity, results of
operations or financial condition.
9
<PAGE> 34
Schedule II
PUBLIX SUPER MARKETS, INC.
Valuation and Qualifying Accounts
Years Ended December 31, 1994, December 25, 1993
and December 26, 1992
(Amounts in thousands)
<TABLE>
<CAPTION>
Balance at Additions Deductions Balance at
beginning charged to from end of
Description of year income reserves year
----------- ------- ------ -------- ----
<S> <C> <C> <C> <C>
Year ended December 31, 1994:
Reserves not deducted from assets:
Self-insurance reserves:
-Current $48,918 80,421 80,044 49,295
-Noncurrent 50,534 9,176 --- 59,710
------- ------ ------ -------
$99,452 89,597 80,044 109,005
======= ====== ====== =======
Year ended December 25, 1993:
Reserves not deducted from assets:
Self-insurance reserves:
-Current $32,108 85,020 68,210 48,918
-Noncurrent 45,438 5,096 --- 50,534
------- ------ ------ ------
$77,546 90,116 68,210 99,452
======= ====== ====== ======
Year ended December 26, 1992:
Reserves not deducted from assets:
Self-insurance reserves:
-Current $22,995 76,502 67,389 32,108
-Noncurrent 43,204 2,234 --- 45,438
------- ------ ------ ------
$66,199 78,736 67,389 77,546
======= ====== ====== ======
</TABLE>
<PAGE> 35
PUBLIX SUPER MARKETS, INC.
Index to Exhibit
EXHIBIT 9 Amendment to Voting Trust Agreement
EXHIBIT 27 Financial Data Schedule for the year ended December 31,
1994. (for SEC use only)
<PAGE> 1
EXHIBIT 9
AMENDMENT TO THE VOTING TRUST AGREEMENT
This is an Amendment (the "Amendment") to a Voting Trust Agreement
dated September 12, 1986 (the "Voting Trust Agreement") among Julia J.
Fancelli, Howard M. Jenkins, Nancy E. Jenkins, and David F. Jenkins, any other
person (including a trustee) who elects to become a party hereto (the
"Shareholders") and Howard M. Jenkins as trustee (the "Trustee").
Background
From time to time, several of the Shareholders have expressed a desire
to sell voting trust certificates representing shares of Publix Super Markets,
Inc. ("Publix") common stock. However, the experience of the Shareholders to
date has been that the voting trust certificates have been difficult to sell.
The Shareholders now realize that it is in their best interest to remove a
number of shares from the voting trust created by the Voting Trust Agreement
(the "Voting Trust") in order that each Shareholder might have a supply of
readily marketable shares of Publix common stock. Accordingly, in the
consideration of the mutual covenants and agreements set forth below, the
parties agree as follows:
Terms
1. Removal of Shares from the Voting Trust. The Trustee shall
transfer 1,000,000 shares of Publix common stock, presently held by the Trustee
pursuant to the Voting Trust Agreement to each of the Shareholders upon
surrender of voting trust certificates representing 1,000,000 shares of Publix
common stock, duly endorsed for cancellation.
2. Effective Time. This Amendment was effective March 1, 1994.
3. Amendment to be Deposited with Publix. The Trustee shall
deposit a copy of an executed copy of this Amendment with the Secretary of
Publix.
1
<PAGE> 2
4. Voting Trust Agreement to Remain in Full Force and Effect.
Except as specifically amended by this Amendment, the Voting Trust Agreement
will remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment on
the dates set forth below.
Date: January 20 , 1995. /s/ Julia Jenkins Fancelli
----------------------- ------------------------------
Julia Jenkins Fancelli
Date: January 20 , 1995. /s/ Nancy E. Jenkins
----------------------- ------------------------------
Nancy E. Jenkins
Date: January 20 , 1995. /s/ David F. Jenkins
----------------------- ------------------------------
Daivd F. Jenkins
Date: January 20 , 1995. /s/ Howard M. Jenkins
----------------------- ------------------------------
Howard M. Jenkins
Individually and as Trustee
2
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENT OF PUBLIX SUPERMARKET FOR THE YEAR ENDED DECEMBER 31, 1994,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> DEC-26-1993
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<CASH> 188,885
<SECURITIES> 77,217
<RECEIVABLES> 39,971
<ALLOWANCES> 0
<INVENTORY> 480,876
<CURRENT-ASSETS> 817,914
<PP&E> 2,321,960
<DEPRECIATION> 972,217
<TOTAL-ASSETS> 2,302,336
<CURRENT-LIABILITIES> 657,943
<BONDS> 3,031
<COMMON> 231,585
0
0
<OTHER-SE> 1,241,569
<TOTAL-LIABILITY-AND-EQUITY> 2,302,336
<SALES> 8,664,795
<TOTAL-REVENUES> 8,742,488
<CGS> 6,712,752
<TOTAL-COSTS> 8,363,520
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 668
<INCOME-PRETAX> 378,300
<INCOME-TAX> 139,733
<INCOME-CONTINUING> 238,567
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 238,567
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 1.03
</TABLE>
