<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________.
Commission file number 0-981
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
PUBLIX SUPER MARKETS, INC.
1936 GEORGE JENKINS BOULEVARD
LAKELAND, FLORIDA 33815
<PAGE> 2
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Index to Financial Statements and Schedules
Independent Auditors' Report
Financial Statements:
Statement of Net Assets Available for Plan Benefits,
with Fund Information - December 31, 1998
Statement of Net Assets Available for Plan Benefits,
with Fund Information - December 31, 1997
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information - Year ended December 31, 1998
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information - Year ended December 31, 1997
Notes to Financial Statements
Schedules:
I. Item 27a. Schedule of Assets Held for Investment Purposes -
December 31, 1998
II. Item 27d. Schedule of Reportable Transactions - Year ended December 31,
1998
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator of the
Publix Super Markets, Inc.
401(k) SMART Plan:
We have audited the accompanying statements of net assets available for plan
benefits, with fund information, of the Publix Super Markets, Inc. 401(k) SMART
Plan (the "Plan") as of December 31, 1998 and 1997, and the related statements
of changes in net assets available for plan benefits, with fund information, for
the years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements 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 net assets available for plan benefits of the Plan as
of December 31, 1998 and 1997, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1998 and reportable transactions for
the year then ended are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules are the responsibility of the Plan's
management. The fund information in the statements of net assets available for
plan benefits and the statements of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and fund information
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
KPMG LLP
Tampa, Florida
June 11, 1999
<PAGE> 4
<TABLE>
<CAPTION>
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1998
Inter- Asset Allocation Fund Aggressive Publix Equity
Participant national ---------------------------------- Growth Stock Index
Assets Loans Fund Long-Term Medium-Term Short-Term Fund Fund Fund
------ ----- ---- --------- ----------- ---------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments $9,606,168 106,720 68,187 2,487,019 18,108 24,078,120 177,732,891 9,695,217
Employer Contribution
Receivable --- --- --- --- --- --- 11,484,147 ---
---------- ------- ------ --------- ------ ---------- ----------- ---------
Total Assets $9,606,168 106,720 68,187 2,487,019 18,108 24,078,120 189,217,038 9,695,217
========== ======= ====== ========= ====== ========== =========== =========
Net Assets Available
for Plan Benefits:
Active Participants $9,606,168 101,739 62,541 2,231,297 17,549 21,776,307 176,261,880 8,835,614
Non-active Participants --- 4,981 5,646 255,722 559 2,301,813 12,955,158 859,603
---------- ------- ------ --------- ------ ---------- ---------- ---------
$9,606,168 106,720 68,187 2,487,019 18,108 24,078,120 189,217,038 9,695,217
========== ======= ====== ========= ====== ========== =========== =========
Fixed
Income
Assets Fund Total
------ ---- -----
<S> <C> <C>
Investments 4,591,685 228,384,115
Employer Contribution
Receivable --- 11,484,147
--------- -----------
Total Assets 4,591,685 239,868,262
========= ===========
Net Assets Available
for Plan Benefits:
Active Participants 4,126,108 223,019,203
Non-active Participants 465,577 16,849,059
--------- -----------
4,591,685 239,868,262
========= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
<TABLE>
<CAPTION>
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1997
Aggressive Publix Equity Asset Fixed
Participant Growth Stock Index Allocation Income
Assets Loans Fund Fund Fund Fund Fund Total
------ ----- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Investments $3,918,720 18,533,845 86,294,264 7,052,359 2,233,635 3,531,654 121,564,477
Employer Contribution
Receivable --- --- 9,217,893 --- --- --- 9,217,893
---------- ---------- ---------- --------- --------- --------- -----------
Total Assets $3,918,720 18,533,845 95,512,157 7,052,359 2,233,635 3,531,654 130,782,370
========== ========== ========== ========= ========= ========= ===========
Net Assets Available
for Plan Benefits:
Active Participants $3,918,720 17,806,491 92,764,374 6,779,295 2,151,547 3,413,155 126,833,582
Non-active Participants --- 727,354 2,747,783 273,064 82,088 118,499 3,948,788
---------- ---------- ---------- --------- --------- --------- -----------
$3,918,720 18,533,845 95,512,157 7,052,359 2,233,635 3,531,654 130,782,370
========== ========== ========== ========= ========= ========= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
<TABLE>
<CAPTION>
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information
Year ended December 31, 1998
Asset Allocation Fund
Participant International ---------------------------------------------------------
Loans Fund Strategic Long-Term Medium-Term Short-Term
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employee .................. $ -- 29,020 465,411 31,935 435,584 8,393
Employer - Stock .......... -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Total Contributions ..... -- 29,020 465,411 31,935 435,584 8,393
------------ ------------ ------------ ------------ ------------ ------------
Investment Income:
Net Appreciation
(Depreciation) ........... -- (12,690) 197,362 4,921 35,363 97
Dividends ................. -- 6,068 29,253 -- -- --
Interest .................. -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
Total Investment Income . -- (6,622) 226,615 4,921 35,363 97
------------ ------------ ------------ ------------ ------------ ------------
Participant Loans ........... 5,687,448 (6,021) (36,383) 2,132 (26,541) (3)
------------ ------------ ------------ ------------ ------------ ------------
Total Increase in Plan
Assets ................ 5,687,448 16,377 655,643 38,988 444,406 8,487
------------ ------------ ------------ ------------ ------------ ------------
Distributions to Participants -- (60) (62,822) (1,106) (69,444) (23)
Interfund Transfers ......... -- 90,403 (2,826,456) 30,305 2,112,057 9,644
------------ ------------ ------------ ------------ ------------ ------------
Total Increase(Decrease)
in Plan Assets ........ -- 90,343 (2,889,278) 29,199 2,042,613 9,621
------------ ------------ ------------ ------------ ------------ ------------
Net Increase(Decrease) in ... 5,687,448 106,720 (2,233,635) 68,187 2,487,019 18,108
Plan Assets
Net Assets Available for
Plan Benefits:
Beginning of year ....... 3,918,720 -- 2,233,635 -- -- --
------------ ------------ ------------ ------------ ------------ ------------
End of year ............. $ 9,606,168 106,720 -- 68,187 2,487,019 18,108
============ ============ ============ ============ ============ ============
Aggressive Publix Equity Fixed
Growth Stock Index Income
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Contributions:
Employee .................. $ 7,197,897 27,332,392 2,837,026 1,763,034 40,100,692
Employer - Stock .......... -- 11,484,147 -- -- 11,484,147
----------- ------------ ------------ ------------ ------------
Total Contributions ..... 7,197,897 38,816,539 2,837,026 1,763,034 51,584,839
----------- ------------ ------------ ------------ ------------
Investment Income:
Net Appreciation
(Depreciation) ........... 4,224,133 54,899,858 2,160,681 256,667 61,766,392
Dividends ................. 1,777,999 659,556 -- -- 2,472,876
Interest .................. -- 217,806 -- -- 217,806
----------- ------------ ------------ ------------ ------------
Total Investment Income . 6,002,132 55,777,220 2,160,681 256,667 64,457,074
----------- ------------ ------------ ------------ ------------
Participant Loans ........... (874,106) (4,247,355) (375,090) (156,145) (32,064)
----------- ------------ ------------ ------------ ------------
Total Increase in Plan
Assets ................ 12,325,923 90,346,404 4,622,617 1,863,556 116,009,849
----------- ------------ ------------ ------------ ------------
Distributions to Participants (956,622) (5,220,767) (381,467) (231,646) (6,923,957)
Interfund Transfers ......... (5,825,026) 8,579,244 (1,598,292) (571,879) --
----------- ------------ ------------ ------------ ------------
Total Increase(Decrease)
in Plan Assets ........ (6,781,648) 3,358,477 (1,979,759) (803,525) (6,923,957)
----------- ------------ ------------ ------------ ------------
Net Increase(Decrease) in ... 5,544,275 93,704,881 2,642,858 1,060,031 109,085,892
Plan Assets
Net Assets Available for
Plan Benefits:
Beginning of year ....... 18,533,845 95,512,157 7,052,359 3,531,654 130,782,370
----------- ------------ ------------ ------------ ------------
End of year ............. $24,078,120 189,217,038 9,695,217 4,591,685 239,868,262
=========== ============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
<TABLE>
<CAPTION>
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information
Year ended December 31, 1997
Aggressive Publix Equity Asset Fixed
Participant Growth Stock Index Allocation Income
Loans Fund Fund Fund Fund Fund Total
----- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ --- 6,991,257 20,164,657 2,419,256 877,687 1,538,576 31,991,433
Employer - Stock --- --- 9,217,893 --- --- --- 9,217,893
---------- ---------- ---------- --------- --------- --------- -----------
Total Contributions --- 6,991,257 29,382,550 2,419,256 877,687 1,538,576 41,209,326
---------- ---------- ---------- --------- --------- --------- -----------
Investment Income:
Net Appreciation
(Depreciation) --- 1,249,073 26,289,331 1,477,743 (22,492) 176,027 29,169,682
Dividends --- 1,722,847 329,455 --- 282,482 --- 2,334,784
Interest --- --- 131,732 --- --- --- 131,732
---------- ---------- ---------- --------- --------- --------- -----------
Total Investment Income --- 2,971,920 26,750,518 1,477,743 259,990 176,027 31,636,198
---------- ---------- ---------- --------- --------- --------- -----------
Participant Loans 2,586,680 (583,040) (1,686,583) (200,986) (59,124) (95,631) (38,684)
---------- --------- ---------- --------- --------- --------- -----------
Total Increase in Plan
Assets 2,586,680 9,380,137 54,446,485 3,696,013 1,078,553 1,618,972 72,806,840
---------- ---------- ---------- --------- --------- --------- -----------
Distributions to Participants --- (787,045) (2,749,229) (278,139) (105,439) (179,312) (4,099,164)
Interfund Transfers --- (963,998) 1,528,273 (186,945) (161,862) (215,468) ---
---------- ---------- ---------- ---------- --------- --------- ------------
Total Decrease in Plan
Assets --- (1,751,043) (1,220,956) (465,084) (267,301) (394,780) (4,099,164)
---------- --------- ---------- --------- --------- --------- -----------
Net Increase in Plan Assets 2,586,680 7,629,094 53,225,529 3,230,929 811,252 1,224,192 68,707,676
Net Assets Available for
Plan Benefits:
Beginning of year 1,332,040 10,904,751 42,286,628 3,821,430 1,422,383 2,307,462 62,074,694
---------- ---------- ---------- --------- --------- --------- -----------
End of year $3,918,720 18,533,845 95,512,157 7,052,359 2,233,635 3,531,654 130,782,370
========== ========== ========== ========= ========= ========= ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE> 8
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(1) Description of Plan and Summary of Accounting Policies
------------------------------------------------------
The following description of the Publix Super Markets, Inc. 401(k)
SMART Plan (the "Plan") provides only general information. Participants
should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.
The Plan, which became effective January 1, 1995, is a defined
contribution plan subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). Employees of Publix Super
Markets, Inc. and its wholly owned subsidiary Publix Alabama, Inc. (the
"Company" or "Publix") who have attained the age of 19 and have
completed one year of service during which they are credited 1,000 or
more hours are eligible to participate in the Plan. The Plan year is a
calendar year.
(a) Contributions
-------------
During Plan years 1998 and 1997, employees could contribute up
to 6% of their annual compensation, not to exceed the maximum
limits established by Federal law. The Company may make a
discretionary annual matching contribution to eligible
participants of the Plan as determined by the Company's Board of
Directors. During 1998 and 1997, the Company's Board of
Directors approved a match of 50% of eligible contributions up
to 3% of eligible wages not to exceed a maximum match of $750
per employee. The match, determined as of the last day of the
Plan year, was in the form of common stock of the Company.
(b) Participant Accounts
--------------------
Two separate accounts are maintained for each participant, a
Savings Contribution Account and a Matching Contribution Account
(the "Accounts"). Plan earnings are allocated and credited to
the Accounts as of each valuation date. Each participant's share
of earnings is determined by the Plan Administrator on a
weighted average basis, so that each participant receives a
pro-rata share. Forfeitures of non-vested Company contributions
by separated or former participants are used to reduce future
Company matching contributions. Forfeitures, and earnings
thereon, totaled $285,840 and $160,521 for the years ended
December 31, 1998 and 1997, respectively.
(c) Vesting
-------
Participants are immediately vested in their contributions and
earnings thereon. Company matching contributions and earnings
thereon are 100% vested upon completing five years of credited
service, reaching age 60, disability or death. Matching
contributions cannot be withdrawn or distributed until vested.
(continued)
<PAGE> 9
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
(d) Loans to Participants
---------------------
All actively employed Plan participants with available account
balances may apply for a loan from their accounts. The minimum
amount a participant may borrow is $1,000. The maximum amount
that a participant may borrow is the lesser of: 1) 50% of the
balances in the participant's Savings Contribution Account and
vested Matching Contribution Account; or 2) $50,000 less the
participant's highest outstanding loan balance during the
previous twelve month period. However, the actual loan amount
cannot exceed the balance in the participant's Savings
Contribution Account. Participants may request one loan each
year and may only have one outstanding loan at a time. All legal
and administrative costs incurred as a result of a loan are paid
by the participant. The interest rate is determined by the
Primary Trustee as of the first day of each calendar quarter and
represents the prime lending rate charged by the Primary
Trustee. The interest rate on a loan is fixed for the term of
the loan.
A participant can choose repayment terms of up to five years.
Repayment of principal and interest are made through after tax
payroll deductions each pay period. Repayment of principal and
interest are credited to the participant's Savings Contribution
Account and reinvested according to the participant's current
investment options. Upon separation of employment all unpaid
principal and accrued interest on any loan outstanding is
immediately due and payable. Participants may repay a loan in
total at any time after the loan has been in effect for at least
one year.
(e) Termination of Plan
-------------------
The Company expects to continue the Plan indefinitely, but is
not contractually obligated to do so. The Company reserves the
right to amend or discontinue the Plan at any time. If the Plan
is ever terminated, participants will be fully vested in all
amounts credited to their accounts.
(f) Distribution of Benefits
------------------------
Upon reaching age 59 1/2, a participant who is actively employed
by the Company may elect to withdraw all or a portion of his/her
Savings Contribution Account and the vested portion of his/her
Matching Contribution Account. The minimum withdrawal amount is
$1,000 or the vested balance in the Accounts if less than
$1,000.
A participant who reaches age 70 1/2 may begin receiving a
distribution of benefits on or before April 1st of the calendar
year following the year in which the participant reaches age 70
1/2 or retires, whichever is later.
-2- (continued)
<PAGE> 10
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
Upon separation of employment with the Company, participants may
elect to receive full distribution of their Savings Contribution
Account and the vested portion of their Matching Contribution
Account balances as of the valuation date immediately preceding
or concurring with the date of separation. If the value of the
participant's vested Accounts is $3,500 or less, the participant
will receive an automatic distribution from the Plan no later
than 60 days after the end of the Plan year in which the
participant separates from employment. As of January 1, 1998,
the value of the participant's vested Accounts upon which the
participant will receive an automatic distribution as previously
described, increased from $3,500 or less to $5,000 or less. If
the value of the vested participant's Savings Contribution and
Matching Contribution Accounts exceeds $3,500 if separated from
service in 1997 and $5,000 if separated from service in 1998,
the participant may elect to defer distribution.
Payment of deferred distributions must be made no later than 60
days after the end of the Plan year in which the participant
reaches age 62.
(g) Basis of Accounting
-------------------
The accounts of the Plan are maintained on the accrual basis.
(h) Investments
-----------
The market value of Publix Super Markets,
Inc. common stock is determined by the Company's Board of
Directors based upon appraisals prepared by independent
appraisers. Guaranteed investment contracts are carried at
contract value, which approximates market value. The market value
of other investments is determined based upon quoted market
prices.
(i) Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles and ERISA requires the
Plan to make estimates and assumptions that affect the reported
amounts of net assets available for plan benefits and disclosure
of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of changes in net
assets available for plan benefits during the reporting period.
Actual results could differ from those estimates.
(j) Year 2000
---------
The Company is currently reviewing the Plan's computer systems
and applications, including those used by the third-party Plan
Administrator, for year 2000 issues. Based upon this review to
date, management does not anticipate significant operational
issues related to making the Plan's systems year 2000 compliant.
The financial impact of making required system changes is not
expected to be material.
-3- (continued)
<PAGE> 11
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
(2) Administration of the Plan
--------------------------
The Primary Trustee for the Plan, Chase Manhattan Bank, N.A., is
responsible for maintaining custody of the investment funds and other
assets in which the employee contributions are invested, excluding
Publix stock. The Publix Stock Fund Trustee, Tina P. Johnson, is
responsible for maintaining the Publix Stock Fund for participants.
Metropolitan Life Insurance Company serves as the third-party Plan
Administrator. The Plan administration costs are paid by Publix.
(3) Investments
-----------
The Plan consists of the following investment options:
(a) Aggressive Growth Fund
----------------------
This fund may consist of a portfolio invested primarily in
common stocks and other securities or investment opportunities
providing long-term capital appreciation. The fund can be
expected to experience wider variation in its value than the
other funds described herein.
The Company has selected the "Fidelity Contrafund," a mutual
fund, as the investment vehicle for the Aggressive Growth Fund.
This fund invests in the securities of U.S. and international
companies that are believed to be undervalued.
(b) Publix Stock Fund
-----------------
This fund includes two components: cash and Publix common stock.
Cash awaiting investment in Publix stock is invested in a
short-term fixed income funding vehicle. The cash component of
this fund includes employee contributions and loan repayments,
transfers from other investments to purchase Publix stock,
dividends earned on Publix stock and income earned on all of
these deposits. The cash component of this fund is used to
purchase Publix stock on specified purchase dates. The fund
provides an opportunity for long-term capital appreciation.
Because this fund is not diversified, it may experience wider
variation in value than the other funds described herein.
(c) Equity Index Fund
-----------------
This fund may consist of a portfolio invested primarily in
common stocks which, in the aggregate, are intended to mirror
the performance of the Standard & Poor's 500 Composite Stock
Price Index (S&P 500 Index), and/or a portfolio of comparable
investments. The fund is intended to provide for long-term
growth of capital, and secondarily for long-term growth of
income (or to provide a similar investment return). The fund may
experience wider variation in its value than the other funds
described herein.
The Company has selected the "MetLife Stock Market Index
Guarantee Account" as the investment vehicle for the Equity
Index Fund. It consists of most of the stocks of the S&P 500
Index.
-4- (continued
<PAGE> 12
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
(d) Asset Allocation Fund
---------------------
This fund is a growth and income fund which uses an asset
allocation approach. The fund may consist of common and
preferred stocks, governmental and corporate bonds, and other
securities or investment opportunities designed to provide for
both current income and capital appreciation. The fund can be
expected to experience wider variation in its value than the
Fixed Income Fund.
The Company selected the "State Street Research Strategic
Portfolios: Moderate" mutual fund as the investment vehicle for
the Asset Allocation Fund. This fund is actively managed and
represents a diversified mix of stocks and bonds. The fund may
vary investments based on economic and market conditions. During
1998, the Company made a decision to replace the "State Street
Research Strategic Portfolios: Moderate" mutual fund with three
MetLife/UAM TimeStyle Portfolios. These portfolios offer
diversification by automatically blending risk across different
types of investments. The assets in these portfolios will be
rebalanced periodically to ensure that the asset allocation is
consistent over time.
The Company has selected the following MetLife/UAM TimeStyle
Portfolios:
MetLife/UAM Extended Short-Term TimeStyle Portfolio
This portfolio seeks to provide capital preservation with
moderate growth and current income utilizing a conservative balanced approach.
This portfolio is expected to be approximately 40% invested in equities,
including exposure to global markets, 40% invested in U.S. investment- grade
bonds and 20% in short-term securities. This is an income oriented portfolio for
use by conservative investors seeking some growth of capital.
MetLife/UAM Medium-Term TimeStyle Portfolio
This portfolio seeks to provide growth of capital and a
moderate level of income by utilizing a moderate balanced approach. This
portfolio is expected to be approximately 60% invested in equities, including
exposure to global markets, and 40% invested in U.S. investment-grade bonds or
short-term securities. This is a growth and income portfolio for use by moderate
investors seeking growth of capital and some current income.
MetLife/UAM Long-Term TimeStyle Portfolio
This portfolio seeks to provide long-term growth of capital by utilizing an
aggressive balanced approach. This portfolio is expected to be approximately 80%
invested in equities, including exposure to global markets, and 20% invested in
U.S. investment-grade bonds. This is a growth portfolio for use by aggressive
investors.
-5- (continued)
<PAGE> 13
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
(e) Fixed Income Fund
-----------------
This fund may consist of a portfolio invested in commercial
paper, U.S. government or Federal agency obligations, short-term
corporate obligations, bank certificates of deposit, savings
accounts and/or comparable investments designed to provide
maximum protection of capital with a conservative rate of
return.
The Company has selected the "MetLife Guaranteed Fixed Income
Account" as the investment vehicle for the Fixed Income Fund. It
consists of one or more MetLife guaranteed interest contracts
(GICs), which are intended to provide the advantage of
intermediate-term rates with protection from potential
fluctuations in interest rates during the guarantee period. The
GIC rates as of December 31, 1998 and 1997, were 6.05% and
6.20%, respectively.
(f) International Fund
------------------
This fund seeks long-term capital growth by investing in stocks
and debt obligations of companies and governments outside the
United States. International investments contain additional
risks not associated with U.S. domestic issues. The fund can be
expected to experience wider variation in its value than the
other funds described herein.
The Company has selected the "Templeton Foreign Fund - Class A"
as the investment vehicle for the International Fund. This fund
is generally diversified across approximately 40 countries and
more than 30 different industries. This fund is designed for
long-term investors who seek growth of capital and can tolerate
the greater risks associated with investments in foreign
securities.
As of December 31, 1998, investments in the Fidelity ContraFund and the Publix
Stock Fund, each represented 5.0% or more of the Plan's net assets available for
plan benefits. As of December 31, 1997, investments in the Fidelity Contrafund,
Publix Stock Fund, and the MetLife Stock Market Index Guarantee Account each
represented 5.0% or more of the Plan's net assets available for plan benefits.
-6- (continued)
<PAGE> 14
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
(4) Reconciliation of Financial Statements to Form 5500
---------------------------------------------------
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
------------
1998 1997
---- ----
<S> <C> <C>
Net assets available for plan benefits
per the financial statements $239,868,262 $130,782,370
Amounts allocated to withdrawing participants (658,824) (378,627)
Excess contributions (99,066) (266,829)
------------ ------------
Net assets available for plan benefits
per the Form 5500 $239,110,372 $130,136,914
============ =============
</TABLE>
The following is a reconciliation of employee contributions and
distributions to participants per the financial statements to the Form
5500:
<TABLE>
Year ended
December 31, 1998
-----------------
<S> <C>
Employee Contributions
Per the financial statements $40,100,692
Less: Excess contributions for year
ended December 31, 1998 (99,066)
Add: Excess contributions for year
ended December 31, 1997 266,829
-----------
Per the Form 5500 $40,268,455
===========
Distributions to Participants
Per the financial statements $ 6,923,957
Add: Amounts allocated to withdrawing
participants at December 31, 1998 658,824
Less: Amounts allocated to withdrawing
participants at December 31, 1997 (378,627)
-----------
Per the Form 5500 $ 7,204,154
===========
</TABLE>
(5) Federal Income Tax
------------------
The Plan's design has been determined to be a qualified plan as
described in Sections 401(a) and 401(k) of the Internal Revenue Code
(the "Code"), as amended. As such, the Plan is exempt from Federal
income taxes under Section 501(a) of the Code. The Plan Administrator
believes that the Plan has been and is currently being operated in
compliance with applicable requirements of the Code.
-7-
Schedule I
<PAGE> 15
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Item 27a. Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
Number of Market
Name of Issuer and Title of Issue Shares Cost Value
- --------------------------------- --------- ------------- -----------
<S> <C> <C> <C>
Marketable:
International Fund
Templeton Foreign Fund --- $ 108,158 106,720
Asset Allocation Fund
MetLife/UAM TimeStyle Portfolios:
Long-Term TimeStyle Portfolio * --- 63,208 68,187
Medium-Term TimeStyle Portfolio * --- 2,431,634 2,487,019
Extended Short-Term TimeStyle
Portfolio * --- 17,641 18,108
Aggressive Growth Fund
Fidelity Contrafund --- 19,897,769 24,078,120
Equity Index Fund
MetLife Stock Market Index
Guarantee Account * --- 6,826,200 9,695,217
Fixed Income Fund
MetLife Guaranteed Fixed
Income Account * --- 4,591,685 4,591,685
Non-Marketable:
Publix Stock Fund
Common Stock of Publix Super
Markets, Inc. * 3,822,213 98,271,223 177,732,891
Participant Loans 9,606,168 9,606,168
------------ -----------
$141,813,686 228,384,115
============ ===========
</TABLE>
* Parties-in-interest
<PAGE> 16
Schedule II
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Item 27d. Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
Sales
----------------------------------
Asset Purchases Price Cost Gain
<S> <C> <C> <C> <C> >
Aggressive Growth Fund
Fidelity Contrafund $11,933,416 10,617,944 8,918,182 1,699,762
Publix Stock Fund
Common Stock of Publix
Super Markets, Inc. * $55,121,518 19,130,323 12,140,656 6,989,667
Money Market Fund $15,810,001 16,029,200 15,809,428 219,772
</TABLE>
* Party-in-interest
<PAGE> 17
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Publix Super Markets, Inc. 401(k)
SMART Plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
PUBLIX SUPER MARKETS, INC.
401(k) SMART PLAN
Date: June 30, 1999 By: /s/Tina P. Johnson
----------------------------------
Tina P. Johnson
Senior Vice President
and Trustee of the 401(k)
SMART Plan - Publix Stock
Fund
