-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R3Xa0lfatOLqyrnUn56300w6/JxzJGneeywyYxVMgfEV8Y2vMcEYN6EX03J5AkSI E3S8aPLMb7VeS6JDZZdldw== 0000081061-96-000023.txt : 19960408 0000081061-96-000023.hdr.sgml : 19960408 ACCESSION NUMBER: 0000081061-96-000023 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951230 FILED AS OF DATE: 19960405 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIX SUPER MARKETS INC CENTRAL INDEX KEY: 0000081061 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 590324412 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00981 FILM NUMBER: 96544738 BUSINESS ADDRESS: STREET 1: 1936 GEORGE JENKINS BLVD CITY: LAKELAND STATE: FL ZIP: 33801 BUSINESS PHONE: 8136881188 MAIL ADDRESS: STREET 2: P O BOX 407 CITY: LAKELAND STATE: FL ZIP: 33802 10-K/A 1 ANNUAL REPORT ON FORM 10-K 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 30, 1995 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ______________ to ____________ Commission File Number 0-981 ----- PUBLIX SUPER MARKETS, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Florida 59-0324412 - ------------------------ ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 1936 George Jenkins Boulevard Lakeland, Florida 33801 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (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. (X) 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 15, 1996 was approximately $2,200,549,106. The number of shares of Registrant's common stock outstanding as of March 15, 1996 was 224,576,226. DOCUMENTS INCORPORATED BY REFERENCE Pages 2 through 8 of Proxy Statement solicited for the 1996 Annual Meeting of Stockholders to be held on May 14, 1996 is incorporated by reference in Items 10, 11 and 13 of Part III hereof. PART I Item 1. Business Publix Super Markets, Inc. (the "Company") is based in Lakeland, Florida and was incorporated in Florida on December 27, 1921. The Company is in the business of operating retail food supermarkets in Florida, Georgia and South Carolina. The Company's supermarkets sell groceries, 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 throughout the United States. These products are generally available in sufficient quantities to enable the Company to adequately satisfy its customers. The Company believes that its sources of supply of these products and raw materials used in manufacturing are adequate for its needs and that it is not dependent upon a single or relatively few suppliers. The Company operated 508 supermarkets at the end of 1995, compared with 470 at the beginning of the year. In 1995, 44 stores were opened, six stores were closed, and 14 stores were expanded or remodeled. The net increase in square footage was 2.0 million or 9.8% since 1994. The Company entered the Georgia market in 1991 and the South Carolina market in 1993. At the end of 1995, the Company had 441 stores located in Florida, 56 located in Georgia and 11 located in South Carolina. The Company has announced plans to open stores in Alabama beginning in 1996. As of year end, the Company had eight stores under construction in Florida, 15 in Georgia, two in South Carolina and two in Alabama. During 1995, the Company completed construction of a new distribution center and dairy processing plant in Lawrenceville, Georgia. The Company is engaged in a highly competitive industry. Competition, based primarily on price, quality of goods and service, convenience and product mix, is with several national and regional chains, independent stores and mass merchandisers throughout its market areas. The Company anticipates continued competitor format innovation and location additions in 1996. The influx of winter residents to Florida and increased purchases of food during the traditional Thanksgiving and Christmas holidays typically results in seasonal sales increases between November and April of each year. The Company has experienced no significant changes in the kinds of products sold or in its methods of distribution since the beginning of the fiscal year. The Company had approximately 95,000 employees at the end of 1995, compared with 90,000 at the beginning of the year. Of this total, approximately 60,000 at the end of 1995 and 58,000 at the end of 1994 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 1995 had no material effect upon capital expenditures, earnings or the competitive position of the Company. Item 2. Properties At year end, the Company operated approximately 22.5 million square feet of retail space. The Company's stores vary in size. Current store prototypes range from 27,000 to 65,000 square feet. Stores are often located in strip shopping centers where the Company is the anchor tenant. The majority of the Company's retail stores are leased. Substantially all of these leases will expire during the next 20 years. However, in the normal course of business, it is expected that the leases will be renewed or replaced by leases on other properties. At 43 locations both the building and land are owned and at 26 other locations the building is owned while the land is leased. The Company supplies its retail stores from eight distribution centers located in Lakeland, Miami, Jacksonville, Sarasota, Orlando, Deerfield Beach and Boynton Beach, Florida, and Lawrenceville, Georgia. With the exception of a portion of the Miami distribution facility, the Company's corporate offices, distribution facilities and manufacturing plants are owned with no outstanding debt. All of the Company's properties are well maintained and in good operating condition, and suitable and adequate for operating its business. Item 3. Legal Proceedings A notice of charge (the "Charge") was issued by the Equal Employment Opportunity Commission (the "EEOC") on March 22, 1992, In the Matter of: Kemp v. Publix Super Markets, Inc., Charge No. ###-##-####, 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 sex. The Charge was subsequently expanded to include allegations of race discrimination. A purported class action was filed against the Company on July 19, 1995 in the Federal District Court for the Middle District of Florida, Tampa Division, Case No. 95-1162-Civ-T, by Melodee Shores and seven other present or former employees of the Company, individually and on behalf of all other persons similarly situated (the "Shores case"). Four additional named plaintiffs have been added to the suit. In their Complaint, the plaintiffs allege that the Company has and is currently 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 plaintiffs seek, among other relief, certification of the suit as a class action, a declaratory judgment that the Company's practices are unlawful, back pay and other compensatory damages, exemplary and punitive damages, and injunctive relief against future improper conduct. On March 12, 1996, the Court certified a class comprised of all female employees of the Company who from May 22, 1991 (Florida and South Carolina operations) or from October 19, 1991 (Georgia operations) to the date of trial have worked, are working or will work in the Company's retail operations. Expressly excluded are females who have worked only in the Company's pharmacy operations. In January 1996, the Court granted a motion filed by the EEOC to intervene in the Shores case, but limited the intervention to the issues raised by the original plaintiffs. Under its Intervenor's Complaint, the EEOC seeks to correct what it alleges to be the Company's unlawful employment practices on the basis of sex and requests that the Court, among other things, grant injunctive relief, order the Company to provide back pay and compensation for nonpecuniary losses resulting from the alleged unlawful practices and order the Company to pay punitive damages. Intervention by the EEOC in the Shores case does not end the EEOC's separate investigation under the EEOC Charge, at least with respect to allegations of race discrimination, allegations of discrimination against unsuccessful applicants and other matters not involved in the Shores case. The Charge covers such employment practices by the Company in the State of Florida as a whole. The Company denies the allegations contained in the EEOC Charge and in the complaint in the Shores case, and intends to continue to vigorously defend these matters. The Company is unable, at this time, to estimate with any degree of certainty the potential losses that might result from an adverse decision in these matters. Accordingly, no provision for any potential liability has been made in the Company's financial statements. 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 EXECUTIVE OFFICERS OF THE COMPANY
Served as Nature of Family Officer of Relationship Company Name Age Position Between Officers Since - ---- --- -------- ---------------- ----- Howard M. Jenkins 44 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. 52 Chairman of the Cousin of 1974 Executive Committee Howard M. Jenkins and cousin of W. Edwin Crenshaw W. Edwin Crenshaw 45 President Nephew of 1990 Howard M. Jenkins and cousin of Charles H. Jenkins, Jr. William H. Vass 46 Executive 1986 Vice President Hoyt R. Barnett 52 Executive Brother-in-law of 1977 Vice President Howard M. Jenkins Jesse L. Benton 53 Vice President 1988 S. Keith Billups 63 Secretary 1968 Bennie F. Brown 54 Vice President 1992 R. Scott Charlton 37 Vice President 1992 William R. Curry 55 Vice President 1990 Carolyn C. Day 50 Assistant Secretary 1992 Glenn J. Eschrich 51 Vice President 1995 M. Clayton Hollis, Jr. 39 Vice President 1994 Mark R. Irby 40 Vice President 1989 Tina P. Johnson 36 Vice President 1990 and Treasurer James J. Lobinsky 56 Vice President 1992 Thomas M. McLaughlin 45 Vice President 1994 Sharon A. Miller 52 Assistant Secretary 1992 Robert H. Moore 53 Vice President 1994
EXECUTIVE OFFICERS OF THE COMPANY
Served as Nature of Family Officer of Relationship Company Name Age Position Between Officers Since Thomas M. O'Connor 48 Vice President 1992 David P. Phillips 36 Vice President 1990 and Controller James H. Rhodes II 51 Vice President 1995 Daniel M. Risener 55 Vice President 1985 Edward T. Shivers 56 Vice President 1985 James F. Slappey 53 Vice President 1992
The terms of all officers expire at the annual meeting of the Company in May 1996.
Name Business Experience During Last Five Years - ---- ------------------------------------------ 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 Director of Meat Operations - Lakeland Division of the Company to January 1992, Vice President thereafter. R. Scott Charlton Director of Manufacturing of the Company to January 1992, Vice President thereafter. William R. Curry Vice President of the Company. Carolyn C. Day Capital Stock Registrar and Transfer Agent of the Company to July 1992, Capital Stock Registrar and Transfer Agent and Assistant Secretary thereafter. Glenn J. Eschrich Assistant Director of Information Systems of the Company to February 1992, Director of Strategy Support to March 1995, Vice President thereafter. M. Clayton Hollis, Jr. Director of Government Relations of the Company to June 1994, Vice President thereafter. Mark R. Irby Vice President of the Company. Tina P. Johnson Assistant Secretary of the Company to September 1992, Treasurer to January 1995, Treasurer and Trustee of the 401(k) Plan - Publix Stock Fund to March 1996, Vice President, Treasurer and Trustee of the 401(k) Plan - Publix Stock Fund thereafter. James J. Lobinsky Corporate Director of General Merchandise of the Company to January 1992, Vice President thereafter. Thomas M. McLaughlin Assistant Director of Retail Operations - Lakeland Division of the Company to January 1992, Director of Retail Operations - Lakeland Division to January 1994, Regional Director of Retail Operations - Lakeland Division to June 1994, Vice President thereafter.
Name Business Experience During Last Five Years - ---- ------------------------------------------- Sharon A. Miller Director of Merchandise Accounting of the Company to May 1991, Director of Administration to July 1992, Director of Administration and Assistant Secretary thereafter. Robert H. Moore Director of Retail Operations - Lakeland Division of the Company to January 1992, Director of Retail Operations - Atlanta Division to January 1994, Vice President thereafter. Thomas M. O'Connor Director of Distribution - Miami Division of the Company to November 1992, Vice President thereafter. David P. Phillips Controller of the Company 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.
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 1995 was $13.75 per share until March 1, 1995, when the price increased to $14.25 per share. In the second quarter the price remained unchanged at $14.25 per share. In the third quarter the price increased to $15.50 per share and in the fourth quarter the price increased to $16.25 per share. The market price for 1994 was $11.00 per share until March 1, 1994, when the price increased to $12.25 per share. In the second quarter the price increased to $13.00 per share. In the third quarter the price remained unchanged at $13.00 per share and in the fourth quarter the price increased to $13.75 per share. (b) Approximate Number of Equity Security Holders As of February 28, 1996, the approximate number of holders of record of the Company`s common stock was 64,000. (c) Dividends The Company paid cash dividends of $.11 per share of common stock in 1995 and $.09 per share in 1994. 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. Item 6. Five Year Summary of Selected Financial Data
1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- Sales: Sales $9,393,021 8,664,795 7,472,652 6,664,309 6,139,731 Percent increase 8.4% 16.0% 12.1% 8.5% 6.6% Comparable store sales percent increase 2.8% 5.2% 6.4% 4.6% 2.3% Earnings: Gross profit $2,124,036 1,952,043 1,638,044 1,479,788 1,391,255 Earnings before income tax expense and cumulative effect of changes in accounting principles $ 381,500 378,300 288,709 253,677 240,063 Net earnings before cumulative effect of changes in accounting principles $ 242,141 238,567 183,811 166,455 158,044 Net earnings $ 242,141 238,567 180,317 166,455 158,044 Net earnings as a percent of sales 2.58% 2.75% 2.41% 2.50% 2.57% Common stock: Weighted average shares outstanding* 225,852,938 231,514,459 236,249,110 239,248,081 242,872,610 Net earnings per common share, based on weighted average shares outstanding* $ 1.07 1.03 .76 .70 .65 Dividends per share* $ .11 .09 .08 .08 .07 Financial data: Capital expenditures $ 256,629 374,190 320,167 202,597 158,983 Working capital $ 232,570 159,971 137,160 241,191 271,376 Current ratio 1.31 1.24 1.23 1.48 1.62 Total assets $2,559,365 2,302,336 2,054,315 1,791,247 1,623,720 Long-term debt $ 1,765 3,031 4,930 6,938 10,679 Stockholders' equity $1,614,717 1,473,154 1,308,009 1,168,091 1,068,463 Other: Number of stores 508 470 425 400 389
NOTE: Dollars are in thousands, except per share amounts. Fiscal year 1994 includes 53 weeks. All other years include 52 weeks. * Restated to give retroactive effect for 5-for-1 stock split in July 1992. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Business Environment As of December 30, 1995, the Company operated 508 retail grocery stores representing approximately 22.5 million square feet of retail space. Historically, the Company's primary competition has been from national and regional chains and smaller independents located throughout its market areas. The Company has continued to experience increased competition from mass merchandisers. The products offered by these retailers include many of the same items sold by the Company. At the end of 1995, the Company had 441 stores located in Florida, 56 located in Georgia and 11 located in South Carolina. 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 has announced plans to open its first store in Alabama during 1996. The Company opened 20 stores in Florida, 19 stores in Georgia and five stores in South Carolina during 1995. 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 $488.3 million in 1995, compared with $428.4 million in 1994 and $379.8 million in 1993. Working capital was approximately $232.6 million as of December 30, 1995, as compared with $160.0 million and $137.2 million as of December 31, 1994 and December 25, 1993, respectively. Cash and cash equivalents aggregated approximately $276.7 million as of December 30, 1995 as compared with $188.9 million and $199.0 million as of December 31, 1994 and December 25, 1993, respectively. 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 14 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. Capital expenditures totaled $320.2 million in 1993. These expenditures were primarily incurred in connection with the opening of 29 new stores and remodeling or expanding 13 stores which added 1.6 million square feet. Significant expenditures were also incurred in expanding the Deerfield Beach, Florida facility, acquisition of a grocery warehouse in Orlando, Florida and construction of a new general merchandise warehouse in Lakeland, Florida and a new distribution center in Lawrenceville, Georgia. In addition, the Company closed four stores. The Company hopes to open as many as 40 stores in 1996. Although real estate development is unpredictable, the Company's 1996 new store growth represents a reasonable estimate of anticipated future growth. Capital expenditures for 1996, primarily made up of new store construction and the remodeling or expanding of several existing stores, are expected to be approximately $225 million. This capital program is subject to continuing change and review. The 1996 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. 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 $103.1 million, $89.6 million and $90.1 million in fiscal 1995, 1994 and 1993, 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 30, 1995 or December 31, 1994. 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 $74.3 million in 1995 compared with $77.2 million in 1994. Long-term investments, primarily comprised of tax exempt bonds and preferred stocks, were approximately $119.4 million in 1995 compared with $124.5 million in 1994. 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 1995 and 1993 included 52 weeks and fiscal year 1994 included 53 weeks. 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 stores that were open for all of both years (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. Sales for fiscal 1994 were $8,664.8 million as compared with $7,472.7 million in fiscal 1993, a 16.0% increase. This reflects an increase of $171.9 million or 2.3% in sales from an additional week included in the 1994 fiscal year, $388.6 million or 5.2% in sales from stores that were open for all of both years (comparable stores) and sales of $631.6 million or 8.5% from the net impact of new and closed stores since the beginning of 1993. Net new stores contributed an increase of 13.3% or approximately 2.4 million square feet in retail space in fiscal 1994. Cost of merchandise sold including store occupancy, warehousing and delivery expenses was approximately 77.4% of sales in 1995 as compared with 77.5% and 78.1% in 1994 and 1993, respectively. In 1995 and 1994, 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 19.4%, 19.1% and 19.1% in 1995, 1994 and 1993, respectively. The significant components of operating and administrative expenses are payroll costs, employee benefits and depreciation. In August 1993, the "Omnibus Budget Reconciliation Act of 1993" became effective. The major provision of the new tax law affecting the Company was the increase in the maximum corporate income tax rate from 34% to 35%. This 1% increase in the tax rate was retroactive to January 1, 1993. Therefore, in accordance with Financial Accounting Standard No. 109, "Accounting for Income Taxes," the Company recognized an additional $3.5 million income tax expense during fiscal year 1993. In recent years, the impact of inflation on the Company's food prices has been lower than the overall increase in the Consumer Price Index. 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 required 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. In March 1995, the Financial Accounting Standards Board issued Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," effective for fiscal years beginning after December 15, 1995. 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 identifiable intangibles to be disposed of be reported at the lower of carrying amount or fair value less costs to sell. The Company has historically reserved for losses related to the impairment of long-lived assets; therefore, the adoption of this Standard will not materially affect the Company's financial statements. 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 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 (1996 Proxy Statement) which the Company intends to file no later than 120 days after its fiscal year end. Certain information concerning the executive officers of the Company is set forth in Part I under the caption "Executive Officers of the Company." Item 11. Executive Compensation Information regarding executive compensation is incorporated by reference to pages 6 through 8 of the 1996 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 15, 1996, 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.
Amount and Nature Percent Name of Beneficial Ownership (1) of Class - ---- --------------------------- -------- Carol Jenkins Barnett 13,071,244 (2) 5.82 Hoyt R. Barnett 24,694,809 (3) 11.00 W. Edwin Crenshaw 643,571 * Mark C. Hollis 1,528,288 (4) * Charles H. Jenkins, Jr. 1,898,822 * Charles H. Jenkins, Sr. 2,504,144 1.12 Howard M. Jenkins 13,727,461 (5) 6.11 Tina P. Johnson 1,003,436 (6) * E. V. McClurg 1,991,132 * William H. Vass 31,374,559 (7) 13.97 All Officers and Directors as a group (29 individuals) 91,909,837 (8) 40.93 All Other Beneficial Owners: Publix Super Markets, Inc. Profit Sharing Plan and Trust 23,278,750 10.37 Publix Super Markets, Inc. Employee Stock Ownership Plan and Trust 31,341,749 13.96 Nancy E. Jenkins 14,703,305 6.55
*Shares represent less than 1% of class. Note references are explained on the following page. (1) As used in the table on the preceding page, "beneficial ownership" means the sole or shared voting or investment power with respect to the Company's common stock. Holdings of officers include shares allocated to their individual accounts in the Company's Employee Stock Ownership Plan, over which each officer exercises sole voting power and shared investment power. In accordance with the beneficial ownership regulations, the same shares of common stock may be included as beneficially owned by more than one individual or entity. The address for all beneficial owners is 1936 George Jenkins Boulevard, Lakeland, Florida 33801. (2) Includes 1,290,323 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 23,278,750 shares of common stock over which he exercises sole voting and investment power. Total shares beneficially owned include 1,290,323 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. The two family trusts for which Mark C. Hollis was Co-Trustee with Peoples Bank of Lakeland were terminated on August 29, 1995 and shares were distributed to the beneficiaries of the trusts. Therefore, certain shares which were the subject of the trusts are no longer reflected as beneficially owned by Mark C. Hollis. (5) Howard M. Jenkins has sole voting and sole investment power over 6,090,591 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 7,457,073 shares which are held indirectly. The Voting Trust Agreement for which Howard M. Jenkins was Voting Trustee was terminated on June 9, 1995; and therefore certain shares which were the subject of the Voting Trust are no longer reflected as beneficially owned by Howard M. Jenkins. (6) Tina P. Johnson is Trustee of the 401(k) Plan - Publix Stock Fund which is the record owner of 959,225 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 31,341,749 shares of common stock over which he has shared investment power. As Trustee, William H. Vass exercises sole voting power over 614,024 shares in the ESOT because such shares have not been allocated to participants' accounts. William H. Vass will vote ESOT shares as instructed by participants and all ESOT shares for which no instruction is received. (8) Includes 55,579,724 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 1996 Proxy Statement. PART IV Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K (a) Financial Statements and Schedule The financial statements and schedule listed in the accompanying Index to Financial Statements and Schedule are filed as part of this Annual Report on Form 10-K. (b) Reports on Form 8-K The Company filed a report on Form 8-K dated December 5, 1995, reporting the EEOC's filing of a Motion To Intervene and an Intervener's Complaint 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). By-laws of the Company are incorporated by reference to the exhibits to the Annual Report of the Company on Form 10-K, as amended, for the year ended December 26, 1987. 9. Voting Trust Agreement dated September 12, 1986, between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins and David F. Jenkins, is incorporated by reference to the exhibits to the Annual Report of the Company on Form 10-K for the year ended December 31, 1988. Amendment to Voting Trust Agreement dated September 12, 1986, between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins and David F. Jenkins, effective March 8, 1990, is incorporated by reference to the exhibits to the Annual Report of the Company on Form 10-K for the year ended December 30, 1989. Amendment to Voting Trust Agreement dated September 12, 1986, between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins and David F. Jenkins, effective June 14, 1991, is incorporated by reference to the exhibits to the Annual Report of the Company on Form 10-K for the year ended December 28, 1991. Amendment to Voting Trust Agreement dated September 12, 1986, between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins and David F. Jenkins, effective November 3, 1992, is incorporated by reference to the exhibits to the Annual Report of the Company on Form 10-K for the year ended December 26, 1992. Amendment to Voting Trust Agreement dated September 12, 1986, between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins and David F. Jenkins, effective February 26, 1993, is incorporated by reference to the exhibits to the Annual Report of the Company on Form 10-K for the year ended December 26, 1992. Amendment to Voting Trust Agreement dated September 12, 1986, between Howard M. Jenkins, Julia J. Fancelli, Nancy E. Jenkins and David F. Jenkins, effective March 1, 1994 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. 27. Financial Data Schedule for the year ended December 30, 1995. 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 15, 1996 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 15, 1996 - --------------------------- Howard M. Jenkins Vice Chairman of the /s/ Mark C. Hollis Board and Director March 15, 1996 - --------------------------- Mark C. Hollis Chairman of the Executive /s/ Charles H. Jenkins, Jr. Committee and Director March 15, 1996 - --------------------------- Charles H. Jenkins, Jr. /s/ W. Edwin Crenshaw President and Director March 15, 1996 - --------------------------- W. Edwin Crenshaw Executive Vice President and Director /s/ William H. Vass (Principal Financial Officer) March 15, 1996 - --------------------------- William H. Vass Executive Vice President /s/ Hoyt R. Barnett and Director March 15, 1996 - --------------------------- Hoyt R. Barnett Vice President, /s/ Tina P. Johnson Treasurer and Director March 15, 1996 - --------------------------- Tina P. Johnson Vice President and Controller /s/ David P. Phillips (Principal Accounting Officer) March 15, 1996 - --------------------------- David P. Phillips
PUBLIX SUPER MARKETS, INC. Index to Financial Statements and Schedule Independent Auditors' Report Financial Statements: Balance Sheets - December 30, 1995 and December 31, 1994 Statements of Earnings - Years ended December 30, 1995, December 31, 1994 and December 25, 1993 Statements of Stockholders' Equity - Years ended December 30, 1995, December 31, 1994 and December 25, 1993 Statements of Cash Flows - Years ended December 30, 1995, December 31, 1994 and December 25, 1993 Notes to Financial Statements The following supporting schedule of Publix Super Markets, Inc. for the years ended December 30, 1995, December 31, 1994 and December 25, 1993 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. INDEPENDENT AUDITORS' REPORT To the Stockholders of Publix Super Markets, Inc.: We have audited the financial statements of Publix Super Markets, Inc. (the "Company") as listed in the accompanying index. In connection with our audits of the financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Publix Super Markets, Inc. as of December 30, 1995 and December 31, 1994 and the results of its operations and its cash flows for each of the years in the three-year period ended December 30, 1995 in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. As discussed in note 1 of the notes to financial statements, the Company changed its methods of accounting for certain investments in debt and equity securities during 1994 and postretirement benefits and income taxes during 1993. KPMG PEAT MARWICK LLP Tampa, Florida February 28, 1996, except as to Note 8(c), which is as of March 12, 1996 PUBLIX SUPER MARKETS, INC. Balance Sheets December 30, 1995 and December 31, 1994
Assets 1995 1994 ------ ---- ---- (Amounts in thousands) Current assets: Cash and cash equivalents $ 276,700 188,885 Short-term investments 74,292 77,217 Trade receivables (principally due from suppliers) 44,492 40,849 Merchandise inventories 542,886 480,876 Deferred tax assets 36,475 28,320 Prepaid expenses 3,269 1,767 ---------- ---------- Total current assets 978,114 817,914 ---------- ---------- Long-term investments 119,412 124,494 Investment in joint ventures 4,888 5,036 Other noncurrent assets 4,203 5,149 Property, plant and equipment: Land 77,741 67,462 Buildings and improvements 547,647 477,203 Furniture, fixtures and equipment 1,599,133 1,420,663 Leasehold improvements 256,517 234,133 Construction in progress 59,167 122,499 ---------- ---------- 2,540,205 2,321,960 Less accumulated depreciation 1,087,457 972,217 ---------- ---------- Net property, plant and equipment 1,452,748 1,349,743 ---------- ---------- $2,559,365 2,302,336 ========== ==========
See accompanying notes to financial statements. PUBLIX SUPER MARKETS, INC. Balance Sheets December 30, 1995 and December 31, 1994
Liabilities and Stockholders' Equity 1995 1994 ------------------------------------ ---- ---- (Amounts in thousands) Current liabilities: Current installments of long-term debt $ 1,265 1,619 Accounts payable 500,399 442,939 Accrued expenses: Salaries and wages 41,276 33,880 Contribution to retirement plans 67,348 66,768 Self-insurance reserves 58,442 49,295 Other 75,496 60,713 ---------- ---------- Total accrued expenses 242,562 210,656 ---------- ---------- Federal and state income taxes 1,318 2,729 ---------- ---------- Total current liabilities 745,544 657,943 Long-term debt, excluding current installments 1,765 3,031 Deferred tax liabilities, net 103,707 78,168 Self-insurance reserves 60,435 59,710 Accrued postretirement benefit cost 33,197 30,330 ---------- ---------- Total liabilities 944,648 829,182 Stockholders' equity: Common stock of $1 par value. Authorized 300,000,000 shares; issued and outstanding 225,746,454 shares in 1995 and 231,585,497 shares in 1994 225,746 231,585 Additional paid-in capital 85,280 78,421 Reinvested earnings 1,303,287 1,165,128 ---------- ---------- 1,614,313 1,475,134 Unrealized gain (loss) on investment securities available-for-sale, net 404 (1,980) ---------- ---------- Total stockholders' equity 1,614,717 1,473,154 Commitments and contingencies ---------- ---------- $2,559,365 2,302,336 ========== ==========
See accompanying notes to financial statements. PUBLIX SUPER MARKETS, INC. Statements of Earnings Years ended December 30, 1995, December 31, 1994 and December 25, 1993
1995 1994 1993 ---- ---- ---- (Amounts in thousands, except per share amounts) Revenues: Sales $9,393,021 8,664,795 7,472,652 Other income, net 77,685 77,693 81,317 ---------- ---------- ---------- Total revenues 9,470,706 8,742,488 7,553,969 ---------- ---------- ---------- Costs and expenses: Cost of merchandise sold including store occupancy, warehousing and delivery expenses 7,268,985 6,712,752 5,834,608 Operating and administrative expenses 1,819,792 1,650,768 1,429,540 Interest expense 429 668 1,112 ---------- ---------- ---------- Total costs and expenses 9,089,206 8,364,188 7,265,260 ---------- ---------- ---------- Earnings before income tax expense and cumulative effect of changes in accounting principles 381,500 378,300 288,709 Income tax expense 139,359 139,733 104,898 ---------- ---------- ---------- Net earnings before cumulative effect of changes in accounting principles 242,141 238,567 183,811 Cumulative effect on prior years of changes in accounting principles --- --- (3,494) ---------- ---------- ---------- Net earnings $ 242,141 238,567 180,317 ========== ========== ========== Net earnings per common share before cumulative effect of changes in accounting principles $ 1.07 1.03 .78 Cumulative effect on prior years of changes in accounting principles --- --- (.02) ---------- ---------- ---------- Net earnings per common share, based on weighted average shares outstanding $ 1.07 1.03 .76 ========== ========= ==========
See accompanying notes to financial statements. PUBLIX SUPER MARKETS, INC. Statements of Stockholders' Equity Years ended December 30, 1995, December 31, 1994 and December 25, 1993
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) Balances at December 26, 1992 $237,864 71,003 859,224 --- --- 1,168,091 Net earnings for the year --- --- 180,317 --- --- 180,317 Cash dividends, $.08 per share --- --- (18,976) --- --- (18,976) Contribution of 3,297,684 shares to ESOT --- (849) --- 37,772 --- 36,923 6,563,903 shares acquired from stockholders --- --- --- (74,860) --- (74,860) Sale of 1,145,607 shares to stockholders 293 3,086 --- 13,135 --- 16,514 -------- ------ --------- ------- ------ --------- Balances at December 25, 1993 238,157 73,240 1,020,565 (23,953) --- 1,308,009 Net earnings for the year --- --- 238,567 --- --- 238,567 Cash dividends, $.09 per share --- --- (20,782) --- --- (20,782) Contribution of 3,306,417 shares to ESOT --- 5,181 --- 39,302 --- 44,483 9,255,992 shares acquired from stockholders --- --- --- (114,350) --- (114,350) Sale of 1,498,300 shares to stockholders --- --- --- 19,207 --- 19,207 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 ESOT --- 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 ======== ====== ========= ======= ====== =========
See accompanying notes to financial statements. PUBLIX SUPER MARKETS, INC. Statements of Cash Flows Years ended December 30, 1995, December 31, 1994 and December 25, 1993
1995 1994 1993 ---- ---- ---- (Amounts in thousands) Cash flows from operating activities: Cash received from customers $9,451,659 8,725,307 7,523,939 Cash paid to employees and suppliers (8,758,575) (8,102,577) (6,993,535) Dividends and interest received 21,649 17,344 16,323 Interest paid (432) (763) (1,112) Income taxes paid (124,884) (136,533) (93,583) Payment for self-insured claims (93,250) (80,044) (68,210) Other operating cash receipts 548 12,231 309 Other operating cash payments (8,376) (6,610) (4,303) ---------- --------- --------- Net cash provided by operating activities 488,339 428,355 379,828 ---------- --------- --------- Cash flows from investing activities: Payment for property, plant and equipment (256,629) (374,190) (320,167) Proceeds from sale of property, plant and equipment 3,559 1,500 4,750 Payment for investment securities - available-for-sale (AFS) (241,414) (207,051) --- Payment for investment securities - held-to-maturity (HTM) --- (14,735) --- Payment for investment securities --- --- (291,506) Proceeds from sale and maturity of investment securities - AFS 252,009 257,396 --- Proceeds from sale and maturity of investment securities - HTM --- 16,527 --- Proceeds from sale of investment securities --- --- 214,721 Investment in joint ventures 300 185 (656) Other, net 990 116 (2,174) --------- ---------- ---------- Net cash used in investing activities (241,185) (320,252) (395,032) --------- ---------- ---------- Cash flows from financing activities: Payment of long-term debt (1,620) (2,290) (1,950) Proceeds from sale of common stock 29,668 19,207 16,514 Payment for acquisition of common stock (162,137) (114,350) (74,860) Dividends paid (25,250) (20,782) (18,976) --------- --------- ---------- Net cash used in financing activities (159,339) (118,215) (79,272) --------- --------- ---------- Net increase (decrease) in cash and cash equivalents 87,815 (10,112) (94,476) Cash and cash equivalents at beginning of year 188,885 198,997 293,473 ---------- ---------- ---------- Cash and cash equivalents at end of year $ 276,700 188,885 198,997 ========== ========== ==========
See accompanying notes to financial statements. (Continued) PUBLIX SUPER MARKETS, INC. Statements of Cash Flows (Continued)
1995 1994 1993 ---- ---- ---- (Amounts in thousands) Reconciliation of Net Earnings to Net Cash Provided by Operating Activities Net earnings $242,141 238,567 180,317 Adjustments to reconcile net earnings to net cash provided by operating activities: Cumulative effect of changes in accounting principles, net of taxes --- --- 3,494 Depreciation and amortization 144,717 128,993 116,797 Contribution to ESOT 32,500 27,500 22,000 Deferred income taxes 15,886 12,981 1,462 (Gain) loss on sale of property, plant and equipment 5,891 3,672 (1,225) (Gain) loss on sale of investments (681) 3,234 (5,682) Self-insurance reserves in excess of current payments 9,872 9,553 21,906 Postretirement accruals in excess of current payments 2,867 3,865 1,858 Decrease in purchase allowances (3,358) (3,358) (3,358) Other, net 1,236 (1,201) (50) Changes in current assets and liabilities: (Increase) decrease in trade receivables (3,643) 3,528 (5,550) Increase in merchandise inventories (62,010) (76,274) (40,647) Increase in prepaid expenses (1,502) (36) (860) Increase in accounts payable and accrued expenses 105,834 82,855 83,698 Increase (decrease) in federal and state income taxes payable (1,411) (5,524) 5,668 --------- --------- --------- Total adjustments 246,198 189,788 199,511 --------- --------- --------- Net cash provided by operating activities $488,339 428,355 379,828 ========= ========= =========
See accompanying notes to financial statements. PUBLIX SUPER MARKETS, INC. Notes to Financial Statements December 30, 1995, December 31, 1994 and December 25, 1993 (1) Summary of Significant Accounting Policies (a) Definition of Fiscal Year The fiscal year ends on the last Saturday in December. Fiscal years 1995 and 1993 include 52 weeks. Fiscal year 1994 includes 53 weeks. (b) Cash Equivalents The Company considers all liquid investments with maturities of three months or less to be cash equivalents. (c) Investments At the beginning of fiscal year 1994, the Company adopted Financial Accounting Standard No. 115, "Accounting for Certain Investments in Debt and Equity Securities," for investments held as of, or acquired after, the beginning of fiscal 1994, without restating prior years' financial statements. The cumulative effect of adopting the Standard as of the beginning of fiscal 1994 is not material (note 7). (d) Investment in Joint Ventures The Company has invested in joint ventures to develop shopping centers. The investment in these joint ventures is accounted for using the equity method. (e) Inventories Inventories are valued at cost (principally the dollar value last-in, first-out method) including store inventories which are calculated by the retail method. (f) Property, Plant and Equipment and Depreciation Maintenance and repairs are charged to expense as incurred. Expenditures for renewals and betterments are capitalized. The gain or loss on traded items is applied to the asset accounts or reflected in income for disposed items. 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. (g) Postretirement Benefits At the beginning of fiscal year 1993, the Company adopted Financial Accounting Standard No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," without restating prior years' financial statements. This Standard required that an employer's obligation for postretirement benefits be fully accrued by the date the employees attain full eligibility to receive these benefits. The cumulative effect of the change in method of accounting for postretirement benefits has been reported in the 1993 statement of earnings (note 3). (Continued) PUBLIX SUPER MARKETS, INC. Notes to Financial Statements (h) Self-insurance Self-insurance reserves are established for health care, fleet liability, general liability and workers' compensation claims. These reserves are determined based on actual experience including, where necessary, actuarial studies. The Company has insurance coverage for losses in excess of varying amounts. (i) Income Taxes At the beginning of fiscal year 1993, the Company adopted Financial Accounting Standard No. 109, "Accounting for Income Taxes," without restating prior years' financial statements. This Standard required a change from the deferred method of accounting for income taxes of APB Opinion 11 to the asset and liability method of accounting for income taxes. The cumulative effect of the change in method of accounting for income taxes has been reported in the 1993 statement of earnings (note 5). (j) New Accounting Standard In March 1995, the Financial Accounting Standards Board issued Financial Accounting Standard No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," effective for fiscal years beginning after December 15, 1995. 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 identifiable intangibles to be disposed of be reported at the lower of carrying amount or fair value less costs to sell. The Company has historically reserved for losses related to the impairment of long-lived assets; therefore, the adoption of this Standard will not materially affect the Company's financial statements. (k) 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. (l) Reclassification Certain 1994 and 1993 amounts have been reclassified to conform with the 1995 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 $96,231,000, $90,276,000 and $83,741,000 as of December 30, 1995, December 31, 1994 and December 25, 1993, respectively. Also, net earnings would have increased by approximately $3,106,000 or $.01 per share in 1995 and increased by $3,408,000 or $.01 per share in 1994 and decreased $1,706,000 or less than $.01 per share in 1993. 2 (Continued) PUBLIX SUPER MARKETS, INC. Notes to Financial Statements (3) Postretirement Benefits The Company provides life insurance benefits for salaried and hourly full-time employees. Such employees retiring from the Company on or after attaining age 55 and having ten years of credited service are entitled to postretirement life insurance benefits. The Company funds the life insurance benefits on a pay- as-you-go basis. During 1995, 1994 and 1993 the Company made benefit payments to beneficiaries of retirees of approximately $1,311,000, $657,000 and $702,000, respectively. As discussed in Note 1, the Company adopted Standard 106 at the beginning of fiscal year 1993. The accumulated postretirement benefit obligation accrued was $24,607,000. The cumulative effect of this accounting change decreased net earnings by approximately $15,347,000 in fiscal 1993.
1995 1994 1993 (Amounts in thousands) Net postretirement benefit cost consists of the following components: Service cost attributed to service during the year $ 1,362 1,440 1,039 Interest cost on postretirement benefit obligation 2,815 2,405 2,052 Net amortization --- 145 --- ------- ----- ----- Net periodic postretirement benefit cost $ 4,177 3,990 3,091 ======= ===== =====
The following summarizes the reconciliation of the amounts recognized in the Company's balance sheets as of December 30, 1995 and December 31, 1994:
1995 1994 ---- ---- (Amounts in thousands) Accumulated postretirement benefit obligation: Retirees $13,820 12,105 Fully eligible active plan participants 10,951 9,032 Other active plan participants 17,979 12,041 ------- ------ Accumulated postretirement benefit obligation 42,750 33,178 Unrecognized net loss (9,553) (2,848) ------- ------ Accrued postretirement benefit cost $33,197 30,330 ======= ======
3 (Continued) PUBLIX SUPER MARKETS, INC. Notes to Financial Statements The following actuarial assumptions were used in the calculation of the year end accumulated postretirement benefit obligation:
1995 1994 1993 ---- ---- ---- Discount Rate 7.25% 8.25% 7.25% Salary Increase Rate 4.00% 4.00% 4.00%
The change in the discount rate from 7.25% to 8.25% in 1994 decreased the accumulated postretirement benefit obligation by $5,366,000. The change in the discount rate from 8.25% to 7.25% in 1995 increased the accumulated postretirement benefit obligation by $5,922,000 and is expected to increase annual postretirement benefit costs by $923,000 beginning in 1996. (4) Retirement Plans The Company has a trusteed, noncontributory profit sharing plan for the benefit of eligible employees. The amount of the Company's contribution to this plan is determined by the Board of Directors. The contribution cannot exceed 15% of compensation paid to participants. Contributions to this plan amounted to $44,941,000 in 1995, $44,564,000 in 1994 and $33,976,000 in 1993. 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 1995, 1994 and 1993, the Company contributed 2,000,000 shares of its common stock to the ESOT at an appraised value resulting in an expense to the Company of $32,500,000 in 1995, $27,500,000 in 1994 and $22,000,000 in 1993. During 1995, 1994 and 1993, the Board of Directors approved additional contributions to the ESOT of $22,444,000, $22,257,000 and $16,983,000, 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 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, will be in the form of common stock of the Company. 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. 4 (Continued) PUBLIX SUPER MARKETS, INC. Notes to Financial Statements (5) Income Taxes As discussed in Note 1, the Company adopted Standard 109 at the beginning of fiscal year 1993. The cumulative effect of this accounting change resulted in a reduction of deferred Federal and state income taxes and an increase in net earnings of approximately $11,853,000 in fiscal 1993. The provision for income taxes consists of the following:
Current Deferred Total ------- -------- ----- (Amounts in thousands) 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 ======== ======= ======= 1993: Federal $ 89,580 (340) 89,240 State 15,861 (203) 15,658 -------- ------- ------- $105,441 (543) 104,898 ======== ======= =======
The actual tax expense for 1995, 1994 and 1993 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:
1995 1994 1993 ---- ---- ---- (Amounts in thousands) Computed "expected" tax expense $133,525 132,405 101,048 State income taxes (net of Federal income tax benefit) 13,532 13,550 10,178 Tax exempt interest (5,530) (4,589) (5,065) Effect of change in tax rate on deferred tax assets/liabilities --- --- 970 Other, net (2,168) (1,633) (2,233) -------- ------- ------- $139,359 139,733 104,898 ======== ======= =======
5 (Continued) PUBLIX SUPER MARKETS, INC. Notes to Financial Statements The "Omnibus Budget Reconciliation Act of 1993" included various rule changes and increased the maximum corporate income tax rate from 34% to 35%, effective January 1, 1993. The impact of the new tax law increased the Company's 1993 income tax expense by $3,484,000. This included $2,514,000 attributable to the new tax rate on current income and $970,000 resulting from an adjustment of deferred tax balances. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities as of December 30, 1995 and December 31, 1994 are as follows:
1995 1994 ---- ---- (Amounts in thousands) Deferred tax assets: Self-insurance reserves $ 43,529 40,484 Postretirement benefit cost 12,806 11,700 Retirement plan contributions 9,133 --- Uniform inventory capitalization 5,216 6,348 Other 12,909 12,923 ---------- ------ Total deferred tax assets $ 83,593 71,455 ========== ====== Deferred tax liabilities: Difference in basis of property, plant and equipment, net $ 150,721 120,663 Other 104 640 ---------- ------- Total deferred tax liabilities $ 150,825 121,303 ========== =======
The Company expects the results of future operations to generate sufficient taxable income to allow utilization of deferred tax assets. (6) 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 30, 1995 and December 31, 1994 approximated their respective fair values. 6 (Continued) PUBLIX SUPER MARKETS, INC. Notes to Financial Statements (7) Investments Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at cost, adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in other income, net. The Company had no held-to-maturity securities as of December 30, 1995 and December 31, 1994. In the fourth quarter of 1994, the Company transferred $62,254,000 of securities from the held-to-maturity classification to the available- for-sale classification. This amount represented the amortized cost of the securities at the date of transfer. The fair value of these securities was $61,408,000 resulting in a net unrealized loss of $846,000. The change in classification was a result of a change in management's intent with respect to these securities. In order to have the flexibility to respond to changes in interest rates and to take advantage of changes in the availability of and the yield on alternative investments, management determined that the classification of these securities as available-for-sale was appropriate. 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 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 30, 1995 and December 31, 1994:
Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---- ----- ------ ----- (Amounts in thousands) 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 ======== ===== ===== ======= 1994: Tax-free bonds $185,042 53 2,101 182,994 Equity securities 19,805 334 1,509 18,630 -------- ----- ----- ------- $204,847 387 3,610 201,624 ======== ===== ===== =======
7 (Continued) PUBLIX SUPER MARKETS, INC. Notes to Financial Statements For the fiscal years ended December 30, 1995 and December 31, 1994, the realized gains on sales of available-for-sale securities totaled $887,000 and $1,562,000, respectively, and the realized losses totaled $663,000 and $4,751,000, respectively. The unrealized gains and losses on available-for-sale securities, net of applicable income taxes, included as a separate component of stockholders' equity was an unrealized gain of $404,000 at the end of 1995 and an unrealized loss of $1,980,000 at the end of 1994. The amortized cost and estimated fair value of debt and marketable equity securities classified as available-for-sale as of December 30, 1995 and December 31, 1994, by expected maturity, are as follows:
1995 1994 ---- ---- Amortized Fair Amortized Fair Cost Value Cost Value ---- ----- ---- ----- (Amounts in thousands) Due in one year or less $ 74,255 74,292 77,410 77,130 Due after one year through three years 39,809 40,077 65,873 64,700 Due after three years 55,302 55,814 41,759 41,164 -------- ------- ------- ------- 169,366 170,183 185,042 182,994 Equity securities 23,681 23,521 19,805 18,630 -------- ------- ------- ------- $193,047 193,704 204,847 201,624 ======== ======= ======= =======
As of December 31, 1994, the Company classified its one investment in common stock as a trading security. This investment had a cost of $198,000 and a fair value of $87,000. During 1995, the Company sold this security. The realized loss on this investment is included in the statement of earnings as a reduction of other income, net. (8) 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 30, 1995, December 31, 1994 and December 25, 1993, is as follows:
1995 1994 1993 ---- ---- ---- (Amounts in thousands) Minimum rentals $129,288 101,918 85,967 Contingent rentals 9,525 11,942 10,731 Sublease rental income (2,600) (2,364 (2,253) -------- ------- ------ $136,213 111,496 94,445 ======== ======= ======
8 (Continued) PUBLIX SUPER MARKETS, INC. Notes to Financial Statements As of December 30, 1995, future minimum lease payments for all noncancelable operating leases and related subleases are as follows:
Minimum Sublease Rental Rental Year Commitments Income Net ---- ----------- ------ --- (Amounts in thousands) 1996 $ 128,618 2,080 126,538 1997 127,661 1,820 125,841 1998 125,943 1,370 124,573 1999 124,587 902 123,685 2000 122,529 555 121,974 Thereafter 1,266,734 1,229 1,265,505 ---------- ----- --------- $1,896,072 7,956 1,888,116 ========== ===== =========
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 30, 1995 and are included in trade receivables. Rental income was approximately $9,443,000 in 1995, $8,624,000 in 1994 and $7,624,000 in 1993. The approximate amounts of minimum future rental payments to be received under operating leases are $6,823,000, $5,532,000, $4,186,000, $2,715,000 and $1,769,000 for the years 1996 through 2000, respectively, and $7,766,000 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 30, 1995 or December 31, 1994. The Company pays no fees related to these lines. (c) Litigation A notice of charge (the "Charge") was issued by the Equal Employment Opportunity Commission (the "EEOC") on March 22, 1992, In the Matter of: Kemp v. Publix Super Markets, Inc., Charge No. ###-##-####, 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 sex. The Charge was subsequently expanded to include allegations of race discrimination. 9 (Continued) PUBLIX SUPER MARKETS, INC. Notes to Financial Statements A purported class action was filed against the Company on July 19, 1995 in the Federal District Court for the Middle District of Florida, Tampa Division, Case No. 95-1162-Civ-T, by Melodee Shores and seven other present or former employees of the Company, individually and on behalf of all other persons similarly situated (the "Shores case"). Four additional named plaintiffs have been added to the suit. In their Complaint, the plaintiffs allege that the Company has and is currently 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 plaintiffs seek, among other relief, certification of the suit as a class action, a declaratory judgment that the Company's practices are unlawful, back pay and other compensatory damages, exemplary and punitive damages, and injunctive relief against future improper conduct. On March 12, 1996, the Court certified a class comprised of all female employees of the Company who from May 22, 1991 (Florida and South Carolina operations) or from October 19, 1991 (Georgia operations) to the date of trial have worked, are working or will work in the Company's retail operations. Expressly excluded are females who have worked only in the Company's pharmacy operations. In January 1996, the Court granted a motion filed by the EEOC to intervene in the Shores case, but limited the intervention to the issues raised by the original plaintiffs. Under its Intervenor's Complaint, the EEOC seeks to correct what it alleges to be the Company's unlawful employment practices on the basis of sex and requests that the Court, among other things, grant injunctive relief, order the Company to provide back pay and compensation for nonpecuniary losses resulting from the alleged unlawful practices and order the Company to pay punitive damages. Intervention by the EEOC in the Shores case does not end the EEOC's separate investigation under the EEOC Charge, at least with respect to allegations of race discrimination, allegations of discrimination against unsuccessful applicants and other matters not involved in the Shores case. The Charge covers such employment practices by the Company in the State of Florida as a whole. The Company denies the allegations contained in the EEOC Charge and in the complaint in the Shores case, and intends to continue to vigorously defend these matters. The Company is unable, at this time, to estimate with any degree of certainty the potential losses that might result from an adverse decision in these matters. Accordingly, no provision for any potential liability has been made in the Company's financial statements. 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. 10 Schedule II PUBLIX SUPER MARKETS, INC. Valuation and Qualifying Accounts Years ended December 30, 1995, December 31, 1994 and December 25, 1993 (Amounts in thousands)
Balance at Additions Deductions Balance at beginning charged to from end of Description of year income reserves year - ----------- ------- ------ -------- ---- 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 ========= ======= ====== ======= Year ended December 25, 1993 Reserves not deducted from assets: Self-insurance reserves: -Current $ 32,108 85,020 68,210 48,918 -Noncurrent 45,438 5,096 --- 50,534 --------- ------ ------ ------- $ 77,546 90,116 68,210 99,452 ========= ====== ====== =======
PUBLIX SUPER MARKETS, INC. Index to Exhibits EXHIBIT 9 Deed of Termination of Voting Trust Agreement EXHIBIT 27 Financial Data Schedule for the year ended December 30, 1995. EX-9 2 DEED OF TERMINATION EXHIBIT 9 DEED OF TERMINATION The undersigned is the Trustee of the voting trust certificates under a Voting Trust Agreement between and among Julia J. Fancelli, Howard M. Jenkins, Nancy E. Jenkins and David F. Jenkins dated September 12, 1986. Pursuant to authority granted to the undersigned by and in accordance with paragraph 14 of the Voting Trust Agreement, the undersigned hereby certifies that the Voting Trust Agreement is terminated effective upon the date this deed of termination is duly filed in the principal office of Publix Super Markets, Inc., in Lakeland, Florida. Signed in pressence of: /s/ Carolyn C. Day - ------------------------ Witness /s/ Ann P. Harman /s/ Howard M. Jenkins - ------------------------ --------------------------- Witness Howard M. Jenkins as Trustee (paragraph 14(1)) STATE OF FLORIDA COUNTY OF POLK The foregoing instrument was acknowledged before me by Howard M. Jenkins this 9th day of June, 1995. /s/ Ann P. Harman --------------------------- Notary Public Commission: Ann P. Harman Commission # CC 160184 Expires December 30, 1995 Bonded thru Troy Fain Insurance, Inc. EX-27 3
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENT OF PUBLIX SUPER MARKETS, INC. FOR THE YEAR ENDED DECEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000081061 PUBLIX SUPER MARKETS, INC. 1,000 U.S. DOLLARS YEAR DEC-30-1995 JAN-01-1995 DEC-30-1995 1 276,700 74,292 44,492 0 542,886 978,114 2,540,205 1,087,457 2,559,365 745,544 1,765 0 0 225,746 1,388,971 2,559,365 9,393,021 9,470,706 7,268,985 9,088,777 0 0 429 381,500 139,359 242,141 0 0 0 242,141 1.07 1.07
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