<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 28, 1996
( ) 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 33815
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (941) 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 March 4, 1997 was approximately
$2,761,432,191.
The number of shares of Registrant's common stock outstanding as of
March 4, 1997 was 219,559,931.
DOCUMENTS INCORPORATED BY REFERENCE
Pages 2 through 8 of Proxy Statement solicited for the 1997 Annual
Meeting of Stockholders to be held on May 13, 1997 are incorporated by
reference in Items 10, 11 and 13 of Part III hereof.
<PAGE> 2
PART I
Item 1. Business
- -----------------
Publix Super Markets, Inc. is based in Lakeland, Florida and was
incorporated in Florida on December 27, 1921. Publix Super Markets,
Inc. and its wholly owned subsidiary, hereinafter collectively
referred to as the "Company," is in the business of operating retail
food supermarkets in Florida, Georgia, South Carolina and Alabama.
The Company's supermarkets sell groceries, dairy, 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, and Lawrenceville, Georgia. The bakery and deli plants are
located in Lakeland, Florida. The Company receives the food and non-
food items it distributes from many sources. 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 534 supermarkets at the end of 1996,
compared with 508 at the beginning of the year. In 1996, 34 stores
were opened, eight stores were closed, and 12 stores were expanded or
remodeled. The net increase in square footage was 1.4 million or 6.2%
since 1995. The Company entered the Georgia market in 1991, the South
Carolina market in 1993, and the Alabama market in 1996. At the end
of 1996, the Company had 446 stores located in Florida, 73 located in
Georgia, 13 located in South Carolina and two located in Alabama.
As of year end, the Company had 12 stores under construction in
Florida, 10 in Georgia, three in South Carolina and one in Alabama.
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 1997.
The influx of winter residents to Florida and increased purchases
of food during the traditional Thanksgiving, Christmas and Easter
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 103,000 employees at the end of
1996, compared with 95,000 at the end of 1995. Of this total,
approximately 64,000 at the end of 1996 and 60,000 at the end of 1995
were not full-time employees.
The Company's research and development expenses are
insignificant.
Compliance by the Company with Federal, state and local
environmental protection laws during 1996 had no material effect upon
capital expenditures, earnings or the competitive position of the
Company.
<PAGE> 3
Item 2. Properties
- -------------------
At year end, the Company operated approximately 23.9 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 45 locations both the building and land are owned and at 29 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.
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
- --------------------------
The Company was the subject of a notice of charge (the "Charge")
issued by the Equal Employment Opportunity Commission (the "EEOC") in
March 1992, In the Matter of: Kemp v. Publix Super Markets, Inc.,
alleging that the Company had and was engaged in violations of Title
VII of the Federal Civil Rights Act by discriminating against women
with respect to job assignments and promotions because of their
gender. The Charge was subsequently expanded to include allegations
of race discrimination.
The Company was also a defendant in a certified class action
filed in July 1995 in the Federal District Court for the Middle
District of Florida, Tampa Division (the "Court"), by certain present
or former employees of the Company, individually and on behalf of all
other persons similarly situated (the "Shores case"). The plaintiffs
alleged that the Company had and was then engaged in a policy and
pattern or practice of gender-based discriminatory treatment of female
employees with respect to job assignments, promotional opportunities,
management positions, equal pay, full-time status, bonuses, and other
benefits and conditions of employment, all in violation of Title VII
of the Federal Civil Rights Act, as well as the Florida Civil Rights
Act of 1992. The litigation class certified by the Court consisted of
all female employees of the Company who from May 22, 1991 (Florida and
South Carolina operations) or from October 19, 1991 (Georgia
operations) had worked or were working in the Company's retail
operations; expressly excluded were females who had worked only in the
Company's pharmacy operations.
On January 24, 1997, the Company, the EEOC and the plaintiffs in
the Shores case entered into a settlement agreement (the "Shores
Agreement") with respect to all matters related to the case. On
January 27, 1997, the Court preliminarily approved the Shores
Agreement. All parties intend to diligently pursue final approval of
the Shores Agreement with the Court.
Under the Shores Agreement, the Company will pay $81.5 million to
the plaintiffs, their counsel and other class members. The Company
agreed to establish a formal system by which employees will be
considered for promotion. Promotions will be based on qualifications
and expressed interest of employees. The Company has also agreed to
make certain other procedural changes.
<PAGE> 4
Also on January 24, 1997, the Company agreed with the EEOC (the
"EEOC Agreement") to settle all pending EEOC charges related to gender
and race discrimination that were not included in the Shores
Agreement. Under the EEOC Agreement, the Company agreed to pay an
additional $3.5 million to members of the affected classes. The
Company also agreed to follow procedures with respect to class members
similar to those established under the Shores Agreement.
The settlement agreements recognize that the Company continues to
deny that it has engaged in any unlawful discriminatory activity.
The Company will pay the settlements from liquid investment funds
currently on hand and the settlements were charged against the
Company's fiscal 1996 fourth quarter results. Management does not
believe that the settlements will cause any cash flow or liquidity
problems or will have any material impact on the Company's future
financial results.
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
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF THE COMPANY
Served as
Nature of Family Officer of
Relationship Company
Name Age Position Between Officers Since
---- --- -------- ---------------- -----
<S> <C> <C> <C> <C>
Howard M. Jenkins 45 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
Charles H. Jenkins, Jr. 53 Chairman of the Cousin of 1974
Executive Committee Howard M. Jenkins and
cousin of
W. Edwin Crenshaw
W. Edwin Crenshaw 46 President Nephew of 1990
Howard M. Jenkins
and cousin of
Charles H. Jenkins, Jr.
William H. Vass 47 Executive 1986
Vice President
Hoyt R. Barnett 53 Executive Brother-in-law of 1977
Vice President Howard M. Jenkins
Jesse L. Benton 54 Vice President 1988
S. Keith Billups 64 Secretary 1968
Bennie F. Brown 55 Vice President 1992
R. Scott Charlton 38 Vice President 1992
William R. Curry 56 Vice President 1990
Carolyn C. Day 51 Assistant Secretary 1992
Glenn J. Eschrich 52 Vice President 1995
William V. Fauerbach 50 Vice President 1997
John R. Frazier 46 Vice President 1997
M. Clayton Hollis, Jr. 40 Vice President 1994
Mark R. Irby 41 Vice President 1989
Tina P. Johnson 37 Vice President 1990
and Treasurer
James J. Lobinsky 57 Vice President 1992
Thomas M. McLaughlin 46 Vice President 1994
Sharon A. Miller 53 Assistant Secretary 1992
Robert H. Moore 54 Vice President 1994
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS OF THE COMPANY
Served as
Nature of Family Officer of
Relationship Company
Name Age Position Between Officers Since
---- --- -------- ---------------- -----
<S> <C> <C> <C> <C>
Thomas M. O'Connor 49 Vice President 1992
David P. Phillips 37 Vice President 1990
and Controller
James H. Rhodes II 52 Vice President 1995
Daniel M. Risener 56 Vice President 1985
Edward T. Shivers 57 Vice President 1985
James F. Slappey 54 Vice President 1992
</TABLE>
The terms of all officers expire at the annual meeting of the Company
in May 1997, with the exception of Bennie F. Brown and William R.
Curry whose retirements were effective December 31, 1996.
<PAGE> 7
<TABLE>
<CAPTION>
Name Business Experience During Last Five Years
- ---- ------------------------------------------
<S> <C>
Howard M. Jenkins Chairman of the Board and Chief Executive
Officer of the Company.
Charles H. Jenkins, Jr. Chairman of the Executive Committee of the Company.
W. Edwin Crenshaw Vice President of the Company to January 1994, Executive
Vice President to January 1996, President thereafter.
William H. Vass Vice President and Treasurer of the Company to November
1992, Executive Vice President and Trustee of the
ESOT thereafter.
Hoyt R. Barnett Executive Vice President of the Company to March 1992,
Executive Vice President and Trustee of the Profit Sharing
Plan thereafter.
Jesse L. Benton Vice President of the Company.
S. Keith Billups Secretary of the Company.
Bennie F. Brown Vice President of the Company.
R. Scott Charlton Vice President of the Company.
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.
William V. Fauerbach Assistant Director of Retail Operations - Miami Division
of the Company to January 1994, Regional Director of
Retail Operations - Miami Division to January 1997, Vice
President thereafter.
John R. Frazier Real Estate Manager of the Company to August 1996,
Director of Real Estate to January 1997, 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 to March 1996, Vice
President, Treasurer and Trustee of the 401(k) Plan -
Publix Stock Fund thereafter.
James J. Lobinsky Vice President of the Company
Thomas M. McLaughlin Director of Retail Operations - Lakeland Division of the
Company 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 Administration of the Company to July 1992,
Director of Administration and Assistant Secretary
thereafter.
Robert H. Moore Director of Retail Operations - Atlanta Division of the
Company 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 to March 1996, Vice President
and Controller thereafter.
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 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 1996 and 1995 was
as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
January - February $16.25 $13.75
March - April 16.75 14.25
May - July 18.50 14.25
August - October 20.00 15.50
November - December 20.75 16.25
</TABLE>
(b)Approximate Number of Equity Security Holders
---------------------------------------------
As of March 4, 1997, the approximate number of holders of record of
the Company`s common stock was 67,000.
(c)Dividends
---------
The Company paid cash dividends of $.13 per share of common stock in
1996 and $.11 per share in 1995. 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>
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Sales:
Sales $10,431,302 9,393,021 8,664,795 7,472,652 6,664,309
Percent increase 11.1% 8.4% 16.0% 12.1% 8.5%
Comparable store sales
percent increase 5.6% 2.8% 5.2% 6.4% 4.6%
Earnings:
Gross profit $ 2,424,799 2,124,036 1,952,043 1,638,044 1,479,788
Earnings before income
tax expense and
cumulative effect
of changes in
accounting
principles $ 416,584 381,500 378,300 288,709 253,677
Net earnings before
cumulative effect
of changes in
accounting
principles $ 265,176 242,141 238,567 183,811 166,455
Net earnings $ 265,176 242,141 238,567 180,317 166,455
Net earnings as a
percent of sales 2.54% 2.58% 2.75% 2.41% 2.50%
Common stock:
Weighted average
shares outstanding* 221,195,884 225,852,938 231,514,459 236,249,110 239,248,081
Net earnings per
common share,
based on weighted
average shares
outstanding* $ 1.20 1.07 1.03 .76 .70
Dividends per share* $ .13 .11 .09 .08 .08
Financial data:
Capital expenditures $ 226,752 256,629 374,190 320,167 202,597
Working capital $ 317,265 232,570 159,971 137,160 241,191
Current ratio 1.35 1.31 1.24 1.23 1.48
Total assets $ 2,921,084 2,559,365 2,302,336 2,054,315 1,791,247
Long-term debt $ 108 1,765 3,031 4,930 6,938
Stockholders' equity $ 1,751,179 1,614,717 1,473,154 1,308,009 1,168,091
Other:
Number of stores 534 508 470 425 400
</TABLE>
NOTE: Amounts are in thousands, except per share and 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 28, 1996, the Company operated 534 retail grocery
stores representing approximately 23.9 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 fiscal 1996, the Company had 446 stores located in
Florida, 73 located in Georgia, 13 located in South Carolina and two
located in Alabama. The Company opened its first store in Georgia
during the fourth quarter of 1991, its first store in South Carolina in
the fourth quarter of 1993, and its first store in Alabama in the third
quarter of 1996. The Company opened 13 stores in Florida, 17 stores in
Georgia, two stores in South Carolina and two stores in Alabama during
1996. 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 $639.9 million in 1996, compared with $488.3 million in
1995 and $428.4 million in 1994. Working capital was approximately
$317.3 million as of December 28, 1996, as compared with $232.6 million
and $160.0 million as of December 30, 1995 and December 31, 1994,
respectively. Cash and cash equivalents aggregated approximately
$457.4 million as of December 28, 1996 as compared with $276.7 million
and $188.9 million as of December 30, 1995 and December 31, 1994,
respectively.
Capital expenditures totaled $226.8 million in 1996. These
expenditures were primarily incurred in connection with the opening of
34 new stores and remodeling or expanding 12 stores which added 1.4
million square feet. In addition, the Company closed eight stores.
Capital expenditures totaled $256.6 million in 1995. These
expenditures were primarily incurred in connection with the opening of
44 new stores and remodeling or expanding 19 stores which added 2.2
million square feet. Construction was completed on a new distribution
center and dairy processing plant in Lawrenceville, Georgia. In
addition, the Company closed six stores. 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 2.6 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.
The Company hopes to open as many as 44 stores in 1997. Although
real estate development is unpredictable, the Company's 1997 new store
growth represents a reasonable estimate of anticipated future growth.
Capital expenditures for 1997, primarily made up of new store
construction and the remodeling or expanding of several existing
stores, are expected to be approximately $300 million. This capital
program is subject to continuing change and review. The 1997 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 $122.0 million, $103.1 million and $89.6
million in fiscal 1996, 1995 and 1994, 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 totaling $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 28, 1996 or December 30, 1995.
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 $65.6
million in 1996 compared with $74.3 million in 1995. Long-term
investments, primarily comprised of tax exempt bonds and preferred
stocks, were approximately $172.5 million in 1996 compared with $119.4
million in 1995. 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 years 1996 and 1995 included 52 weeks and fiscal year 1994
included 53 weeks.
Sales for fiscal 1996 were $10,431.3 million as compared with
$9,393.0 million in fiscal 1995, an 11.1% increase. This reflects an
increase of $526.0 million or 5.6% in sales from stores that were open
for all of both years (comparable stores) and sales of $512.3 million
or 5.5% from the net impact of new and closed stores since the
beginning of 1995. Net new stores contributed an increase of 6.2% or
approximately 1.4 million square feet in retail space in fiscal 1996.
Sales for fiscal 1995 were $9,393.0 million as compared with
$8,664.8 million in fiscal 1994, an 8.4% increase. On a comparative 52
week basis, the Company estimates that sales rose 10.3%. This
reflects an increase of $243.6 million or 2.8% in sales from
comparable stores and sales of $653.7 million or 7.5% from the net
impact of new and closed stores since the beginning of 1994. Net new
stores contributed an increase of 9.8% or approximately 2.0 million
square feet in retail space in fiscal 1995.
Cost of merchandise sold including store occupancy, warehousing
and delivery expenses was approximately 76.8% of sales in 1996 as
compared with 77.4% and 77.5% in 1995 and 1994, respectively. In 1996
and 1995, cost of merchandise sold decreased as a percentage of sales
due to buying and merchandising efficiencies.
Operating and administrative expenses, as a percent of sales,
were 19.3%, 19.4% and 19.1% in 1996, 1995 and 1994, respectively. The
significant components of operating and administrative expenses are
payroll costs, employee benefits and depreciation.
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.
<PAGE> 12
Nonrecurring Charge
- -------------------
An $89.0 million nonrecurring charge was recorded in the fourth
quarter of 1996 to cover the settlements of class action litigation
against the Company involving alleged violations of the Federal Civil
Rights Act and Florida law with respect to certain of the Company's
retail employees and certain other allegations resulting from a notice
of charge issued by the Equal Employment Opportunity Commission. The
nonrecurring charge covers the full cost of the settlements, including
the agreed payments to class members and their counsel, as well as the
estimated cost of implementing and complying with the procedures
agreed to be established under the settlements. The impact of the
nonrecurring charge on net earnings was $46.4 million or $.21 per
share for fiscal 1996.
The liability for the settlements is reflected as a current
nonrecurring accrued liability in the Company's consolidated balance
sheet as of December 28, 1996.
Accounting Standards
- --------------------
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 this 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 was not material. In accordance with the Standard, prior
period financial statements were not restated to reflect the change in
accounting principle.
The Company adopted Financial Accounting Standard No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," in the first quarter of 1996. This
Standard requires that long-lived assets and certain identifiable
intangibles held and used by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. This Standard also
requires that long-lived assets and certain identifiable intangibles
to be disposed of be reported at the lower of the carrying amount or
fair value less costs to sell. The effect of adopting the Standard as
of the beginning of fiscal 1996 was not material.
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 (1997 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 5 through 8 of the 1997 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
The following table sets forth, as of March 4, 1997, 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 12,299,237 (2) 5.60
Hoyt R. Barnett 22,594,229 (3) 10.29
W. Edwin Crenshaw 641,812 *
Mark C. Hollis 1,432,188 (4) *
Charles H. Jenkins, Jr. 1,791,593 *
Howard M. Jenkins 13,683,037 (5) 6.23
Tina P. Johnson 1,681,624 (6) *
E. V. McClurg 1,987,892 *
William H. Vass 32,590,655 (7) 14.84
All Officers and Directors
as a group (28 individuals) 88,063,160 (8) 40.11
All Other Beneficial Owners:
- ----------------------------
Publix Super Markets, Inc.
Profit Sharing Plan and Trust 21,200,000 9.66
Publix Super Markets, Inc.
Employee Stock Ownership Plan
and Trust 32,556,845 14.83
Nancy E. Jenkins 14,703,305 6.70
</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 33815.
(2) Includes 1,268,316 shares which are also shown as beneficially
owned by Carol Jenkins Barnett's husband, Hoyt R. Barnett, but
excludes all other shares beneficially owned by Hoyt R. Barnett,
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 21,200,000 shares of common stock over which
he exercises sole voting and investment power. Total shares
beneficially owned include 1,268,316 shares also shown as
beneficially owned by his wife, Carol Jenkins Barnett, but
exclude all other shares of common stock beneficially owned by
Carol Jenkins Barnett, as to which Hoyt R. Barnett disclaims
beneficial ownership.
(4) All shares are owned in a 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 has sole voting and sole investment power over
2,802,490 shares of common stock which are held directly, sole
voting and sole investment power over 162,103 shares which are
held indirectly and shared voting and shared investment power
over 10,700,373 shares which are held indirectly.
(6) Tina P. Johnson is Trustee of the 401(k) Plan - Publix Stock Fund
which is the record owner of 1,634,149 shares of common stock
over which she has sole voting and shared investment power.
(7) William H. Vass is Trustee of the Employee Stock Ownership Plan
(ESOT) which is the record owner of 32,556,845 shares of common
stock over which he has shared investment power. As Trustee,
William H. Vass exercises sole voting power over 643,923 shares
in the ESOT because such shares have not been allocated to
participants' accounts. For ESOT shares allocated to participants'
accounts, William H. Vass will vote shares as instructed by
participants. Additionally, William H. Vass will vote ESOT shares
for which no instruction is received.
(8) Includes 55,390,994 shares of common stock owned by the Profit
Sharing Plan, ESOT and 401(k) Plan.
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 1997 Proxy Statement.
<PAGE> 15
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
- ------------------------------------------------------------------------
(a) Consolidated Financial Statements and Schedule
----------------------------------------------
The consolidated financial statements and schedule listed in the
accompanying Index to Consolidated 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 a report on Form 8-K dated January 24, 1997,
reporting the Shores Agreement and the EEOC Agreement as described
in Part I, Item 3.
(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). Amended and Restated By-laws of the Company.
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 is incorporated by reference to the exhibits
to the Annual Report of the Company on Form 10-K for the
year ended December 31, 1994.
Deed of Termination of Voting Trust Agreement
dated September 12, 1986, between Howard M. Jenkins, Julia
J. Fancelli, Nancy E. Jenkins and David F. Jenkins effective
June 9, 1995 is incorporated by reference to the exhibits to
the Annual Report of the Company on Form 10-K for the year
ended December 30, 1995.
21. Subsidiary of the Company.
27. Financial Data Schedule for the year ended December 28, 1996.
<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 4, 1997 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.
Chairman of the Board, Chief
Executive Officer and Director
/s/ Howard M. Jenkins (Principal Executive Officer) March 4, 1997
- ---------------------------
Howard M. Jenkins
Chairman of the Executive
/s/ Charles H. Jenkins, Jr. Committee and Director March 4, 1997
- ---------------------------
Charles H. Jenkins, Jr.
/s/ W. Edwin Crenshaw President and Director March 4, 1997
- ---------------------------
W. Edwin Crenshaw
Executive Vice President
and Director
/s/ William H. Vass (Principal Financial Officer) March 4, 1997
- ---------------------------
William H. Vass
Executive Vice President
/s/ Hoyt R. Barnett and Director March 4, 1997
- ---------------------------
Hoyt R. Barnett
Vice President,
/s/ Tina P. Johnson Treasurer and Director March 4, 1997
- ---------------------------
Tina P. Johnson
Vice President and Controller
/s/ David P. Phillips (Principal Accounting Officer) March 4, 1997
- ---------------------------
David P. Phillips
<PAGE> 17
PUBLIX SUPER MARKETS, INC.
Index to Consolidated Financial Statements and Schedule
Independent Auditors' Report
Consolidated Financial Statements:
Consolidated Balance Sheets - December 28, 1996 and December 30, 1995
Consolidated Statements of Earnings - Years ended December 28, 1996,
December 30, 1995 and December 31, 1994
Consolidated Statements of Stockholders' Equity - Years ended
December 28, 1996, December 30, 1995 and December 31, 1994
Consolidated Statements of Cash Flows - Years ended December 28, 1996,
December 30, 1995 and December 31, 1994
Notes to Consolidated Financial Statements
The following consolidated supporting schedule of Publix Super Markets, Inc.
for the years ended December 28, 1996, December 30, 1995 and
December 31, 1994 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 of
Publix Super Markets, Inc.:
We have audited the consolidated financial statements of Publix Super
Markets, Inc. (the "Company") as listed in the accompanying index. In
connection with our audits of the consolidated financial statements,
we also have audited the consolidated financial statement schedule as
listed in the accompanying index. These consolidated financial
statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these consolidated 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 consolidated
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Publix Super Markets, Inc. as of December 28, 1996 and December 30,
1995 and the results of its operations and its cash flows for each of
the years in the three-year period ended December 28, 1996 in
conformity with generally accepted accounting principles. Also in our
opinion, the related consolidated 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.
KPMG PEAT MARWICK LLP
Tampa, Florida
February 26, 1997
<PAGE> 19
PUBLIX SUPER MARKETS, INC.
Consolidated Balance Sheets
December 28, 1996 and
December 30, 1995
<TABLE>
<CAPTION>
Assets 1996 1995
------ ---- ----
(Amounts in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 457,405 276,700
Short-term investments 65,586 74,292
Trade receivables (principally due from
suppliers) 61,221 44,492
Merchandise inventories 570,254 542,886
Deferred tax assets 71,027 36,475
Prepaid expenses 1,339 3,269
---------- ----------
Total current assets 1,226,832 978,114
---------- ----------
Long-term investments 172,486 119,412
Other noncurrent assets 11,491 9,091
Property, plant and equipment:
Land 87,052 77,741
Buildings and improvements 577,129 547,647
Furniture, fixtures and equipment 1,747,854 1,599,133
Leasehold improvements 282,922 256,517
Construction in progress 33,509 59,167
---------- ----------
2,728,466 2,540,205
Less accumulated depreciation 1,218,191 1,087,457
---------- ----------
Net property, plant and equipment 1,510,275 1,452,748
---------- ----------
$2,921,084 2,559,365
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 20
PUBLIX SUPER MARKETS, INC.
Consolidated Balance Sheets
December 28, 1996 and
December 30, 1995
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity 1996 1995
------------------------------------ ---- ----
(Amounts in thousands)
<S> <C> <C>
Current liabilities:
Current installments of long-term debt $ 130 1,265
Accounts payable 523,497 500,399
Accrued expenses:
Salaries and wages 47,115 41,276
Contribution to retirement plans 73,555 67,348
Self-insurance reserves 64,250 58,442
Other 90,984 75,496
Nonrecurring charge 89,000 ---
---------- ----------
Total accrued expenses 364,904 242,562
---------- ----------
Federal and state income taxes 21,036 1,318
---------- ----------
Total current liabilities 909,567 745,544
Long-term debt, excluding current installments 108 1,765
Deferred tax liabilities, net 100,127 103,707
Self-insurance reserves 73,336 60,435
Accrued postretirement benefit cost 37,295 33,197
Other noncurrent liabilities 49,472 ---
---------- ----------
Total liabilities 1,169,905 944,648
---------- ----------
Stockholders' equity:
Common stock of $1 par value. Authorized
300,000,000 shares; issued and outstanding
219,942,912 shares in 1996 and 225,746,454
shares in 1995 219,943 225,746
Additional paid-in capital 91,991 85,280
Reinvested earnings 1,437,902 1,303,287
---------- ----------
1,749,836 1,614,313
Unrealized gain on investment
securities available-for-sale, net 1,343 404
---------- ----------
Total stockholders' equity 1,751,179 1,614,717
Commitments and contingencies
---------- ----------
$2,921,084 2,559,365
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 21
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Earnings
Years ended December 28, 1996, December 30, 1995
and December 31, 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
(Amounts in thousands,
except per share amounts)
<S> <C> <C> <C>
Revenues:
Sales $10,431,302 9,393,021 8,664,795
Other income, net 94,667 77,685 77,693
----------- ---------- ----------
Total revenues 10,525,969 9,470,706 8,742,488
----------- ---------- ----------
Costs and expenses:
Cost of merchandise sold including
store occupancy, warehousing
and delivery expenses 8,006,503 7,268,985 6,712,752
Operating and administrative
expenses 2,013,655 1,819,792 1,650,768
Nonrecurring charge 89,000 --- ---
Interest expense 227 429 668
----------- ---------- ----------
Total costs and expenses 10,109,385 9,089,206 8,364,188
----------- ---------- ----------
Earnings before income tax expense 416,584 381,500 378,300
Income tax expense 151,408 139,359 139,733
----------- ---------- ----------
Net earnings $ 265,176 242,141 238,567
=========== ========== ==========
Net earnings per common share,
based on weighted average
shares outstanding $ 1.20 1.07 1.03
=========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 22
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Stockholders' Equity
Years ended December 28, 1996, December 30, 1995
and December 31, 1994
<TABLE>
<CAPTION>
Common Unrealized
stock gain (loss)
acquired on 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 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
retirement plans --- 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
Change 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
Net earnings for the year --- --- 242,141 --- --- 242,141
Cash dividends, $.11 per share --- --- (25,250) --- --- (25,250)
Contribution of 3,369,603 shares to
retirement plans --- 6,859 --- 47,898 --- 54,757
11,196,418 shares acquired from stockholders --- --- --- (162,137) --- (162,137)
Sale of 1,987,772 shares to stockholders --- --- --- 29,668 --- 29,668
Change in valuation allowance --- --- --- --- 2,384 2,384
Retirement of 5,839,043 shares (5,839) --- (78,732) 84,571 --- ---
-------- ------ --------- ------- ----- ---------
Balances at December 30, 1995 225,746 85,280 1,303,287 --- 404 1,614,717
Net earnings for the year --- --- 265,176 --- --- 265,176
Cash dividends, $.13 per share --- --- (29,184) --- --- (29,184)
Contribution of 3,156,519 shares to
retirement plans --- 6,711 --- 57,487 --- 64,198
11,161,186 shares acquired from stockholders --- --- --- (206,235) --- (206,235)
Sale of 2,200,962 shares to stockholders --- --- --- 41,568 --- 41,568
Change in valuation allowance --- --- --- --- 939 939
Retirement of 5,803,705 shares (5,803) --- (101,377) 107,180 --- ---
-------- ------ --------- ------- ----- ---------
Balances at December 28, 1996 $219,943 91,991 1,437,902 --- 1,343 1,751,179
======== ====== ========= ======= ===== =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 23
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Cash Flows
Years ended December 28, 1996, December 30, 1995
and December 31, 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
(Amounts in thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Cash received from customers $10,482,420 9,451,659 8,725,307
Cash paid to employees and suppliers (9,589,610) (8,758,575) (8,102,577)
Dividends and interest received 28,816 21,649 17,344
Interest paid (256) (432) (763)
Income taxes paid (170,412) (124,884) (136,533)
Payment for self-insured claims (103,286) (93,250) (80,044)
Other operating cash receipts 626 548 12,231
Other operating cash payments (8,395) (8,376) (6,610)
----------- ---------- ----------
Net cash provided by operating
activities 639,903 488,339 428,355
----------- ---------- ----------
Cash flows from investing activities:
Payment for property, plant and
equipment (226,752) (256,629) (374,190)
Proceeds from sale of property, plant
and equipment 11,072 3,559 1,500
Payment for investment securities -
available-for-sale (AFS) (453,334) (241,414) (207,051)
Payment for investment securities -
held-to-maturity (HTM) --- --- (14,735)
Proceeds from sale and maturity of
investment securities - AFS 408,808 252,009 257,396
Proceeds from sale and maturity of
investment securities - HTM --- --- 16,527
Other, net (2,349) 1,290 301
----------- ---------- ----------
Net cash used in investing activities (262,555) (241,185) (320,252)
----------- ---------- ----------
Cash flows from financing activities:
Payment of long-term debt (2,792) (1,620) (2,290)
Proceeds from sale of common stock 41,568 29,668 19,207
Payment for acquisition of common stock (206,235) (162,137) (114,350)
Dividends paid (29,184) (25,250) (20,782)
----------- ---------- ----------
Net cash used in financing activities (196,643) (159,339) (118,215)
----------- ---------- ----------
Net increase (decrease) in cash and cash
equivalents 180,705 87,815 (10,112)
Cash and cash equivalents at beginning
of year 276,700 188,885 198,997
----------- ---------- ----------
Cash and cash equivalents at end of year $ 457,405 276,700 188,885
=========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements. (Continued)
<PAGE> 24
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Cash Flows
(Continued)
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
(Amounts in thousands)
<S> <C> <C> <C>
Reconciliation of Net Earnings to Net Cash
Provided by Operating Activities
Net earnings $265,176 242,141 238,567
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 158,454 144,717 128,993
Contribution to retirement plans 36,313 32,500 27,500
Deferred income taxes (38,721) 15,886 12,981
Loss on sale of property, plant and
equipment 242 5,891 3,672
(Gain) loss on sale of investments 126 (681) 3,234
Self-insurance reserves in excess of
current payments 18,709 9,872 9,553
Postretirement accruals in excess of
current payments 4,098 2,867 3,865
Increase (decrease) in advance purchase
allowances 60,773 (3,358) (3,358)
Other, net 967 1,236 (1,201)
Changes in current assets and liabilities:
(Increase) decrease in trade receivables (16,729) (3,643) 3,528
Increase in merchandise inventories (27,368) (62,010) (76,274)
(Increase) decrease in prepaid expenses 1,930 (1,502) (36)
Increase in accounts payable and accrued
expenses 156,215 105,834 82,855
Increase (decrease) in federal and state
income taxes payable 19,718 (1,411) (5,524)
-------- ------- -------
Total adjustments 374,727 246,198 189,788
-------- ------- -------
Net cash provided by operating activities $639,903 488,339 428,355
======== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 24
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
December 28, 1996, December 30, 1995
and December 31, 1994
(1) Summary of Significant Accounting Policies
------------------------------------------
(a)Business
--------
The Company is in the business of operating retail food supermarkets in
Florida, Georgia, South Carolina and Alabama.
(b)Principles of Consolidation
---------------------------
The consolidated financial statements include
the Company and its wholly owned subsidiary. All significant
intercompany balances and transactions have been eliminated
in consolidation.
(c)Definition of Fiscal Year
-------------------------
The fiscal year ends on the last Saturday in December. Fiscal
years 1996 and 1995 include 52 weeks. Fiscal year 1994
includes 53 weeks.
(d)Cash Equivalents
----------------
The Company considers all liquid investments
with maturities of three months or less to be cash
equivalents.
(e)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 was not material.
(f)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.
(g)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.
Assets are recorded at cost. Assets acquired
subsequent to fiscal year 1991 are depreciated using the
straight-line method. Assets acquired prior to fiscal year
1992 are depreciated using the straight-line or declining
balance method.
(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.
(Continued)
<PAGE> 26
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
(i)Long-Lived Assets
-----------------
At the beginning of fiscal year 1996, the Company
adopted Financial Accounting Standard No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of." This Standard requires that long-lived assets and
certain identifiable intangibles held and used by an entity be
reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may
not be recoverable. This Standard also requires that long-lived
assets and certain identifable intangibles to be disposed of be
reported at the lower of the carrying amount or fair value less
costs to sell. The effect of adopting the Standard as of the
beginning of fiscal 1996 was not material.
(j)Use of Estimates
----------------
The preparation of financial statements in
conformity with generally accepted accounting principles 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.
(k)Reclassification
----------------
Certain 1994 and 1995 amounts have been
reclassified to conform with the 1996 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 $101,531,000, $96,231,000 and
$90,276,000 as of December 28, 1996, December 30, 1995 and December
31, 1994, respectively. Also, net earnings would have increased by
approximately $2,764,000 or $.01 per share in 1996, $3,106,000 or
$.01 per share in 1995 and $3,408,000 or $.01 per share in 1994.
(3) 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 values 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 of the Company's financial instruments as of
December 28, 1996 and December 30, 1995 approximated their respective
fair values.
2 (Continued)
<PAGE> 27
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
(4) 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 and accretion is
included in other income, net. The Company had no held-to-maturity
securities as of December 28, 1996 and December 30, 1995.
All of the Company's debt securities 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 and accretion 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 28, 1996 and December 30, 1995:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
(Amounts in thousands)
<S> <C> <C> <C> <C>
1996:
Tax-free bonds $156,694 713 416 156,991
Equity securities 79,191 2,584 694 81,081
-------- ----- ----- -------
$235,885 3,297 1,110 238,072
======== ===== ===== =======
1995:
Tax-free bonds $169,366 1,121 304 170,183
Equity securities 23,681 843 1,003 23,521
-------- ----- ----- -------
$193,047 1,964 1,307 193,704
======== ===== ===== =======
</TABLE>
For the fiscal years ended December 28, 1996 and December 30, 1995,
the realized gains on sales of available-for-sale securities totaled
$451,000 and
$887,000, respectively, and the realized losses totaled $577,000 and
$663,000, respectively. The unrealized gains on available-for-sale
securities, net of applicable income taxes, included as a separate
component of stockholders' equity, was $1,343,000 at the end of 1996
and $404,000 at the end of 1995.
The amortized cost and estimated fair value of debt and marketable
equity securities classified as available-for-sale as of December 28,
1996 and December 30, 1995, by expected maturity, are as follows:
<TABLE>
<CAPTION>
1996 1995
---------------------- ----------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
---- ----- ---- -----
(Amounts in thousands)
<S> <C> <C> <C> <C>
Due in one year or less $ 65,487 65,586 74,255 74,292
Due after one year through
three years 57,795 57,985 39,809 40,077
Due after three years 33,412 33,420 55,302 55,814
------- ------- ------- -------
156,694 156,991 169,366 170,183
Equity securities 79,191 81,081 23,681 23,521
------- ------- ------- -------
$235,885 238,072 193,047 193,704
======== ======= ======= =======
</TABLE>
3 (Continued)
<PAGE> 28
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
(5) 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 1996, 1995 and 1994, the Company made
benefit payments to beneficiaries of retirees of approximately
$1,420,000, $1,310,000 and $657,000, respectively.
Net postretirement benefit cost consists of the following
components:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
(Amounts in thousands)
<S> <C> <C> <C>
Service cost attributed to service
during the year $ 1,980 1,362 1,440
Interest cost on postretirement
benefit obligation 3,208 2,815 2,405
Net amortization 330 --- 145
------- ----- -----
Net periodic postretirement benefit cost $ 5,518 4,177 3,990
======= ===== =====
</TABLE>
The following summarizes the reconciliation of the amounts
recognized in the Company's consolidated balance sheets as of
December 28, 1996 and December 30, 1995:
<TABLE>
<CAPTION>
1996 1995
---- ----
(Amounts in thousands)
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $15,337 13,820
Fully eligible active plan participants 12,981 10,951
Other active plan participants 18,201 17,979
------- ------
Accumulated postretirement benefit obligation 46,519 42,750
Unrecognized net loss (9,224) (9,553)
------- ------
Accrued postretirement benefit cost $37,295 33,197
======= ======
</TABLE>
The following actuarial assumptions were used in the calculation
of the year end accumulated postretirement benefit obligation:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Discount Rate 7.75% 7.25% 8.25%
Salary Increase Rate 4.00% 4.00% 4.00%
</TABLE>
The change in the discount rate from 8.25% to 7.25% in 1995
increased the accumulated postretirement benefit obligation by
$5,922,000. The change in the discount rate from 7.25% to 7.75%
in 1996 decreased the accumulated postretirement benefit
obligation by $4,064,000 and is expected to decrease annual
postretirement benefit costs by $637,000 beginning in 1997.
4 (Continued)
<PAGE> 29
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
(6) 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. The expense recorded for contributions to
this plan amounted to $49,010,000 in 1996, $44,941,000 in 1995
and $44,564,000 in 1994.
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 1996, the
Company contributed 1,750,000 shares of its common stock to the
ESOT at an appraised value resulting in an expense to the Company
of $36,313,000. In 1995 and 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 $32,500,000 in
1995 and $27,500,000 in 1994. During 1996, 1995 and 1994, the
Board of Directors approved additional contributions to the ESOT
of $24,505,000, $22,444,000 and $22,257,000, respectively. The
additional contributions are made to the ESOT during the
subsequent year.
Effective January 1, 1995, the Company adopted 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 Company may make
a discretionary annual matching contribution to eligible
participants of this plan as determined by the Board of
Directors. During 1996 and 1995, the Board of Directors approved
a match of 50% of eligible contributions up to 3% of eligible
wages not to exceed a maximum of $750 per employee. The match,
which is made in the subsequent year, is in the form of common
stock of the Company. The expense recorded for the Company's
match to the 401(k) plan was approximately $7,421,000 and
$5,441,000 in 1996 and 1995, respectively.
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.
(7) Nonrecurring Charge
-------------------
An $89.0 million nonrecurring charge was recorded in the fourth
quarter of 1996 to cover the settlements of class action
litigation against the Company involving alleged violations of
the Federal Civil Rights Act and Florida law with respect to
certain of the Company's retail employees and certain other
allegations resulting from a notice of charge issued by the Equal
Employment Opportunity Commission. The nonrecurring charge
covers the full cost of the settlements, including the agreed
payments to class members and their counsel, as well as the
estimated cost of implementing and complying with the procedures
agreed to be established under the settlements (see note 9).
The liability for the settlements is reflected as a current
nonrecurring accrued liability in the Company's consolidated
balance sheet as of December 28, 1996.
5 (Continued)
<PAGE> 30
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
(8) Income Taxes
------------
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
Current Deferred Total
------- -------- -----
(Amounts in thousands)
<S> <C> <C> <C>
1996:
Federal $162,460 (33,073) 129,387
State 27,669 (5,648) 22,021
-------- ------ -------
$190,129 (38,721) 151,408
======== ====== =======
1995:
Federal $104,996 13,546 118,542
State 18,477 2,340 20,817
-------- ------ -------
$123,473 15,886 139,359
======== ====== =======
1994:
Federal $107,798 11,090 118,888
State 18,954 1,891 20,845
-------- ------ -------
$126,752 12,981 139,733
======== ====== =======
</TABLE>
The actual tax expense for 1996, 1995 and 1994 differs from the
"expected" tax expense for those years (computed by applying the
U.S. Federal corporate tax rate of 35% to earnings before income
taxes) as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
(Amounts in thousands)
<S> <C> <C> <C>
Computed "expected" tax expense $145,804 133,525 132,405
State income taxes (net of
Federal income tax benefit) 14,309 13,532 13,550
Tax exempt interest (7,066) (5,530) (4,589)
Other, net (1,639) (2,168) (1,633)
-------- ------- -------
$151,408 139,359 139,733
======== ======= =======
</TABLE>
The tax effects of temporary differences that give rise to
significant portions of deferred tax assets and deferred tax
liabilities as of December 28, 1996 and December 30, 1995 are as
follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
(Amounts in thousands)
<S> <C> <C>
Deferred tax assets:
Self-insurance reserves $ 50,363 43,529
Nonrecurring charge 34,390 ---
Advance purchase allowances 23,483 ---
Postretirement benefit cost 14,356 12,806
Retirement plan contributions 9,432 9,133
Inventory capitalization 7,552 5,216
Other 11,161 12,909
________ _______
Total deferred tax assets $150,737 83,593
======== =======
Deferred tax liabilities:
Property plant and equipment,
principally due to depreciation $179,570 150,721
Other 267 104
-------- -------
Total deferred tax liabilities $179,837 150,825
======== =======
</TABLE>
The Company expects the results of future operations to generate
sufficient taxable income to allow utilization of deferred tax
assets.
6 (Continued)
<PAGE> 31
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated 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 28, 1996, December 30, 1995 and December
31, 1994, is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
(Amounts in thousands)
<S> <C> <C> <C>
Minimum rentals $135,273 129,288 101,918
Contingent rentals 9,892 9,525 11,942
Sublease rental income (3,086) (2,600) (2,364)
-------- ------- -------
$142,079 136,213 111,496
======== ======= =======
</TABLE>
As of December 28, 1996, 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>
1997 $ 142,698 3,311 139,387
1998 141,716 2,910 138,806
1999 140,405 2,424 137,981
2000 138,717 2,039 136,678
2001 137,658 1,393 136,265
Thereafter 1,381,368 1,945 1,379,423
---------- ------ ---------
$2,082,562 14,022 2,068,540
========== ====== =========
</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 28, 1996 and are included in trade
receivables. Rental income was approximately $9,491,000 in 1996,
$9,443,000 in 1995 and $8,624,000 in 1994. The approximate
amounts of minimum future rental payments to be received under
operating leases are $7,308,000, $5,950,000, $4,436,000,
$3,144,000 and $2,157,000 for the years 1997 through 2001,
respectively, and $7,085,000 thereafter.
(b)Lines of Credit
---------------
The Company has committed lines of credit totaling $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 28, 1996
or December 30, 1995. The Company pays no fees related to these
lines.
7 (Continued)
<PAGE> 32
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
(c)Litigation
----------
The Company was the subject of a notice of charge (the
"Charge") issued by the Equal Employment Opportunity
Commission (the "EEOC") in March 1992, In the Matter of: Kemp
v. Publix Super Markets, Inc., alleging that the Company had
and was engaged in violations of Title VII of the Federal
Civil Rights Act by discriminating against women with respect
to job assignments and promotions because of their gender.
The Charge was subsequently expanded to include allegations
of race discrimination.
The Company was also a defendant in a certified class action
filed in July 1995 in the Federal District Court for the
Middle District of Florida, Tampa Division (the "Court"), by
certain present or former employees of the Company,
individually and on behalf of all other persons similarly
situated (the "Shores case"). The plaintiffs alleged that
the Company had and was then engaged in a policy and pattern
or practice of gender-based discriminatory treatment of
female employees with respect to job assignments, promotional
opportunities, management positions, equal pay, full-time
status, bonuses, and other benefits and conditions of
employment, all in violation of Title VII of the Federal
Civil Rights Act, as well as the Florida Civil Rights Act of
1992. The litigation class certified by the Court consisted
of all female employees of the Company who from May 22, 1991
(Florida and South Carolina operations) or from October 19,
1991 (Georgia operations) had worked or were working in the
Company's retail operations; expressly excluded were females
who had worked only in the Company's pharmacy operations.
On January 24, 1997, the Company, the EEOC and the plaintiffs
in the Shores case entered into a settlement agreement (the
"Shores Agreement") with respect to all matters related to
the case. On January 27, 1997, the Court preliminarily
approved the Shores Agreement. All parties intend to
diligently pursue final approval of the Shores Agreement with
the Court.
Under the Shores Agreement, the Company will pay $81.5
million to the plaintiffs, their counsel and other class
members. The Company agreed to establish a formal system by
which employees will be considered for promotion. Promotions
will be based on qualifications and expressed interest of
employees. The Company has also agreed to make certain other
procedural changes.
Also on January 24, 1997, the Company agreed with the EEOC
(the "EEOC Agreement") to settle all pending EEOC charges
related to gender and race discrimination that were not
included in the Shores Agreement. Under the EEOC Agreement,
the Company agreed to pay an additional $3.5 million to
members of the affected classes. The Company also agreed to
follow procedures with respect to class members similar to
those established under the Shores Agreement.
The settlement agreements recognize that the Company
continues to deny that it has engaged in any unlawful
discriminatory activity.
The Company will pay the settlements from liquid investment
funds currently on hand and the settlements were charged
against the Company's fiscal 1996 fourth quarter results (see
note 7). Management does not believe that the settlements
will cause any cash flow or liquidity problems or will have
any material impact on the Company's future financial
results.
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.
8
<PAGE> 33
Schedule II
- -----------
PUBLIX SUPER MARKETS, INC.
Valuation and Qualifying Accounts
Years ended December 28, 1996, December 30, 1995
and December 31, 1994
(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 28, 1996
Reserves not deducted from assets:
Self-insurance reserves:
-Current $ 58,442 109,094 103,286 64,250
-Noncurrent 60,435 12,901 --- 73,336
-------- ------- ------- -------
$118,877 121,995 103,286 137,586
======== ======= ======= =======
Year ended December 30, 1995
Reserves not deducted from assets:
Self-insurance reserves:
-Current $ 49,295 102,397 93,250 58,442
-Noncurrent 59,710 725 --- 60,435
-------- ------- ------- -------
$109,005 103,122 93,250 118,877
======== ======= ======= =======
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
======== ======= ======= =======
</TABLE>
<PAGE> 34
PUBLIX SUPER MARKETS, INC.
Index to Exhibits
EXHIBIT 3(b) Amended and Restated By-Laws of the Company
EXHIBIT 21 Subsidiary of the Company
EXHIBIT 27 Financial Data Schedule for the year ended December 28, 1996
<PAGE> 1
* * * * * * *
AMENDED AND RESTATED
BY-LAWS
OF
PUBLIX SUPER MARKETS, INC.
(Effective as of November 19, 1996)
* * * * * * *
<PAGE> 2
AMENDED AND RESTATED
BY-LAWS
OF
PUBLIX SUPER MARKETS, INC.
(Effective as of November 19, 1996)
TABLE OF CONTENTS
Title Page
ARTICLE I
OFFICES 1
Section 1. Principal Office. 1
Section 2. Other Offices. 1
ARTICLE II
STOCKHOLDERS 1
Section 1. Annual Meeting 1
Section 2. Special Meetings 1
Section 3. Place of Meeting 1
Section 4. Notice of Meeting 2
Section 5. Notice of Adjourned Meeting 2
Section 6. Waiver of Call and Notice of Meeting 2
Section 7. Quorum 2
Section 8. Adjournment; Quorum for Adjourned Meeting 2
Section 9. Voting on Matters Other than
Election of Directors 3
Section 10. Voting for Directors 3
Section 11. Voting Lists 3
Section 12. Voting of Shares 3
Section 13. Proxies 3
Section 14. Informal Action by Stockholders 4
Section 15. Inspectors 4
ARTICLE III
BOARD OF DIRECTORS 4
Section 1. General Powers 4
Section 2. Number, Election, Tenure and Qualifications 4
Section 3. Annual Meeting 5
Section 4. Regular Meetings 5
Section 5. Special Meetings 5
Section 6. Notice 5
Section 7. Quorum 5
Section 8. Adjournment; Quorum for Adjourned Meeting 5
Section 9. Manner of Acting 6
i
<PAGE> 3
Section 10. Removal 6
Section 11. Vacancies 6
Section 12. Compensation 6
Section 13. Presumption of Assent 6
Section 14. Informal Action by Board 6
Section 15. Meeting by Telephone, Etc. 7
ARTICLE IV
OFFICERS 7
Section 1. Number 7
Section 2. Appointment and Term of Office 7
Section 3. Resignation 7
Section 4. Removal 7
Section 5. Vacancies 7
Section 6. Duties of Officers 7
Section 7. Salaries 8
Section 8. Delegation of Duties 8
ARTICLE V
EXECUTIVE AND OTHER COMMITTEES 8
Section 1. Creation of Committees 8
Section 2. Executive Committee 8
Section 3. Other Committees 9
Section 4. Removal or Dissolution 9
Section 5. Vacancies on Committees 9
Section 6. Meetings of Committees 9
Section 7. Absence of Committee Members 10
Section 8. Quorum of Committees 10
Section 9. Manner of Acting of Committees 10
Section 10. Minutes of Committees 10
Section 11. Compensation 10
Section 12. Informal Action 10
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS 10
Section 1. General 10
Section 2. Actions by or in the Right of the Corporation 11
Section 3. Determination that Indemnification Is Proper 12
Section 4. Evaluation and Authorization 12
Section 5. Prepayment of Expenses 12
Section 6. Prompt Consideration 13
Section 7. Nonexclusivity and Limitations 13
Section 8. Continuation of Indemnification Right 13
Section 9. Insurance 14
ii
<PAGE> 4
ARTICLE VII
INTERESTED PARTIES 14
Section 1. General 14
Section 2. Determination of Quorum 14
Section 3. Approval by Stockholders 14
ARTICLE VIII
CERTIFICATES OF STOCK 15
Section 1. Certificates for Shares 15
Section 2. Signatures of Past Officers 15
Section 3. Transfer Agents and Registrars 15
Section 4. Transfer of Shares 16
Section 5. Lost Certificates 16
ARTICLE IX
RECORD DATE 16
Section 1. Record Date for Stockholder Actions 16
Section 2. Record Date for Dividend and
Other Distributions 17
ARTICLE X
DIVIDENDS 17
ARTICLE XI
FISCAL YEAR 17
ARTICLE XII
SEAL 17
ARTICLE XIII
STOCK IN OTHER CORPORATIONS 17
ARTICLE XIV
AMENDMENTS 18
ARTICLE XV
EMERGENCY BY-LAWS 18
Section 1. Scope of Emergency By-laws 18
Section 2. Call and Notice of Meeting 18
Section 3. Quorum and Voting 18
Section 4. Appointment of Temporary Directors 18
Section 5. Modification of Lines of Succession 19
Section 6. Change of Principal Office 19
Section 7. Limitation of Liability 19
Section 8. Amendment or Repeal 19
iii
<PAGE> 5
ARTICLE XVI
PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION 19
iv
<PAGE> 6
AMENDED AND RESTATED
BY-LAWS
OF
PUBLIX SUPER MARKETS, INC.
(Effective as of November 19, 1996)
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of
Publix Super Markets, Inc. (the "Corporation") shall initially
be located in Polk County, Florida. Its location may thereafter
be changed to be at such place within or without the State of
Florida as the Board of Directors of the Corporation (the "Board
of Directors" or the "Board") shall from time to time determine.
Section 2. Other Offices. The Corporation may also
have offices at such other places both within and without the
State of Florida as the Board of Directors or the officers of
the Corporation acting within their authority may from time to
time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the
stockholders shall be held between January 1 and December 31,
inclusive, in each year for the purpose of electing directors
and for the transaction of such other proper business as may
come before the meeting. The exact date of the meeting shall be
established by the Board of Directors from time to time.
Section 2. Special Meetings. Special meetings of the
stockholders may be called, for any purpose or purposes, by the
Board of Directors or the Chairman of the Board. Special
meetings of the stockholders shall be called by the Chairman of
the Board, the President or the Secretary if the holders of not
less than ten (10) percent of all the votes entitled to be cast
on any issue proposed to be considered at such special meeting
sign, date and deliver to the Secretary one or more written
demands for a special meeting, describing the purpose(s) for
which it is to be held. Special meetings of the stockholders of
the Corporation may not be called by any other person or
persons. Notice and call of any such special meeting shall
state the purpose or purposes of the proposed meeting, and
business transacted at any special meeting of the stockholders
shall be limited to the purposes stated in the notice thereof.
Section 3. Place of Meeting. The Board of Directors
may designate any place, either within or without the State of
Florida, as the place of meeting for any annual or special
meeting of the stockholders. If no designation is made, the
place of meeting shall be the principal office of the
Corporation in the State of Florida.
1
<PAGE> 7
Section 4. Notice of Meeting. Written notice stating
the place, day and hour of an annual or special meeting and, in
the case of a special meeting, the purpose or purposes for which
it is called shall be given no fewer than ten (10) nor more than
sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting, except that no
notice of a meeting need be given to any stockholders for which
notice is not required to be given under applicable law. Notice
may be delivered personally, via United States mail, telegraph,
teletype, facsimile or other electronic transmission, or by
private mail carriers handling nationwide mail services, by or
at the direction of the President, the Secretary, the Board of
Directors, or the person(s) calling the meeting. If mailed via
United States mail, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the
stockholder at the stockholder's address as it appears on the
stock transfer books of the Corporation, with postage thereon
prepaid. If the notice is mailed at least thirty (30) days
before the date of the meeting, the mailing may be by a class of
United States mail other than first class.
Section 5. Notice of Adjourned Meeting. If a
stockholders' meeting is adjourned to a different date, time or
place, notice need not be given of the new date, time or place
if the new date, time or place is announced at the meeting
before an adjournment is taken; and any business may be
transacted at the adjourned meeting that might have been
transacted on the original date of the meeting. If, however, a
new record date for the adjourned meeting is or must be fixed
under law, notice of the adjourned meeting must be given to
persons who are stockholders as of the new record date and who
are otherwise entitled to notice of such meeting.
Section 6. Waiver of Call and Notice of Meeting. Call
and notice of any stockholders' meeting may be waived by any
stockholder before or after the date and time stated in the
notice. Such waiver must be in writing signed by the
stockholder and delivered to the Corporation. Neither the
business to be transacted at nor the purpose of any meeting need
be specified in such waiver. A stockholder's attendance at a
meeting (a) waives such stockholder's ability to object to lack
of notice or defective notice of the meeting, unless the
stockholder at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting, and
(b) waives such stockholder's ability to object to consideration
of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the
stockholder objects to considering the matter when it is
presented.
Section 7. Quorum. Except as otherwise provided in
these By-laws or in the Articles of Incorporation of the
Corporation , a majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at any meeting of the stockholders.
Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting, unless a new
record date is or must be set for that adjourned meeting; and
the withdrawal of stockholders after a quorum has been
established at a meeting shall not affect the validity of any
action taken at the meeting or any adjournment thereof.
Section 8. Adjournment; Quorum for Adjourned Meeting.
If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum
2
<PAGE> 8
shall be present, any business may be transacted which might
have been transacted at the meeting as originally noticed.
Section 9. Voting on Matters Other than Election of
Directors. At any meeting at which a quorum is present, action
on any matter other than the election of directors shall be
approved if the votes cast by the holders of shares represented
at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action,
unless a greater number of affirmative votes or voting by
classes is required by law, the Articles of Incorporation of the
Corporation or these By-laws.
Section 10. Voting for Directors. Directors shall be
elected by a plurality of the votes cast by the shares entitled
to vote at a meeting at which a quorum is present.
Section 11. Voting Lists. At least ten (10) days prior
to each meeting of stockholders, the officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make a complete list of the stockholders entitled to vote
at such meeting, or any adjournment thereof, with the address
and the number, class and series (if any) of shares held by
each. The list shall be subject to inspection by any
stockholder during normal business hours for at least ten (10)
days prior to the meeting. The list also shall be available at
the meeting and shall be subject to inspection by any
stockholder at any time during the meeting or its adjournment.
The list shall be prima facie evidence as to who are the
stockholders entitled to examine such list or the transfer books
and to vote at any meeting of the stockholders.
If the requirements of this Section have not been
substantially complied with, the meeting shall be adjourned on
the demand of any stockholder (in person or by proxy) until
there has been substantial compliance with the requirements. If
no demand for adjournment is made, failure to comply with the
requirements of this Section does not affect the validity of any
action taken at the meeting.
Section 12. Voting of Shares. Except as otherwise
provided in the Articles of Incorporation of the Corporation,
each stockholder entitled to vote shall be entitled at every
meeting of the stockholders to one vote in person or by proxy on
each matter for each share of voting stock held by such
stockholder. Such right to vote shall be subject to the right
of the Board of Directors to fix a record date for voting
stockholders as hereinafter provided. Treasury shares, and
shares of stock of the Corporation owned directly or indirectly
by another corporation the majority of the voting stock of which
is owned or controlled by the Corporation, shall not be voted at
any meeting and shall not be counted in determining the total
number of outstanding shares.
Section 13. Proxies. At all meetings of stockholders, a
stockholder may vote by proxy, executed in writing and delivered
to the Corporation in the original or transmitted via telegram,
or as a photographic, photostatic or equivalent reproduction of
a written proxy by the stockholder or by the stockholder's duly
authorized attorney-in-fact. No proxy shall be valid after
eleven (11) months from its date, unless the proxy provides for
a longer period. Each proxy shall be filed with the Secretary
before or at the time of the meeting. A proxy may be revoked at
the pleasure of the record owner of the shares to which it
relates, unless the proxy provides otherwise. In the event
3
<PAGE> 9
that a proxy shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or,
if only one is present, that one, shall have all of the powers
conferred by the proxy upon all the persons so designated,
unless the instrument shall provide otherwise.
Section 14. Informal Action by Stockholders. Unless
otherwise provided in the Articles of Incorporation of the
Corporation, any action required or permitted to be taken at a
meeting of the stockholders may be taken by means of one or more
written consents that satisfy the requirements set forth below.
In such event, no meeting, prior notice or formal vote shall be
required. To be effective, a written consent (which may be in
one or more counterparts) shall set forth the action taken and
shall be signed by stockholders holding shares representing not
less than the minimum number of votes of each voting group
entitled to vote thereon that would be necessary to authorize or
take such action at a meeting at which all voting groups and
shares entitled to vote thereon were present and voted. No
written consent shall be effective unless, within sixty (60)
days of the date of the earliest dated consent delivered to the
Secretary, written consent signed by the number of stockholders
required to take action is delivered to the Secretary. If
authorization of an action is obtained by one or more written
consents but less than all stockholders so consent, then within
ten (10) days after obtaining the authorization of such action
by written consents, notice must be given to each stockholder
who did not consent in writing and to each stockholder who is
not entitled to vote on the action. The notice shall fairly
summarize the material features of the authorized action and, if
the action be such for which dissenters' rights are provided
under the Florida Business Corporation Act, the notice shall
contain a clear statement of the right of stockholders
dissenting therefrom to be paid the fair value of their shares
upon compliance with the provisions of the Florida Business
Corporation Act regarding the rights of dissenting stockholders.
Section 15. Inspectors. For each meeting of the
stockholders, the Board of Directors or the Chairman of the
Board may appoint two inspectors to supervise the voting. If
inspectors are so appointed, all questions respecting the
qualification of any vote, the validity of any proxy and the
acceptance or rejection of any vote shall be decided by such
inspectors. Before acting at any meeting, the inspectors shall
take an oath to execute their duties with strict impartiality
and according to the best of their ability. If any inspector
shall fail to be present or shall decline to act, the Chairman
of the Board shall appoint another inspector to act in his or
her place. In case of a tie vote by the inspectors on any
question, the presiding officer shall decide the issue.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of
the Corporation shall be managed by its Board of Directors,
which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by law, the Articles of
Incorporation of the Corporation or these By-laws directed or
required to be exercised or done only by the stockholders.
Section 2. Number, Election, Tenure and Qualifications.
The number of directors of the Corporation shall be not less
than three (3) nor more than fifteen (15). The exact number of
directors shall be fixed by resolution adopted by a vote of a
majority of the then authorized number of directors; provided
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that no decrease in the number of directors shall have the
effect of shortening the term of any then incumbent director.
At each annual meeting of stockholders, the stockholders shall
elect directors to hold office until the next succeeding annual
meeting. Each director shall hold office until his or her term
of office expires and until such director's successor is elected
and qualifies, unless such director sooner dies, resigns or is
removed by the stockholders at any annual or special meeting.
It shall not be necessary for directors to be stockholders or
residents of the State of Florida. All directors shall be
natural persons who are 18 years of age or older.
Section 3. Annual Meeting. Promptly after each annual
meeting of stockholders, the Board of Directors shall hold its
annual meeting for the purpose of the election of officers and
the transaction of such other business as may come before the
meeting. If such meeting is held at the same place as and
immediately following such annual meeting of stockholders and if
a majority of the directors are present at such place and time,
no prior notice of such meeting shall be required to be given to
the directors.
Section 4. Regular Meetings. Regular meetings of the
Board of Directors may be held without notice at such time and
at such place as shall be determined from time to time by the
Board of Directors.
Section 5. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the Board,
the President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors
may fix the place for holding any special meetings of the Board
of Directors called by such person or persons. If no such
designation is made, the place of meeting shall be the principal
office of the Corporation in the State of Florida.
Section 6. Notice. Whenever notice of a meeting is
required, written notice stating the place, day and hour of the
meeting shall be delivered at least two (2) days prior thereto
to each director, either personally, or by first-class United
States mail, telegraph, teletype, facsimile or other form of
electronic communication, or by private mail carriers handling
nationwide mail services, to the director's business address.
If notice is given by first-class United States mail, such
notice shall be deemed to be delivered five (5) days after
deposited in the United States mail so addressed with postage
thereon prepaid or when received, if such date is earlier. If
notice is given by telegraph, teletype, facsimile transmission
or other form of electronic communication or by private mail
carriers handling nationwide mail services, such notice shall be
deemed to be delivered when received by the director. Any
director may waive notice of any meeting, either before, at or
after such meeting. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except
where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting
is not lawfully called or convened and so states at the
beginning of the meeting or promptly upon arrival at the
meeting.
Section 7. Quorum. A majority of the total number of
directors as determined from time to time to comprise the Board
of Directors shall constitute a quorum.
Section 8. Adjournment; Quorum for Adjourned Meeting.
If less than a majority of the total number of directors are
present at a meeting, a majority of the directors so present may
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adjourn the meeting from time to time without further notice.
At any adjourned meeting at which a quorum shall be present, any
business may be transacted that might have been transacted at
the meeting as originally noticed.
Section 9. Manner of Acting. If a quorum is present
when a vote is taken, the act of a majority of the directors
present at the meeting shall be the act of the Board of
Directors unless otherwise provided in the Articles of
Incorporation of the Corporation.
Section 10. Removal. Any director may be removed by the
stockholders, with or without cause, at any meeting of the
stockholders called expressly for that purpose. Any such
removal shall be without prejudice to the contract rights, if
any, of the person removed.
Section 11. Vacancies. Any vacancy occurring in the
Board of Directors, including any vacancy created by reason of
an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors, or by the
stockholders, unless otherwise provided in the Articles of
Incorporation of the Corporation. The term of a director
elected to fill a vacancy shall expire at the next following
annual meeting of stockholders, and the person elected shall
hold office until such time and until such director's successor
is elected and qualifies, unless such director sooner dies,
resigns or is removed by the stockholders at any annual or
special meeting.
Section 12. Compensation. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a fixed sum for attendance at each meeting of the Board of
Directors, a stated salary as directors and/or such other
reasonable compensation as may be determined by the Board from
time to time. No payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor.
Section 13. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless such
director objects at the beginning of the meeting (or promptly
upon his or her arrival) to the holding of the meeting or the
transacting of specified business at the meeting or such
director votes against such action or abstains from voting in
respect of such matter.
Section 14. Informal Action by Board. Any action
required or permitted to be taken by any provisions of law, the
Articles of Incorporation of the Corporation or these By-laws at
any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if each and every member
of the Board or of such committee, as the case may be, signs a
written consent thereto and such written consent is filed in the
minutes of the proceedings of the Board or such committee, as
the case may be. Action taken under this section is effective
when the last director signs the consent, unless the consent
specifies a different effective date, in which case it is
effective on the date so specified.
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Section 15. Meeting by Telephone, Etc. Directors or the
members of any committee thereof shall be deemed present at a
meeting of the Board of Directors or of any such committee, as
the case may be, if the meeting is conducted using a conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at
the same time.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation
shall consist of a Chairman of the Board, a Chairman of the
Executive Committee, a President, a Secretary and a Treasurer,
each of whom shall be appointed by the Board of Directors. The
Board of Directors may also appoint one or more vice presidents,
one or more assistant secretaries and assistant treasurers and
such other officers as the Board of Directors shall deem appro
priate. The same individual may simultaneously hold more than
one office in the Corporation.
Section 2. Appointment and Term of Office. The
officers of the Corporation shall be appointed annually by the
Board of Directors at its annual meeting. If the appointment of
officers shall not be made at such meeting, such appointment
shall be made as soon thereafter as is convenient. Each officer
shall hold office until such officer's successor is appointed
and qualifies, unless such officer sooner dies, resigns or is
removed by the Board. The appointment of an officer does not
itself create contract rights. The failure to elect a Chairman
of the Board, a Chairman of the Executive Committee, a
President, a Secretary or a Treasurer shall not affect the
existence of the Corporation.
Section 3. Resignation. An officer may resign at any
time by delivering notice to the Corporation. A resignation
shall be effective when the notice is delivered unless the
notice specifies a later effective date. An officer's
resignation shall not affect the Corporation's contract rights,
if any, with the officer.
Section 4. Removal. The Board of Directors may remove
any officer at any time with or without cause. An officer's
removal shall not affect the officer's contract rights, if any,
with the Corporation.
Section 5. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or otherwise
may be filled by the Board of Directors for the unexpired
portion of the term.
Section 6. Duties of Officers.
(a) The Chairman of the Board of the Corporation
shall be the chief executive officer of the Corporation and
shall, subject to the direction of the Board, have general
charge of the business and affairs of the Corporation. The
Chairman of the Board shall preside at all meetings of the Board
of Directors and of the stockholders.
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(b) The Chairman of the Executive Committee shall,
during the absence, sickness or other disability of the Chairman
of the Board, serve as the chief executive officer of the
Corporation. The Chairman of the Executive Committee shall
preside over meetings of the Executive Committee.
(c) The President shall be the chief operating and
administrative officer of the Corporation.
(d) The Secretary shall (i) be responsible for
preparing minutes of the directors' and stockholders' meetings
and for authenticating records of the Corporation, (ii) see that
all notices are duly given in accordance with the provisions of
the Articles of Incorporation of the Corporation, these By-laws
or as required by law, (iii) maintain custody of the corporate
records and the corporate seal, and (iv) have general charge of
the stock transfer books of the Corporation.
(e) The Treasurer shall (i) have charge and custody
of and be responsible for all funds of the Corporation and (ii)
receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit monies in
the name of the Corporation in the banks, trust companies or
other depositaries as shall be selected by the Corporation.
(f) Subject to the foregoing, the officers of the
Corporation shall have such powers and duties as ordinarily
pertain to their respective offices and such additional powers
and duties specifically conferred by law, the Articles of
Incorporation of the Corporation and these By-laws, or as may be
assigned to them from time to time by the Board of Directors or
an officer authorized by the Board of Directors to prescribe the
duties of other officers.
Section 7. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors, and
no officer shall be prevented from receiving a salary by reason
of the fact that the officer is also a director of the
Corporation.
Section 8. Delegation of Duties. In the absence or
disability of any officer of the Corporation, or for any other
reason deemed sufficient by the Board of Directors, the Board
may delegate the powers or duties of such officer to any other
officer or to any other director for the time being.
ARTICLE V
EXECUTIVE AND OTHER COMMITTEES
Section 1. Creation of Committees. The Board of
Directors may designate an Executive Committee and one or more
other committees. Each committee so designated shall consist of
two (2) or more of the directors of the Corporation.
Section 2. Executive Committee. The Executive
Committee, if there shall be one, shall consult with and advise
the officers of the Corporation in the management of its
business. It shall have, and may exercise, except to the extent
otherwise provided in the resolution of the Board of Directors
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creating such Executive Committee, such powers of the Board of
Directors as can be lawfully delegated by the Board. Included
solely for information purposes, the following is a list of the
actions that, under Florida law in effect at the time of the
adoption of these By-laws, may not be delegated to a committee,
but the list shall be deemed automatically revised without
further action by the Board of Directors or the stockholders of
this Corporation upon and to the extent of any amendment to such
law:
(a) approve or recommend to stockholders actions or
proposals required by law to be approved by stockholders;
(b) fill vacancies on the Board of Directors or any
committee of the Board;
(c) adopt, amend or repeal these By-laws;
(d) authorize or approve the reacquisition of shares
unless pursuant to a general formula or method specified by the
Board of Directors; or
(e) authorize or approve the issuance or sale of
shares, or any contract to sell shares, or designate the terms
of a series or class of shares.
Section 3. Other Committees. Such other committees, to
the extent provided in the resolution or resolutions creating
them, shall have such functions and may exercise such powers of
the Board of Directors as can be lawfully delegated by the
Board. Notwithstanding the foregoing, no committee shall have
the authority to take any action listed in subsections (a)
through (e), inclusive, of Section 2 of this Article V.
Section 4. Removal or Dissolution. Any Committee of
the Board of Directors may be dissolved by the Board at any
meeting; and any member of such committee may be removed by the
Board of Directors with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person
so removed.
Section 5. Vacancies on Committees. Vacancies on any
committee of the Board of Directors shall be filled by the Board
of Directors at any meeting.
Section 6. Meetings of Committees. Regular meetings of
any committee of the Board of Directors may be held without
notice at such time and at such place as shall from time to time
be determined by such committee. Special meetings of any such
committee may be called by any member thereof upon two (2) days
notice of the date, time and place of the meeting given to each
of the other members of such committee, or on such shorter
notice as may be agreed to in writing by each of the other
members of such committee. Notice shall be given either
personally or in the manner provided in Section 6 of Article III
of these By-laws (pertaining to notice for directors' meetings).
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Section 7. Absence of Committee Members. The Board of
Directors may designate one or more directors as alternate
members of any committee of the Board of Directors, who may
replace at any meeting of such committee any member not able to
attend.
Section 8. Quorum of Committees. At all meetings of
committees of the Board of Directors, a majority of the total
number of members of the committee as determined from time to
time shall constitute a quorum for the transaction of business.
Section 9. Manner of Acting of Committees. If a quorum
is present when a vote is taken, the act of a majority of the
members of any committee of the Board of Directors present at
the meeting shall be the act of such committee.
Section 10. Minutes of Committees. Each committee of
the Board of Directors shall keep regular minutes of its
proceedings and report the same to the Board of Directors when
requested.
Section 11. Compensation. Members of any committee of
the Board of Directors may be paid compensation in accordance
with the provisions of Section 12 of Article III of these By-
laws (pertaining to compensation of directors).
Section 12. Informal Action. Any committee of the Board
of Directors may take such informal action and hold such
informal meetings as allowed by the provisions of Sections 14
and 15 of Article III of these By-laws.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. General.
(a) To the fullest extent permitted by law and
consistent with the principles set forth in Section 1(c) below,
the Corporation shall indemnify any person who is or was a
party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or other type of proceeding
(other than an action by or in the right of the Corporation),
whether civil, criminal, administrative, investigative or
otherwise, and whether formal or informal, by reason of the fact
that such person is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, trustee or fiduciary of
another corporation, partnership, joint venture, trust
(including without limitation an employee benefit trust), or
other enterprise.
(b) To the fullest extent permitted by law and
consistent with the principles set forth in Section 1(c) below,
the Corporation shall be entitled but shall not be obligated to
indemnify any person who is or was a party, or is threatened to
be made a party, to any threatened, pending or completed action,
suit or other type of proceeding (other than an action by or in
the right of the Corporation), whether civil, criminal,
administrative, investigative or otherwise, and whether formal
or informal, by reason of the fact that such person is or was an
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employee or agent of the Corporation or is or was serving at the
request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise.
(c) Any person for whom indemnification is required
or authorized under Section 1(a) or Section 1(b) above shall be
indemnified against all liabilities, judgments, amounts paid in
settlement, penalties, fines (including an excise tax assessed
with respect to any employee benefit plan) and expenses
(including attorneys' fees, paralegals' fees and court costs)
actually and reasonably incurred in connection with any such
action, suit or other proceeding, including any appeal thereof.
Indemnification shall be available only if the person to be
indemnified acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such
person's conduct was unlawful. The termination of any such
action, suit or other proceeding by judgment, order, settlement
or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner that such
person reasonably believed to be in, or not opposed to, the best
interests of the Corporation or, with respect to any criminal
action or proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
Section 2. Actions by or in the Right of the
Corporation.
(a) To the fullest extent permitted by law and
consistent with the principles set forth in Section 2(c) below,
the Corporation shall indemnify any person who is or was a
party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or other type of proceeding
(as further described in Section 1 of this Article VI) by or in
the right of the Corporation to procure a judgment in its favor
by reason of the fact that such person is or was a director or
officer of the Corporation or is or was serving at the request
of the Corporation as a director, officer, trustee or fiduciary
of another corporation, partnership, joint venture, trust or
other enterprise.
(b) To the fullest extent permitted by law and
consistent with the principles set forth in Section 2(c) below,
the Corporation shall be entitled but shall not be obligated to
indemnify any person who is or was a party, or is threatened to
be made a party, to any threatened, pending or completed action,
suit or other type of proceeding (as further described in
Section 1 of this Article VI) by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that such person is or was an employee or agent of the
Corporation or is or was serving at the request of the
Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
(c) Any person for whom indemnification is required
or authorized under Section 2(a) or Section 2(b) above shall be
indemnified against expenses (including attorneys' fees,
paralegals' fees and court costs) and amounts paid in settlement
not exceeding, in the judgment of the Board of Directors, the
estimated expenses of litigating the action, suit or other
proceeding to conclusion, that are actually and reasonably
incurred in connection with the defense or settlement of such
action, suit or other proceeding, including any appeal thereof.
Indemnification shall be available only if the person to be
indemnified acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best
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interests of the Corporation. Notwithstanding the foregoing, no
indemnification shall be made under this Section 2 in respect of
any claim, issue or matter as to which such person shall have
been adjudged to be liable unless, and only to the extent that,
the court in which such action, suit or other proceeding was
brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for
such expenses that such court shall deem proper.
Section 3. Determination that Indemnification Is
Proper. Indemnification pursuant to Section 1 or Section 2 of
this Article VI, unless otherwise made pursuant to a
determination by a court, shall be made by the Corporation only
as authorized in the specific case upon a determination that the
indemnification is proper in the circumstances because the
indemnified person has met the applicable standard of conduct
set forth in Section 1 or Section 2 of this Article VI. Such
determination shall be made under one of the following
procedures:
(a) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the
action, suit or other proceeding to which the indemnification
relates;
(b) if such a quorum is not obtainable or, even if
obtainable, by majority vote of a committee duly designated by
the Board of Directors (the designation being one in which
directors who are parties may participate) consisting solely of
two or more directors not at the time parties to such action,
suit or other proceeding;
(c) by independent legal counsel (i) selected by the
Board of Directors in accordance with the requirements of
subsection (a) or by a committee designated under subsection (b)
or (ii) if a quorum of the directors cannot be obtained and a
committee cannot be designated, selected by majority vote of the
full Board of Directors (the vote being one in which directors
who are parties may participate); or
(d) by the stockholders by a majority vote of a
quorum consisting of stockholders who were not parties to such
action, suit or other proceeding or, if no such quorum is
obtainable, by a majority vote of stockholders who were not
parties to such action, suit or other proceeding.
Section 4. Evaluation and Authorization. Evaluation of
the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as is
prescribed in Section 3 of this Article VI for the determination
that indemnification is permissible; provided, however, that if
the determination as to whether indemnification is permissible
is made by independent legal counsel, the persons who selected
such independent legal counsel shall be responsible for
evaluating the reasonableness of expenses and may authorize
indemnification.
Section 5. Prepayment of Expenses. Expenses (including
attorneys' fees, paralegals' fees and court costs) incurred by a
director or officer in defending a civil or criminal action,
suit or other proceeding referred to in Section 1 or Section 2
of this Article VI may, in the discretion of this Corporation,
to the full extent permitted by law, be paid by the Corporation
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in advance of the final disposition thereof. Any such payment
shall be made only upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if such
person is ultimately found not to be entitled to indemnification
by the Corporation pursuant to this Article VI.
Section 6. Prompt Consideration. Any request for
indemnification or advancement of expenses shall be promptly
considered by the Corporation.
Section 7. Nonexclusivity and Limitations. The
indemnification and advancement of expenses provided pursuant to
this Article VI shall not be deemed exclusive of any other
rights to which a person may be entitled under any law, By-law,
agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity
and as to action in any other capacity while holding office with
the Corporation. Such indemnification and advancement of
expenses shall continue as to any person who has ceased to be a
director or officer and shall inure to the benefit of such
person's heirs and personal representatives. The Board of
Directors may, at any time, approve indemnification of or
advancement of expenses to any other person that the Corporation
has the power by law to indemnify. In all cases not
specifically provided for in this Article VI, indemnification or
advancement of expenses shall not be made to the extent that
such indemnification or advancement of expenses is expressly
prohibited by law.
Section 8. Continuation of Indemnification Right.
(a) The right of indemnification and advancement of
expenses under this Article VI for directors and officers shall
be a contract right inuring to the benefit of the directors and
officers entitled to be indemnified hereunder. No amendment or
repeal of this Article VI shall adversely affect any right of
such director or officer existing at the time of such amendment
or repeal. Indemnification and advancement of expenses as
provided for in this Article VI shall continue as to a person
who has ceased to be a director or officer and shall inure to
the benefit of the heirs, executors and administrators of such
person.
(b) Unless expressly otherwise provided when
authorized or ratified by this Corporation, indemnification and
advancement of expenses that have been specifically authorized
and approved by the Corporation for a particular employee or
agent shall continue as to a person who has ceased to be an
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
(c) For purposes of this Article VI, the term
"corporation" includes, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger, so that any person who is or was a director or officer
of a constituent corporation, or is or was serving at the
request of a constituent corporation as a director, officer,
trustee or fiduciary of another corporation, partnership, joint
venture, trust or other enterprise, is in the same position
under this Article VI with respect to the resulting or surviving
corporation as such person would have been with respect to such
constituent corporation if its separate existence had continued.
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Section 9. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or who
is or was serving at the request of the Corporation as a
director, officer, trustee, fiduciary, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise. Such insurance may cover any liability asserted
against such person and incurred by such person in any such
capacity or arising out of such person's status as such, whether
or not the Corporation is obligated to or would have the power
to indemnify such person against the liability under Section 1
or Section 2 of this Article VI.
ARTICLE VII
INTERESTED PARTIES
Section 1. General. No contract or other transaction
between the Corporation and any one or more of its directors or
any other corporation, firm, association or entity in which one
or more of its directors are directors or officers or are finan
cially interested shall be either void or voidable because of
such relationship or interest, because such director or
directors were present at the meeting of the Board of Directors
or of a committee thereof that authorizes, approves or ratifies
such contract or transaction, or because such director's or
directors' votes are counted for such purpose, as long as one or
more of the following requirements is satisfied:
(a) the fact of such relationship or interest is disclosed
or known to the Board of Directors or committee that authorizes,
approves or ratifies the contract or transaction by a vote or
consent sufficient for the purpose without counting the votes or
consents of such interested directors;
(b) the fact of such relationship or interest is disclosed
or known to the stockholders entitled to vote on the matter, and
they authorize, approve or ratify such contract or transaction
by vote or written consent; or
(c) the contract or transaction is fair and reasonable as
to the Corporation at the time it is authorized by the Board of
Directors, a committee thereof or the stockholders.
Section 2. Determination of Quorum. Common or
interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a
committee thereof that authorizes, approves or ratifies a
contract or transaction referred to in Section 1 of this
Article VII.
Section 3. Approval by Stockholders. For purposes of
Section 1(b) of this Article VII, a conflict of interest
transaction shall be authorized, approved or ratified if it
receives the vote of a majority of the shares entitled to be
counted under this Section 3. Shares owned by or voted under
the control of a director who has a relationship or interest in
the transaction described in Section 1 of this Article VII may
not be counted in a vote of stockholders to determine whether to
authorize, approve or ratify a conflict of interest transaction
under Section 1(b) of this Article VII. The vote of the shares
owned by or voted under the control of a director who has a
relationship or interest in the transaction described in
14
<PAGE> 20
Section 1 of this Article VII shall be counted, however, in
determining whether the transaction is approved under other
sections of these By-laws and applicable law. A majority of
those shares that would be entitled, if present, to be counted
in a vote on the transaction under this Section 3 shall
constitute a quorum for the purpose of taking action under this
Section 3.
ARTICLE VIII
CERTIFICATES OF STOCK
Section 1. Certificates for Shares. Shares may but
need not be represented by certificates. The rights and
obligations of stockholders shall be identical whether or not
their shares are represented by certificates. If shares are
represented by certificates, each certificate shall be in such
form as the Board of Directors may from time to time prescribe
and shall be signed (either manually or in facsimile) by the
Chairman of the Board or the President (and may be signed
(either manually or in facsimile) by the Secretary or an
Assistant Secretary and/or sealed with the seal of the
Corporation or its facsimile). Each certificate shall set forth
the holder's name and the number of shares represented by the
certificate, and shall state such other matters as may be
required by law. The certificates shall be numbered and entered
on the books of the Corporation as they are issued. If shares
are not represented by certificates, then, within a reasonable
time after issue or transfer of shares without certificates, the
Corporation shall send the stockholder a written statement in
such form as the Board of Directors may from time to time
prescribe, certifying as to the number of shares owned by the
stockholder and as to such other information as would have been
required to be on certificates for such shares.
If and to the extent the Corporation is authorized to issue
shares of more than one class or more than one series of any
class, every certificate representing shares shall set forth or
fairly summarize upon the face or back of the certificate, or
shall state that the Corporation will furnish to any stockholder
upon request and without charge a full statement of:
(a) the designations, relative rights, preferences and
limitations of the shares of each class or series authorized to
be issued;
(b) the variations in rights, preferences and limitations
between the shares of each such series, if the Corporation is
authorized to issue any preferred or special class in series
insofar as the same have been fixed and determined; and
(c) the authority of the Board of Directors to fix and
determine the variations, relative rights and preferences of
future series.
Section 2. Signatures of Past Officers. If the person
who signed (either manually or in facsimile) a share certificate
no longer holds office when the certificate is issued, the
certificate shall nevertheless be valid.
Section 3. Transfer Agents and Registrars. The Board
of Directors may, in its discretion, appoint responsible banks
or trust companies in such city or cities as the Board may deem
15
<PAGE> 21
advisable from time to time to act as transfer agents and
registrars of the stock of the Corporation. When such
appointments shall have been made, no stock certificate shall be
valid until countersigned by one of such transfer agents and
registered by one of such registrars.
Section 4. Transfer of Shares. Transfers of shares of
the Corporation shall be made upon its books by the holder of
the shares in person or by the holder's lawfully constituted
representative, upon surrender of the certificate of stock for
cancellation if such shares are represented by a certificate of
stock or by delivery to the Corporation of such evidence of
transfer as may be required by the Corporation if such shares
are not represented by certificates. The person in whose name
shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes; and
the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any
other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the
State of Florida.
Section 5. Lost Certificates. The Board of Directors
may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by
the Corporation and alleged to have been lost or destroyed, upon
the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or the owner's
legal representative, to pay a reasonable charge for issuing the
new certificate, to advertise the matter in such manner as it
shall require and/or to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
ARTICLE IX
RECORD DATE
Section 1. Record Date for Stockholder Actions. The
Board of Directors is authorized from time to time to fix in
advance a date as the record date for the determination of the
stockholders entitled to notice of and to vote at any meeting of
the stockholders and any adjournment thereof (unless a new
record date must be established by law for such adjourned
meeting), or of the stockholders entitled to give such consent
or take such action, as the case may be. In no event may a
record date so fixed by the Board of Directors precede the date
on which the resolution establishing such record date is adopted
by the Board of Directors; and such record date may not be more
than seventy (70) nor less than ten (10) days before the date of
any meeting of the stockholders, before a date in connection
with the obtaining of the consent of stockholders for any
purpose, or before the date of any other action requiring a
determination of the stockholders. Only those stockholders
listed as stockholders of record as of the close of business on
the date so fixed as the record date shall be entitled to notice
of and to vote at such meeting and any adjournment thereof, or
to exercise such rights or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of
the Corporation after any such record date fixed as aforesaid.
If the Board of Directors fails to establish a record date as
provided herein, the record date shall be deemed to be the date
ten (10) days prior to the date of the stockholders' meeting.
16
<PAGE> 22
Section 2. Record Date for Dividend and Other
Distributions. The Board of Directors is authorized from time
to time to fix in advance a date as the record date for the
determination of the stockholders entitled to receive a dividend
or other distribution. Only those stockholders listed as
stockholders of record as of the close of business on the date
so fixed as the record date shall be entitled to receive the
dividend or other distribution, as the case may be,
notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid. If
the Board of Directors fails to establish a record date as
provided herein, the record date shall be deemed to be the date
of authorization of the dividend or other distribution.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares of
capital stock in the manner and upon the terms and conditions
provided by the Articles of Incorporation of the Corporation and
by law. Subject to the provisions of the Articles of
Incorporation of the Corporation and to law, dividends may be
paid in cash or property, including shares of stock or other
securities of the Corporation.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall be the period
selected by the Board of Directors as the fiscal year. Unless
and until changed by the Board of Directors, the fiscal year of
the Corporation shall end on the last Saturday of each year.
ARTICLE XII
SEAL
The corporate seal shall have the name of the Corporation
and the word "SEAL" inscribed thereon. It may be a facsimile,
engraved, printed or impression seal.
ARTICLE XIII
STOCK IN OTHER CORPORATIONS
Shares of stock in other corporations held by the
Corporation shall be voted by such officer or officers or other
agent of the Corporation as the Board of Directors shall from
time to time designate for the purpose or by a proxy thereunto
duly authorized by said Board.
17
<PAGE> 23
ARTICLE XIV
AMENDMENTS
These By-laws may be altered, amended or repealed and new
By-laws may be adopted either by the Board of Directors or by
the holders of a majority of the issued and outstanding shares
of stock of the Corporation entitled to vote; provided, however,
that the Board of Directors may not alter, amend or repeal any
By-law adopted by the stockholders if the stockholders
specifically provided that the By-law is not subject to
amendment or repeal by the Board.
ARTICLE XV
EMERGENCY BY-LAWS
Section 1. Scope of Emergency By-laws. The emergency
By-laws provided in this Article XV shall be operative during
any emergency, notwithstanding any different provision set forth
in the preceding Articles hereof; provided, however, that to the
extent not inconsistent with the provisions of this Article XV
and the emergency By-laws, the By-laws provided in the preceding
Articles shall remain in effect during such emergency. For
purposes of the emergency By-law provisions of this Article XV,
an emergency shall exist if a quorum of the Corporation's
directors cannot readily be assembled because of some
catastrophic event. Upon termination of the emergency, these
emergency By-laws shall cease to be operative.
Section 2. Call and Notice of Meeting. During any
emergency, a meeting of the Board of Directors may be called by
any officer or director of the Corporation. Notice of the date,
time and place of the meeting shall be given by the person
calling the meeting to such of the directors as it may be
feasible to reach by any available means of communication. Such
notice shall be given at such time in advance of the meeting as
circumstances permit in the judgment of the person calling the
meeting.
Section 3. Quorum and Voting. At any such meeting of
the Board of Directors, a quorum shall consist of any one or
more directors, and the act of the majority of the directors
present at such meeting shall be the act of the Corporation.
Section 4. Appointment of Temporary Directors.
(a) The director or directors who are able to be
assembled at a meeting of directors during an emergency may
assemble for the purpose of appointing, if such directors deem
it necessary, one or more temporary directors (the "Temporary
Directors") to serve as directors of the Corporation during the
term of any emergency.
(b) If no directors are able to attend a meeting of
directors during an emergency, then such stockholders as may
reasonably be assembled shall have the right, by majority vote
of those assembled, to appoint Temporary Directors to serve on
the Board of Directors until the termination of the emergency.
18
<PAGE> 24
(c) If no stockholders can reasonably be assembled in
order to conduct a vote for Temporary Directors, then the
Chairman of the Board or his or her successor as determined
under an emergency succession plan adopted by the Board of
Directors under Section 5 of this Article XV shall be deemed a
Temporary Director of the Corporation, and such Chairman of the
Board or his or her successor, as the case may be, shall have
the right to appoint additional Temporary Directors to serve
with him or her on the Board of Directors of the Corporation
during the term of the emergency.
(d) Temporary Directors shall have all of the rights,
duties and obligations of directors appointed pursuant to
Article III hereof; provided, however, that a Temporary Director
may be removed from the Board of Directors at any time by the
person or persons responsible for appointing such Temporary
Director, or by vote of the majority of the stockholders present
at any meeting of the stockholders during an emergency. In any
event, the Temporary Director shall automatically be deemed to
have resigned from the Board of Directors upon the termination
of the emergency in connection with which the Temporary Director
was appointed.
Section 5. Modification of Lines of Succession. Either
before or during any emergency, the Board of Directors may
provide, and from time to time modify, lines of succession in
the event that during such an emergency any or all officers or
agents of the Corporation shall for any reason be rendered
incapable of discharging their duties.
Section 6. Change of Principal Office. The Board of
Directors may, either before or during any such emergency, and
effective during such emergency, change the principal office of
the Corporation or designate several alternative head offices or
regional offices, or authorize the officers of the Corporation
to do so.
Section 7. Limitation of Liability. No officer,
director or employee acting in accordance with these emergency
By-laws during an emergency shall be liable except for willful
misconduct.
Section 8. Amendment or Repeal. These emergency By-
laws shall be subject to amendment or repeal by further action
of the Board of Directors or by action of the stockholders, but
no such amendment or repeal shall modify the provisions of
Section 7 above with regard to actions taken prior to the time
of such amendment or repeal. Any amendment of these emergency
By-laws may make any further or different provision that may be
practical or necessary under the circumstances of the emergency.
ARTICLE XVI
PRECEDENCE OF LAW AND ARTICLES OF INCORPORATION
Any provision of the Articles of Incorporation of this
Corporation shall, subject to law, control and take precedence
over any provision of these By-laws inconsistent therewith.
19
EXHIBIT 21
PUBLIX SUPER MARKETS, INC.
Subsidiary of the Company
Publix Alabama, Inc. (incorporated in Alabama)
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENT OF PUBLIX SUPER MARKETS, INC. FOR THE YEAR ENDED DECEMBER
28, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
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<NAME> PUBLIX SUPER MARKETS, INC.
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<PERIOD-START> DEC-31-1995
<PERIOD-END> DEC-28-1996
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<CASH> 457,405
<SECURITIES> 65,586
<RECEIVABLES> 61,221
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<DEPRECIATION> 1,510,275
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<CURRENT-LIABILITIES> 909,567
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<COMMON> 219,943
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<CGS> 8,006,503
<TOTAL-COSTS> 10,020,158
<OTHER-EXPENSES> 89,000
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