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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
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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.
-2-
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.
-3-
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.
-4-
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)
-5-
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-