-----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, Tzu2X/4W/9+i1c1HxvPopLDNIWK3qBzqPkOCAd+4Ps6ZX9ayFQT6OzXIS0bjmXQ0 Rlp/UZe0XBmtwdt6O4UijA== 0000081061-03-000051.txt : 20031112 0000081061-03-000051.hdr.sgml : 20031111 20031112093851 ACCESSION NUMBER: 0000081061-03-000051 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20030927 FILED AS OF DATE: 20031112 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-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00981 FILM NUMBER: 03991046 BUSINESS ADDRESS: STREET 1: PO BOX 407 CITY: LAKELAND STATE: FL ZIP: 33802 BUSINESS PHONE: 8636881188 MAIL ADDRESS: STREET 1: PO BOX 407 CITY: LAKELAND STATE: FL ZIP: 33802 10-Q 1 q32003.txt FORM 10-Q, QUARTER ENDED 9/27/2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 27, 2003 ------------------ OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ____________ to ______________ Commission File Number 0-981 ---------------------------- PUBLIX SUPER MARKETS, INC. ----------------------------------------------------- (Exact name of Registrant as specified in its charter) Florida 59-0324412 - ------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3300 Airport Road Lakeland, Florida 33811 - --------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (863) 688-1188 -------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _______ -------- Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No _______ -------- The number of shares outstanding of the Registrant's common stock, $1.00 par value, as of October 31, 2003 was 179,858,186. Page 1 of 14 pages PART I. FINANCIAL INFORMATION Item 1. Financial Statements - -----------------------------
PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts are in thousands, except share amounts) ASSETS September 27, 2003 December 28, 2002 ------------------ ----------------- (Unaudited) Current Assets - -------------- Cash and cash equivalents $ 208,385 207,523 Short-term investments 10,612 6,713 Trade receivables 218,388 188,077 Merchandise inventories 915,189 922,243 Deferred tax assets 63,553 57,383 Prepaid expenses 15,472 4,263 ---------- ---------- Total Current Assets 1,431,599 1,386,202 ---------- ---------- Long-term investments 429,177 377,616 Other noncurrent assets 1,129 950 Property, plant and equipment 5,055,358 4,697,650 Less accumulated depreciation (1,899,582) (1,672,816) ---------- ---------- Net property, plant and equipment 3,155,776 3,024,834 ---------- ---------- Total Assets $5,017,681 4,789,602 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities - ------------------- Accounts payable $ 718,808 686,634 Accrued contribution to retirement plans 203,288 248,605 Accrued salaries and wages 113,607 63,906 Accrued self-insurance reserves 120,174 102,722 Federal and state income taxes 18,123 16,131 Other 240,959 172,186 ---------- ---------- Total Current Liabilities 1,414,959 1,290,184 ---------- ---------- Deferred tax liabilities, net 263,640 238,573 Self-insurance reserves 195,972 176,895 Accrued postretirement benefit cost 67,671 69,062 Other noncurrent liabilities 5,391 6,820 Stockholders' Equity - -------------------- Common stock of $1 par value. Authorized 300,000,000 shares; issued 190,958,556 shares at September 27, 2003 and 189,167,769 shares at December 28, 2002 190,959 189,168 Additional paid-in capital 494,001 421,019 Reinvested earnings 2,804,792 2,397,634 ---------- ---------- 3,489,752 3,007,821 Less 10,812,930 treasury shares at September 27, 2003, at cost (420,841) --- Accumulated other comprehensive earnings 1,137 247 ---------- ---------- Total Stockholders' Equity 3,070,048 3,008,068 ---------- ---------- Total Liabilities and Stockholders' Equity $5,017,681 4,789,602 ========== ========== See accompanying notes to condensed consolidated financial statements.
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except per share and share amounts) Three Months Ended September 27, 2003 September 28, 2002 ------------------ ------------------ (Unaudited) Revenues - -------- Sales $ 4,067,563 3,843,021 Other operating income 24,230 24,409 ------------ ----------- Total revenues 4,091,793 3,867,430 ------------ ----------- Costs and expenses - ------------------ Cost of merchandise sold, including certain store occupancy, warehousing and delivery expenses 2,975,277 2,805,615 Operating and administrative expenses 921,499 848,730 ------------ ----------- Total costs and expenses 3,896,776 3,654,345 ------------ ----------- Operating profit 195,017 213,085 ------------ ----------- Investment income, net 4,672 2,974 Other income, net 12,063 4,390 ------------ ----------- Earnings before income tax expense 211,752 220,449 Income tax expense 77,182 79,748 ------------ ----------- Net earnings $ 134,570 140,701 ============ =========== Weighted average number of common shares outstanding 182,101,228 193,667,154 ============ =========== Basic and diluted earnings per common share based on weighted average shares outstanding $ .74 .73 ============ =========== Cash dividends paid per common share none none
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Three Months Ended September 27, 2003 September 28, 2002 ------------------ ------------------ (Unaudited) Net earnings $ 134,570 140,701 Other comprehensive earnings Unrealized (loss) gain on investment securities available-for-sale, net of tax effect of ($3,880) and $296 in 2003 and 2002, respectively (6,179) 471 Reclassification adjustment for net realized (gain) loss on investment securities available-for-sale, net of tax effect of ($2) and $1,217 in 2003 and 2002, respectively (3) 1,938 ------------ ----------- Comprehensive earnings $ 128,388 143,110 ============ =========== See accompanying notes to condensed consolidated financial statements.
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Amounts are in thousands, except per share and share amounts) Nine Months Ended September 27, 2003 September 28, 2002 ------------------ ------------------ (Unaudited) Revenues - -------- Sales $ 12,495,856 11,861,012 Other operating income 73,368 71,133 ------------ ----------- Total revenues 12,569,224 11,932,145 ------------ ----------- Costs and expenses - ------------------ Cost of merchandise sold, including certain store occupancy, warehousing and delivery expenses 9,110,868 8,629,195 Operating and administrative expenses 2,730,860 2,572,623 ------------ ----------- Total costs and expenses 11,841,728 11,201,818 ------------ ----------- Operating profit 727,496 730,327 ------------ ----------- Investment income, net 15,574 11,739 Other income, net 23,043 15,224 ------------ ----------- Earnings before income tax expense 766,113 757,290 Income tax expense 282,925 279,971 ------------ ----------- Net earnings $ 483,188 477,319 ============ =========== Weighted average number of common shares outstanding 185,710,124 195,818,006 ============ =========== Basic and diluted earnings per common share based on weighted average shares outstanding $ 2.60 2.44 ============ =========== Cash dividends paid per common share $ .40 .33 ============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Amounts are in thousands) Nine Months Ended September 27, 2003 September 28, 2002 ------------------ ------------------ (Unaudited) Net earnings $ 483,188 477,319 Other comprehensive earnings Unrealized gain (loss) on investment securities available-for-sale, net of tax effect of $594 and ($882) in 2003 and 2002, respectively 946 (1,404) Reclassification adjustment for net realized (gain) loss on investment securities available-for-sale, net of tax effect of ($35) and $2,705 in 2003 and 2002, respectively (56) 4,307 ------------ ----------- Comprehensive earnings $ 484,078 480,222 ============ =========== See accompanying notes to condensed consolidated financial statements.
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts are in thousands) Nine Months Ended September 27, 2003 September 28, 2002 ------------------ ------------------ (Unaudited) Cash flows from operating activities - ------------------------------------ Cash received from customers $ 12,560,597 11,936,735 Cash paid to employees and suppliers (11,055,481) (10,534,293) Dividends and interest received 16,534 19,394 Income taxes paid (262,595) (242,799) Payment for self-insured claims (158,123) (145,825) Other operating cash receipts 722 692 Other operating cash payments (6,948) (7,613) ------------ ---------- Net cash provided by operating activities 1,094,706 1,026,291 ------------ ---------- Cash flows from investing activities - ------------------------------------ Payment for property, plant and equipment (442,007) (476,013) Proceeds from sale of property, plant and equipment 29,582 2,068 Payment for investment securities - available-for-sale (AFS) (266,306) (221,881) Proceeds from sale and maturity of investment securities - AFS 201,171 200,762 Net proceeds from joint ventures and other investments 10,164 16,678 Other, net (211) 29 ------------ ---------- Net cash used in investing activities (467,607) (478,357) ------------ ---------- Cash flows from financing activities - ------------------------------------ Proceeds from sale of common stock 48,199 59,652 Payment for acquisition of common stock (598,850) (481,538) Dividends paid (75,455) (65,439) Other, net (131) (131) ------------ ---------- Net cash used in financing activities (626,237) (487,456) ------------ ---------- Net increase in cash and cash equivalents 862 60,478 ------------ ---------- Cash and cash equivalents at beginning of period 207,523 211,296 ------------ ---------- Cash and cash equivalents at end of period $ 208,385 271,774 ============ ========== See accompanying notes to condensed consolidated financial statements. (Continued)
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PUBLIX SUPER MARKETS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Amounts are in thousands) Nine Months Ended September 27, 2003 September 28, 2002 ------------------ ------------------ (Unaudited) Reconciliation of net earnings to net cash provided by operating activities Net earnings $ 483,188 477,319 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 257,743 226,675 Retirement contributions payable in common stock 154,894 170,133 Deferred income taxes 18,338 38,614 Loss on sale of property, plant and equipment 23,772 15,712 (Gain) loss on sale of investments (91) 7,012 Self-insurance reserves in excess of current payments 36,529 26,594 Postretirement accruals less than current payments (1,391) (757) Decrease in advance purchase allowances (1,530) (5,041) Other, net 1,051 (930) Change in cash from: Trade receivables (30,311) (8,648) Merchandise inventories 7,054 (3,530) Prepaid expenses (11,209) (4,801) Accounts payable and accrued expenses 154,677 89,381 Federal and state income taxes 1,992 (1,442) ---------- --------- Total adjustments 611,518 548,972 ---------- --------- Net cash provided by operating activities $1,094,706 1,026,291 ========== ========= See accompanying notes to condensed consolidated financial statements.
-6- PUBLIX SUPER MARKETS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are necessary for the fair statement of results for the interim period. These condensed consolidated financial statements should be read in conjunction with the fiscal 2002 Form 10-K Annual Report of the Company. 2. Due to the seasonal nature of the Company's business, the results for the three months and nine months ended September 27, 2003 are not necessarily indicative of the results for the entire 2003 fiscal year. 3. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 4. In August 2003, the Company announced its decision to close its online grocery shopping service operated under its wholly owned subsidiary, PublixDirect, LLC, ("PublixDirect"). In September 2001, the online grocery shopping service began delivering orders to homes in South Florida from its fulfillment center located in Pompano Beach, Florida. The decision to close the online service resulted from a lack of growth in the demand for this service and ongoing losses from operations. The Company could not justify the continued investment in an operation that was not expected to become profitable in the foreseeable future. The Company expects most of the sales generated from this operation to transfer to its traditional supermarkets located in these market areas. As a result of the decision to close PublixDirect effective August 23, 2003, the Company recorded an expense of $30 million during the third quarter of 2003. The expense recorded represents approximately $17 million in asset impairments, $10 million in operating lease obligations and $3 million in remaining payroll obligations and other costs. The expense has been recognized in the Company's condensed consolidated statements of earnings and is included in operating and administrative expenses. The impact of the expense recorded on net earnings was approximately $18 million or $.10 per share for the three and nine month periods ended September 27, 2003. The accrued liabilities for the closure of PublixDirect are reflected in the Company's condensed consolidated balance sheet as of September 27, 2003, and are included in accrued salaries and wages and other current liabilities. 5. Certain 2002 amounts have been reclassified to conform with the 2003 presentation. -7- 6. In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 143, "Accounting for Asset Retirement Obligations," (SFAS 143) effective for fiscal years beginning after June 15, 2002. SFAS 143 addresses the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 requires the Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets. The Company would also record a corresponding asset which is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The adoption of SFAS 143 did not have a material effect on the Company's financial condition, results of operations or cash flows. 7. In July 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," (SFAS 146) effective for exit or disposal activities initiated after December 31, 2002. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized at fair value when the liability is incurred rather than at the date of a commitment to an exit or disposal plan. The adoption of SFAS 146 did not have a material effect on the Company's financial condition, results of operations or cash flows. 8. In November 2002, the Emerging Issues Task Force (EITF) issued EITF Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor," (EITF 02-16). EITF 02-16 provides guidance for the accounting for cash consideration given to a reseller from a vendor. The adoption of EITF No. 02-16 did not have a material effect on the Company's financial condition, results of operations or cash flows. 9. In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51" (FIN 46). FIN 46 addresses the consolidation of entities whose equity holders have either (a) not provided sufficient equity at risk to allow the entity to finance its own activities or (b) do not possess certain characteristics of a controlling financial interest. FIN 46 requires the consolidation of these entities, known as variable interest entities ("VIE's"), by the primary beneficiary of the entity. The primary beneficiary is the entity, if any, that is subject to a majority of the risk of loss from the VIE's activities, entitled to receive a majority of the VIE's residual returns, or both. FIN 46 applies immediately to variable interests in VIEs created or obtained after January 31, 2003. For any variable interests in a VIE created prior to February 1, 2003, FIN 46 becomes effective for the Company during the quarter ended December 27, 2003. The Company is currently evaluating its investments in joint ventures to determine the effect of adopting FIN 46. -8- PUBLIX SUPER MARKETS, INC. Item 2. Management's Discussion and Analysis of Financial Condition and - -------------------------------------------------------------------------------- Results of Operations - --------------------- Liquidity and Capital Resources - ------------------------------- Cash and cash equivalents and short-term and long-term investments totaled approximately $648.2 million at September 27, 2003, compared to $658.5 million at September 28, 2002. Net cash provided by operating activities was approximately $1,094.7 million for the nine months ended September 27, 2003, as compared with $1,026.3 million for the nine months ended September 28, 2002. Any net cash in excess of the amount needed for current operations is invested in short-term and long-term investments. Net cash used in investing activities was approximately $467.6 million for the nine months ended September 27, 2003, as compared with $478.4 million for the nine months ended September 28, 2002. The primary use of net cash in investing activities was funding capital expenditures. During the nine months ended September 27, 2003, capital expenditures totaled approximately $442.0 million. These expenditures were primarily incurred in connection with the opening of 49 new supermarkets and remodeling or expanding 63 supermarkets. In addition, the Company closed 14 supermarkets. The net impact of new and closed supermarkets (net new supermarkets) added an additional 2.0 million square feet in the nine months ended September 27, 2003, a 6.1% increase. Significant expenditures were also incurred in the expansion of warehouses and new or enhanced information technology applications. During the nine months ended September 28, 2002, capital expenditures totaled approximately $476.0 million. These expenditures were primarily incurred in connection with the opening of 44 new supermarkets and remodeling or expanding 65 supermarkets. In addition, the Company closed 14 supermarkets. Net new supermarkets added an additional 1.4 million square feet in the nine months ended September 28, 2002, a 4.6% increase. Significant expenditures were also incurred in the expansion of warehouses, office construction and new or enhanced information technology applications. Capital expenditures for the remainder of 2003, primarily made up of new supermarkets, remodeling and expanding certain existing supermarkets, expansion of warehouses and new or enhanced information technology applications, are expected to be approximately $158.0 million. This capital program is subject to continuing change and review. The remaining 2003 capital expenditures are expected to be financed by internally generated funds, liquid assets or the committed line of credit described below. In the normal course of operations, the Company replaces supermarkets and closes supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not expected to be material. Net cash used in financing activities was approximately $626.2 million for the nine months ended September 27, 2003, as compared with $487.5 million for the nine months ended September 28, 2002. The primary use of net cash in financing activities was funding net common stock repurchases. The Company currently repurchases common stock at the stockholders' request in accordance with the terms of the Company's Employee Stock Purchase Plan. Net common stock repurchases totaled approximately $550.7 million for the nine months ended September 27, 2003, as compared with $421.9 million for the nine months ended September 28, 2002. 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. -9- The Company paid a cash dividend on its common stock of $.40 per share or approximately $75.5 million on June 2, 2003 to stockholders of record as of the close of business April 1, 2003. In December 2002, the Company renewed an agreement for a committed line of credit totaling $100 million. This 364-day line of credit facility is available to fund liquidity requirements if necessary. The interest rate is based on LIBOR or prime. There were no amounts outstanding on this line of credit as of September 27, 2003. Based on the Company's financial position, it is expected that short-term and long-term borrowings would be readily available to support the Company's liquidity requirements if needed. Results of Operations - --------------------- Sales for the third quarter ended September 27, 2003, were $4.1 billion as compared with $3.8 billion in the same quarter in 2002, an increase of $224.5 million or a 5.8% increase. This reflects a decrease of approximately $11.5 million or .3% in comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets) and an increase of approximately $236.0 million or 6.1% from net new supermarkets since the beginning of the third quarter of 2002. Sales for the nine months ended September 27, 2003, were $12.5 billion as compared with $11.9 billion in the same period in 2002, an increase of $634.8 million or a 5.4% increase. This reflects a decrease of approximately $59.3 million or .5% in comparable store sales and an increase of approximately $694.1 million or 5.9% from net new supermarkets since the beginning of 2002. Cost of merchandise sold including certain store occupancy, warehousing and delivery expenses, as a percentage of sales, was approximately 73.1% and 73.0% for the three months ended September 27, 2003 and September 28, 2002, respectively. These cost of sales percentages were approximately 72.9% and 72.8% for the nine months ended September 27, 2003 and September 28, 2002, respectively. The small increase in cost of merchandise sold as a percentage of sales was primarily driven by an increase in store occupancy costs. Operating and administrative expenses, as a percentage of sales, were approximately 22.7% and 22.1% for the three months ended September 27, 2003 and September 28, 2002, respectively. The operating and administrative expenses, as a percentage of sales, were approximately 21.9% and 21.7% for the nine months ended September 27, 2003 and September 28, 2002, respectively. The increase in operating and administrative expenses during the three and nine month periods ended September 27, 2003 was primarily due to the closure of the Company's online grocery shopping service described below. In August 2003, the Company announced its decision to close its online grocery shopping service operated under its wholly owned subsidiary, PublixDirect, LLC, ("PublixDirect"). In September 2001, the online grocery shopping service began delivering orders to homes in South Florida from its fulfillment center located in Pompano Beach, Florida. The decision to close the online service resulted from a lack of growth in the demand for this service and ongoing losses from operations. The Company could not justify the continued investment in an operation that was not expected to become profitable in the foreseeable future. The Company expects most of the sales generated from this operation to transfer to its traditional supermarkets located in these market areas. -10- As a result of the decision to close PublixDirect effective August 23, 2003, the Company recorded an expense of $30 million during the third quarter of 2003. The expense recorded represents approximately $17 million in asset impairments, $10 million in operating lease obligations and $3 million in remaining payroll obligations and other costs. The expense has been recognized in the Company's condensed consolidated statements of earnings and is included in operating and administrative expenses. The impact of the expense recorded on net earnings was approximately $18 million or $.10 per share for the three and nine month periods ended September 27, 2003. The accrued liabilities for the closure of PublixDirect are reflected in the Company's condensed consolidated balance sheet as of September 27, 2003, and are included in accrued salaries and wages and other current liabilities. Net earnings were $134.6 million or $.74 per share and $140.7 million or $.73 per share for the three months ended September 27, 2003 and September 28, 2002, respectively. Net earnings were $483.2 or $2.60 per share and $477.3 million or $2.44 per share for the nine months ended September 27, 2003 and September 28, 2002, respectively. Cautionary Note Regarding Forward-Looking Statements - ---------------------------------------------------- From time to time, certain information provided by the Company, including written or oral statements made by its representatives, may contain forward-looking information as defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking information includes statements about the future performance of the Company, which is based on management's assumptions and beliefs in light of the information currently available to them. When used, the words "plan," "estimate," "project," "intend," "believe" and other similar expressions, as they relate to the Company, are intended to identify such forward-looking statements. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from those statements including, but not limited to: competitive practices and pricing in the food and drug industries generally and particularly in the Company's principal markets; changes in the general economy; changes in consumer spending; and other factors affecting the Company's business in or beyond the Company's control. These factors include changes in the rate of inflation, changes in state and Federal legislation or regulation, adverse determinations with respect to litigation or other claims, ability to recruit and retain employees, ability to construct new stores or complete remodels as rapidly as planned and stability of product costs. Other factors and assumptions not identified above could also cause the actual results to differ materially from those set forth in the forward-looking statements. The Company assumes no obligation to update publicly these forward-looking statements. -11- Item 3. Quantitative and Qualitative Disclosures About Market Risk - ------------------------------------------------------------------- The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. The Company does not consider to be material the potential losses in future earnings, fair values and cash flows from reasonably possible near-term changes in interest rates. Item 4. Controls and Procedures - -------------------------------- As of the end of the period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings. There have been no significant changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting. -12- PUBLIX SUPER MARKETS, INC. PART II. OTHER INFORMATION Item 1. Legal Proceedings - ---------------------------- As reported in the Company's Form 10-K for the year ended December 28, 2002, the Company is a party in various legal claims and actions considered in the normal course of business. In the opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Company's financial condition, results of operations or cash flows. Item 2. Changes in Securities and Use of Proceeds - ---------------------------------------------------- Not Applicable. Item 3. Defaults Upon Senior Securities - ------------------------------------------ Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders - -------------------------------------------------------------- Not Applicable. Item 5. Other Information - ---------------------------- Not Applicable. Item 6(a). Exhibits - ------------------- 10. Since the filing of the Company's Form 10-K for the year ended December 28, 2002, the Company has entered into an Indemnification Agreement with a new officer of the Company. The Indemnification Agreement is in the same form of Indemnification Agreement filed as an exhibit to the Company's Form 10-Q for the quarter ended March 31, 2001. Such subsequent indemnified officer is listed as follows: Randall T. Jones 21. Subsidiaries of the Registrant. 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Item 6(b). Reports on Form 8-K - ------------------------------ The Company filed a report on Form 8-K on August 22, 2003, pursuant to Item 5 ("Other Events and Regulation FD Disclosure"), announcing the decision to close PublixDirect, LLC as described in Part I, Item 2. The Company filed a report on Form 8-K on November 4, 2003, pursuant to Item 12 ("Results of Operations and Financial Condition"), attaching the Company's press release dated November 3, 2003. -13- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PUBLIX SUPER MARKETS, INC. Date: November 10, 2003 /s/ John A. Attaway, Jr. ------------------------------------------ John A. Attaway, Jr., Secretary Date: November 10, 2003 /s/ David P. Phillips ------------------------------------------ David P. Phillips, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) -14- EX-21 4 q32003ex21.txt EXHIBIT 21, SUBSIDIARIES OF REGISTRANT Exhibit 21 PUBLIX SUPER MARKETS, INC. Subsidiaries of the Registrant Publix Alabama, LLC (filed in Alabama) PublixDirect, LLC (filed in Florida) Publix Asset Management Company (filed in Florida) Publix Tennessee, LLC (filed in Florida) Real Sub, LLC (filed in Florida) Lone Palm Golf Club, LLC (filed in Florida) EX-31 5 q32003ex311.txt EX 31.1, CERTIFICATION - SECTION 302, CEO Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Certification - ------------- I, Charles H. Jenkins, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Publix Super Markets, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 10, 2003 /s/ Charles H. Jenkins, Jr. - --------------------------- Charles H. Jenkins, Jr. Chief Executive Officer EX-31 6 q32003ex312.txt EX 31.2, CERTIFICATION - SECTION 302, CFO Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Certification - ------------- I, David P. Phillips, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Publix Super Markets, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 10, 2003 /s/ David P. Phillips - ------------------------------------- David P. Phillips Chief Financial Officer and Treasurer EX-32 7 q32003ex321.txt EX 32.1, CERTIFICATION - SECTION 906, CEO Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Publix Super Markets, Inc. (the "Company") on Form 10-Q for the period ending September 27, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Charles H. Jenkins, Jr., Chief Executive Officer of the Company, certify, to the best of my knowledge, that on the date hereof: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Charles H. Jenkins, Jr. - --------------------------- Charles H. Jenkins, Jr. Chief Executive Officer November 10, 2003 A signed original of this written statement required by Section 906 has been provided to Publix Super Markets, Inc. and will be retained by Publix Super Markets, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. EX-32 8 q32003ex322.txt EX 32.2, CERTIFICATION - SECTION 906, CFO Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Publix Super Markets, Inc. (the "Company") on Form 10-Q for the period ending September 27, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David P. Phillips, Chief Financial Officer and Treasurer of the Company, certify, to the best of my knowledge, that on the date hereof: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ David P. Phillips - ------------------------------------- David P. Phillips Chief Financial Officer and Treasurer November 10, 2003 A signed original of this written statement required by Section 906 has been provided to Publix Super Markets, Inc. and will be retained by Publix Super Markets, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----