PUBLIX SUPER MARKETS INC
10-Q, 1999-11-09
GROCERY STORES
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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 25, 1999
                                               ------------------


                                      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)



1936 George Jenkins Blvd.
Lakeland, Florida                                     33815
- ----------------------------------------   ----------------------------
(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 _______
    -------

The number of shares  outstanding of the  Registrant's  common stock,  $1.00 par
value, as of October 29, 1999 was 215,816,369.



                                      -1-


<PAGE>


                         PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
- -----------------------------
<TABLE>
<CAPTION>

                           PUBLIX SUPER MARKETS, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
               (Amounts are in thousands, except share amounts)

                                    ASSETS
                                          September 25, 1999  December 26, 1998
                                          ------------------  -----------------
                                                        (Unaudited)
<S>                                         <C>                <C>

Current Assets
- --------------
Cash and cash equivalents                    $  771,393         $  669,326
Short-term investments                           22,187              2,042
Trade receivables                                65,896             71,267
Merchandise inventories                         645,508            657,565
Deferred tax assets                              55,237             53,578
Prepaid expenses                                  5,145              1,889
                                             ----------         ----------

    Total Current Assets                      1,565,366          1,455,667
                                             ----------         ----------

Long-term investments                           390,655            385,571
Other noncurrent assets                          21,157             11,680
Property, plant and equipment                 3,173,474          2,991,868
Accumulated depreciation                     (1,212,098)        (1,227,527)
                                             ----------         ----------

         Total Assets                        $3,938,554         $3,617,259
                                             ==========         ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
- -------------------
Accounts payable                             $  601,936         $  615,753
Accrued contribution to retirement plans        168,340            146,107
Accrued salaries and wages                       86,420             53,013
Accrued self-insurance reserves                  77,576             61,413
Accrued nonrecurring charge                       1,854              2,219
Federal and state income taxes                   13,049              2,570
Other                                           119,650            107,207
                                             ----------         ----------

    Total Current Liabilities                 1,068,825            988,282
                                             ----------         ----------

Deferred tax liabilities, net                   128,665            123,821
Self-insurance reserves                          94,980             98,956
Accrued postretirement benefit cost              54,098             48,858
Other noncurrent liabilities                     23,406             29,710

Stockholders' Equity
- --------------------
Common stock of $1 par value.  Authorized
  300,000,000 shares;  issued 217,829,027
  shares at September 25, 1999 and 216,862,215
  shares at December 26, 1998                   217,829            216,862
Additional paid-in capital                      197,946            152,472
Reinvested earnings                           2,248,648          1,958,459
                                             ----------         ----------
                                              2,664,423          2,327,793
Less 1,952,677 treasury shares
  at September 25, 1999, at cost                (90,719)               ---

Accumulated other comprehensive earnings         (5,124)              (161)
                                             ----------         ----------

    Total Stockholders' Equity                2,568,580          2,327,632
                                             ----------         ----------

         Total Liabilities and Stockholders'
           Equity                            $3,938,554         $3,617,259
                                             ==========         ==========

</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                      -2-


<PAGE>
<TABLE>
<CAPTION>

                           PUBLIX SUPER MARKETS, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
          (Amounts are in thousands, except per share and share amounts)

                                                   Three Months Ended

                                          September 25, 1999  September 26, 1998
                                          ------------------  ------------------
                                                        (Unaudited)
<S>                                         <C>                 <C>

Revenues
- --------
Sales                                        $  3,155,851        $  2,932,792
Other income, net                                  35,243              28,794
                                             ------------        ------------

    Total revenues                              3,191,094           2,961,586
                                             ------------        ------------


Costs and expenses
- ------------------
Cost of merchandise sold, including store
  occupancy, warehousing and delivery
  expenses                                      2,356,079           2,199,616
Operating and administrative expenses             675,109             627,079
                                             ------------        ------------

    Total costs and expenses                    3,031,188           2,826,695
                                             ------------        ------------

Earnings before income tax expense                159,906             134,891

Income tax expense                                 56,538              47,360
                                             ------------        ------------

Net earnings                                 $    103,368        $     87,531
                                             ============        ============

Weighted average number of common
  shares outstanding                          216,335,129         217,133,830
                                             ============        ============

Basic earnings per common share              $        .48        $        .40
                                             ============        ============

Cash dividends per common share                     none                 none

</TABLE>
<TABLE>
<CAPTION>


       CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
                        (Amounts are in thousands)

                                                   Three Months Ended

                                          September 25, 1999  September 26, 1998
                                          ------------------  ------------------
                                                        (Unaudited)
<S>                                        <C>                  <C>

Net earnings                                 $   103,368         $     87,531

Other comprehensive earnings - unrealized
  loss on investment securities
  available-for-sale,  net of tax effect
  of  ($3,164)  and  ($2,161) in 1999 and
  1998, respectively                              (5,037)              (3,450)

Reclassification adjustment for net
  realized loss on investment
  securities available-for-sale, net
  of tax effect of $74 and $1,538 in
  1999 and 1998, respectively                        116                2,457
                                             ------------        ------------

Comprehensive earnings                       $    98,447         $     86,538
                                             ============        ============

</TABLE>


See accompanying notes to condensed consolidated financial statements.



                                      -3-


<PAGE>
<TABLE>
<CAPTION>

                           PUBLIX SUPER MARKETS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
         (Amounts are in thousands, except per share and share amounts)

                                                    Nine Months Ended

                                          September 25, 1999  September 26, 1998
                                          ------------------  ------------------
                                                        (Unaudited)
<S>                                         <C>                 <C>

Revenues
- --------
Sales                                        $  9,656,686        $  8,926,952
Other income, net                                 101,293              96,683
                                             ------------        ------------

    Total revenues                              9,757,979           9,023,635
                                             ------------        ------------


Costs and expenses
- ------------------
Cost of merchandise sold, including store
  occupancy, warehousing and delivery
  expenses                                      7,216,881           6,718,159
Operating and administrative expenses           2,013,839           1,845,425
                                             ------------        ------------

    Total costs and expenses                    9,230,720           8,563,584
                                             ------------        ------------

Earnings before income tax expense                527,259             460,051

Income tax expense                                189,224             165,102
                                             ------------        ------------

Net earnings                                 $    338,035        $    294,949
                                             ============        ============

Weighted average number of common
  shares outstanding                          216,336,294         217,586,570
                                             ============        ============

Basic earnings per common share              $       1.56        $       1.36
                                             ============        ============

Cash dividends per common share              $        .22        $        .20
                                             ============        ============
</TABLE>
<TABLE>
<CAPTION>



        CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
                         (Amounts are in thousands)

                                                   Nine Months Ended

                                         September 25, 1999  September 26, 1998
                                         ------------------  ------------------
                                                       (Unaudited)
<S>                                         <C>                <C>

Net earnings                                 $    338,035        $    294,949

Other comprehensive earnings - unrealized
  loss  on  investment  securities
  available-for-sale,  net of tax effect
  of  ($4,999)  and  ($1,932) in 1999 and
  1998, respectively                               (7,968)             (3,084)

Reclassification adjustment for net
  realized loss on investment
  securities available-for-sale, net
  of tax effect of $1,882 and $1,155 in
  1999 and 1998, respectively                       3,005               1,846
                                             ------------        ------------

Comprehensive earnings                       $    333,072        $    293,711
                                             ============        ============

</TABLE>



See accompanying notes to condensed consolidated financial statements.



                                      -4-

<PAGE>
<TABLE>
<CAPTION>


                          PUBLIX SUPER MARKETS, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Amounts are in thousands)


                                                      Nine Months Ended

                                          September 25, 1999  September 26, 1998
                                          ------------------  ------------------
                                                        (Unaudited)
<S>                                           <C>                 <C>

Cash Flows From Operating Activities
- ------------------------------------
Cash received from customers                   $9,726,691          $8,996,901
Cash paid to employees and suppliers           (8,835,343)         (8,204,380)
Income taxes paid                                (172,444)           (154,946)
Payment for self-insured claims                  (102,548)            (89,068)
Other, net                                         36,270              36,706
                                               ----------          ----------

   Net Cash Provided by Operating Activities      652,626             585,213
                                               ----------          ----------


Cash Flows From Investing Activities
- ------------------------------------
Payment for property, plant and equipment        (361,720)           (249,644)
Payment for investment securities -
  available-for-sale                             (153,629)           (163,324)
Proceeds from sale of investment securities -
  available-for-sale                              112,275             110,515
Other, net                                         (7,372)              4,085
                                               ----------          ----------

   Net Cash Used in Investing Activities         (410,446)           (298,368)
                                               ----------          ----------


Cash Flows From Financing Activities
- ------------------------------------
Proceeds from sale of common stock                209,708              87,742
Payment for acquisition of common stock          (301,844)           (166,662)
Dividends paid                                    (47,846)            (43,752)
Other, net                                           (131)               (131)
                                               ----------          ----------

   Net Cash Used in Financing Activities         (140,113)           (122,803)
                                               ----------          ----------


Net increase in cash and cash equivalents         102,067             164,042

Cash and cash equivalents at beginning of
  period                                          669,326             530,018
                                               ----------          ----------

Cash and cash equivalents at end of period     $  771,393          $  694,060
                                               ==========          ==========



</TABLE>





See accompanying notes to condensed consolidated financial statements.





                                      -5-


<PAGE>


                           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 1998 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 25, 1999 are not  necessarily
     indicative of the results for the entire 1999 fiscal year.

3.   The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  as of the date of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

4.   Certain 1998  amounts  have  been  reclassified   to conform with  the 1999
     presentation.

5.   In March 1998,  the  American  Institute of  Certified  Public  Accountants
     issued  Statement of Position 98-1,  "Accounting  for the Costs of Computer
     Software  Developed or Obtained for Internal Use," (SOP 98-1) effective for
     fiscal years beginning after December 15, 1998. SOP 98-1 provides  guidance
     on accounting for the costs of computer software  developed or obtained for
     internal use. This pronouncement identifies the characteristics of internal
     use software and provides guidance on new cost recognition principles.  The
     effect of SOP 98-1 on the Company's financial statements was not material.

6.   In April 1998,  the  American  Institute of  Certified  Public  Accountants
     issued  Statement  of Position  98-5,  "Reporting  on the Costs of Start-Up
     Activities," (SOP 98-5) effective for fiscal years beginning after December
     15, 1998.  SOP 98-5 requires that costs  incurred for start-up  activities,
     such  as  store  openings,  be  expensed  as  incurred.   The  Company  has
     historically   accounted  for  start-up   costs  in  accordance   with  the
     requirements of SOP 98-5,  therefore,  there was no effect on the Company's
     financial statements from the adoption of SOP 98-5.






                                      -6-

<PAGE>



                           PUBLIX SUPER MARKETS, INC.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- --------------

Liquidity and Capital Resources
- -------------------------------
       Operating  activities  continue  to be the  Company's  primary  source of
liquidity.  Net cash provided by operating  activities was approximately  $652.6
million in the nine months ended  September  25, 1999,  as compared  with $585.2
million in the nine months ended September 26, 1998.  Cash and cash  equivalents
totaled $771.4 million as of September 25, 1999, as compared with $694.1 million
as of September 26, 1998.

       Capital  expenditures  totaled  approximately  $361.7 million in the nine
months ended September 25, 1999. These  expenditures were primarily  incurred in
connection  with the opening of 24 new stores and  remodeling  or  expanding  61
stores.  Significant  expenditures  were also  incurred in the  purchase of nine
additional store sites from A & P in the greater Atlanta area. In addition,  the
Company  closed 12  stores.  The net impact of new and  closed  stores  (net new
stores)  added an  additional  .65 million  square feet in the nine months ended
September 25, 1999, a 2.5% increase.  Capital expenditures totaled approximately
$249.6 million in the nine months ended September 26, 1998.  These  expenditures
were  primarily  incurred  in  connection  with the opening of 24 new stores and
remodeling  or  expanding  of 26 stores.  In  addition,  the Company  closed six
stores.  Net new stores added an additional  .86 million square feet in the nine
months ended September 26, 1998, a 3.4% increase.

       Capital  expenditures for the remainder of 1999, primarily made up of new
store  and  warehouse  construction  and the  remodeling  or  expanding  of many
existing stores,  are expected to be approximately  $148.3 million.  The capital
program is subject to continuing  change and review.  The remaining 1999 capital
expenditures  are  expected  to be financed by  internally  generated  funds and
current liquid assets. In the normal course of operations,  the Company replaces
stores and closes  unprofitable  stores.  The impact of future store closings is
not expected to be material.

       Cash generated in excess of the amount needed for current  operations and
capital  expenditures  is  invested in  short-term  and  long-term  investments.
Management believes the Company's liquidity will continue to be strong.

Operating Results
- -----------------
       Sales  increased  7.6% in the third quarter of 1999 to $3.2  billion,  an
increase of $223.1 million  compared to the same quarter in 1998.  This reflects
an  increase  of $132.1  million or 4.5% in sales from stores that were open for
all of both quarters (comparable stores) and sales of $91.0 million or 3.1% from
net new stores since June 27, 1998.

       Sales increased 8.2% in the nine months ended September 25, 1999, to $9.7
billion,  an increase of $729.7 million over the nine months ended September 26,
1998.  This  reflects  an  increase  of  $446.7  million  or 5.0% in sales  from
comparable  stores and sales of $283.0 million or 3.2% from net new stores since
the beginning of 1998.

       Cost of  merchandise  sold including  store  occupancy,  warehousing  and
delivery expenses,  as a percentage of sales, was approximately  74.7% and 75.0%
in the quarters ended  September 25, 1999 and September 26, 1998,  respectively.
These cost of sales  percentages  were 74.7% and 75.3% for the nine months ended
September 25, 1999 and September 26, 1998,  respectively.  The decreases in cost
of  merchandise  sold,  as  a  percentage  of  sales,  are  due  to  buying  and
merchandising efficiencies.





                                      -7-

<PAGE>


       Operating and  administrative  expenses,  as a percentage of sales,  were
approximately  21.4% for the quarters ended September 25, 1999 and September 26,
1998. The operating and administrative  expenses, as a percentage of sales, were
20.9% and 20.7% for the nine months ended  September  25, 1999 and September 26,
1998,  respectively.  The significant components of operating and administrative
expenses are payroll costs, employee benefits and depreciation.

Year 2000
- ---------
       Year 2000 problems result from the use in computer  hardware and software
of two digits  rather  than four  digits to define  the  applicable  year.  When
computer  systems  must  process  dates both  before and after  January 1, 2000,
two-digit year "fields" may create processing  ambiguities that can cause errors
and system failures.  These errors or failures may have limited effects,  or the
effects may be widespread,  depending on the computer chip,  system or software,
and its location  and  function.  The effects of Year 2000  problems are further
complicated  because of the  interdependence of computer and  telecommunications
systems in the United  States and  throughout  the world.  This  interdependence
certainly  is true for the  Company and its  suppliers,  business  partners  and
customers.

       The  Company's  Board of  Directors  has been  briefed  about  Year  2000
problems generally and as they may affect the Company. The Company has adopted a
Year 2000 plan (the "Plan")  covering all of the Company's  business units.  The
aim of the Plan is to take steps to prevent the Company's processes and systems,
with emphasis on  mission-critical  functions,  from being  impaired due to Year
2000 problems.  "Mission-critical"  functions are those critical functions whose
loss would cause an immediate  stoppage of or  significant  impairment  to major
business  areas (a major  business  area is one of  material  importance  to the
Company's  business).  To oversee the Plan, the Company  established a Year 2000
Project  Office.  The Project  Office is staffed with  representatives  from the
Company's Information Systems Department, non-Information Systems business areas
and outside consultants. Additional consultants are used on an as needed basis.

       Under the Plan,  three main areas are addressed:  information  technology
(IT) systems;  non-IT systems (including  embedded chip technology);  and supply
chain and other third party business partner readiness.  The Plan called for the
Company to inventory its mission-critical computer hardware and software systems
and embedded chips (computer chips with date-related  functions,  contained in a
wide  variety of  devices);  assess the  effects  of Year 2000  problems  on the
Company's  business  units;  remedy  systems,  software and embedded chips in an
effort to avoid  material  disruptions  or other  material  adverse  effects  on
mission-critical  functions,  processes and systems; verify and test the systems
to which remediation efforts have been applied; and develop contingency plans to
cope with the mission-critical  consequences of Year 2000 problems that have not
been identified or remediated by that date.

       The Plan  recognizes  that the  computer,  telecommunications,  and other
systems ("Outside  Systems") of outside entities  ("Outside  Entities") have the
potential  for major,  mission-critical,  adverse  effects on the conduct of the
Company's business.  The Company does not have control of these Outside Entities
or Outside  Systems.  The Plan includes an ongoing  process of  identifying  and
contacting  Outside Entities whose systems have or may have a substantial effect
on the Company's ability to continue to conduct the mission-critical  aspects of
its business  without  disruption  from Year 2000  problems.  The Plan  includes
reasonable  efforts to  inventory  and assess the extent to which these  Outside
Systems  may  not be  "Year 2000  ready."   The  Company   will  continue to use
reasonable efforts to coordinate and cooperate with these Outside Entities in an
ongoing  effort  to  obtain   assurance  that  the  Outside   Systems  that  are
mission-critical will be Year 2000 ready before January 1, 2000.




                                      -8-

<PAGE>



       As of  October  1999,  the  Company  and  all  its  business  units  have
materially  completed  implementation  of the Plan. The Company believes that it
has substantially completed the identification,  remediation or replacement, and
validation of the Company's IT and non-IT systems that were identified as having
potential Year 2000 problems.  The Company further  believes that  substantially
all mission-critical IT and non-IT systems and equipment are Year 2000 ready.

       The  Company  anticipates  that  total  costs  for Year  2000  awareness,
inventory, assessment, analysis, conversion, testing, or contingency planning to
be $40.0 million. As of October 1999, approximately $36.5 million of this amount
has been  incurred.  The  incurred  costs  include  the  costs of all  equipment
upgrades,  software  modifications,  software  replacements,  employee  salaries
allocable to the Year 2000 efforts,  and consultant fees and expenses addressing
Year 2000 problems. The funds to pay for addressing Year 2000 problems are being
financed by internally  generated  funds and current  liquid  assets.  The costs
incurred to date to address Year 2000 problems have not had a material effect on
the  Company's   consolidated  financial  position  or  results  of  operations.
Furthermore,   the  Company  believes  that  any  additional  costs  related  to
addressing  remaining Year 2000 problems will not have a material  effect on the
Company's  consolidated  financial  position or results of operations.  Although
management believes that its estimates are reasonable, there can be no assurance
that the actual costs of implementing  the Plan will not differ  materially from
the  estimated  costs  or that the  Company  will  not be  materially  adversely
affected by Year 2000 problems.  Additionally,  Year 2000 costs are difficult to
estimate   accurately   because  of  unanticipated   vendor  delays,   technical
difficulties,  the  impact  of tests of  Outside  Systems  and  similar  events.
Furthermore,  the  estimated  costs of  implementing  the Plan do not take  into
account  the  costs,  if  any,  that  might  be  incurred  as a  result  of Year
2000-related  failures that occur despite the  Company's  implementation  of the
Plan.

       The  Company  cannot  assure  that  suppliers  upon which it depends  for
essential  goods and  services  will  convert  and test  their  mission-critical
systems and processes in a timely and effective  manner.  Failure or delay to do
so by all or some of these  entities,  including  U.S.  Federal,  state or local
governments,  could create  substantial  disruptions  having a material  adverse
effect on the Company's business.

       As part of the Plan,  the Company has  developed  contingency  plans that
deal with two aspects of Year 2000 problems:  (1) that the Company,  despite its
good-faith,  reasonable efforts,  may not have satisfactorily  remediated all of
its internal  mission-critical  systems; and (2) that Outside Systems may not be
Year 2000 ready,  despite the Company's  good-faith,  reasonable efforts to work
with Outside  Entities.  The Company's  contingency  plans have been designed to
minimize the  disruptions  or other  adverse  effects  resulting  from Year 2000
problems  regarding  these   mission-critical   functions  or  systems,  and  to
facilitate the early  identification  and remediation of  mission-critical  Year
2000 problems that first manifest themselves after January 1, 2000.

       Should  the  Company  or any  third  party  with whom the  Company  has a
significant business  relationship have a Year 2000 systems failure, the Company
believes  that  the most  significant  worst-case  impact  would  likely  be the
inability, with respect to a store or group of stores, to conduct operations due
to a power failure,  to timely deliver  inventory,  to receive certain  products
from vendors,  or to  electronically  process sales to the customer at the store
level.  The Company could also experience an inability by customers,  suppliers,
and others to pay, on a timely basis or at all, obligations owed to the Company.
Under these circumstances,  the adverse effect on the Company could be material,
although not  quantifiable  at this time.  The Company will  continue to monitor
business  conditions with the aim of assessing and quantifying  material adverse
effects, if any, that result or may result from Year 2000 problems.




                                      -9-
<PAGE>




       The Company has a Plan to deal with Year 2000  problems and believes that
it  has  achieved   substantial   Year  2000   readiness  with  respect  to  the
mission-critical  systems that it controls. From a forward-looking  perspective,
however,  the extent and magnitude of Year 2000 problems as they will affect the
Company, both before and for some period after January 1, 2000, are difficult to
predict or quantify.  Given this difficulty,  there can be no assurance that all
of the Company's  systems and all Outside Systems will be adequately  remediated
so that they are Year 2000 ready by January 1, 2000, or by some earlier date, so
as not to create a material  disruption to the Company's  business.  If, despite
the  Company's   reasonable   efforts  under  its  Year  2000  Plan,  there  are
mission-critical Year 2000 related failures that create substantial  disruptions
to the Company's business, the adverse impact on the Company's business could be
material.

Cautionary Note Regarding Forward-Looking Statements
- ----------------------------------------------------
       From time to time, information provided by the Company, including written
or oral  statements  made by its  representatives,  may contain  forward-looking
information  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 in this  document,  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 train employees,  ability to construct new
stores or complete  remodels as rapidly as planned,  stability of product costs,
and issues  arising  from  addressing  Year 2000 IT and non-IT  problems.  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.


                                      -10-

<PAGE>


                           PUBLIX SUPER MARKETS, INC.

                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings
- ---------------------------
       In the Company's  Form 10-K for the fiscal year ended  December 26, 1998,
the Company discussed the purported class action pending in the Federal District
Court for the Middle  District of Florida (the "Court") by Lemuel  Middleton and
15 other present or former employees of the Company,  individually and on behalf
of all other persons  similarly  situated (the "Middleton  case").  On March 22,
1999,  the Court  certified  a class of all black  employees  and  former  black
employees  of the  Company  who have  sought  to be  promoted  or who have  been
discharged from employment at the Company's retail stores in Florida since April
3, 1993,  and at retail stores in Georgia since January 14, 1995.  The certified
class excludes black  employees or former  employees who worked only in pharmacy
operations.  The Court denied the plaintiffs'  attempt to strike the demand that
the  Middleton  case be tried to a jury.  The Court also,  among  other  things,
granted the plaintiffs'  motion to drop all claims for compensatory and punitive
damages and to add a new plaintiff,  Charmaine Washington. The Court ordered the
parties to conduct  additional  discovery and submit  supplemental  briefings on
whether  Ms.  Washington  could  be a class  representative  for a  subclass  of
unsuccessful  black  applicants  for  employment  at Publix's  retail  stores in
Florida and Georgia. After that briefing was completed,  plaintiffs withdrew Ms.
Washington as a proposed class representative and she has since moved to dismiss
her  claims.  Plaintiffs  are  still  seeking  certification  of a  subclass  of
unsuccessful  black  applicants  and  have  put  forward  a new  proposed  class
representative,  Lydia Moultry.  The parties are waiting a ruling from the Court
regarding whether Ms. Moultry can join the case. Meanwhile, on July 26, 1999 the
Court set the case for trial by jury beginning January 2, 2001.

       Also in its Form 10-K for the year ended  December 26, 1998,  the Company
discussed the  purported  class action filed against the Company in the Court by
Charlene  Jones,  individually  and on  behalf of all  other  persons  similarly
situated (the "Jones  case").  In papers filed with the Court on April 16, 1999,
the plaintiff in the Jones case represented that she would not pursue a separate
class action on behalf of unsuccessful  female  applicants for employment in the
Company's  manufacturing  plants  and  distribution  centers  if her case is not
combined  with the  purported  class action filed against the Company by Shirley
Dyer and other  present or former  employees of the Company  (the "Dyer  case"),
which is also discussed in the Company's 1998 Form 10-K.

       On June 29, 1999,  another  purported  class action was filed against the
Company  in the  Court by Lisa  Lisenby,  individually  and on  behalf  of other
persons similarly situated (the "Lisenby case"). In her Complaint, the plaintiff
alleges  that the  Company  has  violated  and is  currently  violating  Federal
statutory law by  discriminating  against female applicants and employees in the
Company's  manufacturing plants and distribution centers. On September 10, 1999,
Ms. Lisenby moved to combine her case with the Dyer case.

       The Company  denies the  allegations  of the plaintiffs in the Middleton,
Dyer, Jones and Lisenby cases and is vigorously defending the actions.

       The  Company  is  also a  party  in  various  legal  claims  and  actions
considered  in the  normal  course of  business.  Management  believes  that the
ultimate  disposition  of these  matters will not have a material  effect on the
Company's liquidity, results of operations or financial condition.





                                      -11-

<PAGE>


Item 2.   Changes in Securities
- -------------------------------
      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
- ------------------
27. Financial Data Schedule for the nine months ended September 25, 1999.

Item 6(b) Reports on Form 8-K
- -----------------------------
     No reports on Form 8-K were filed during the nine months ended
     September 25, 1999.








                                  SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  in its  behalf by the
undersigned thereunto duly authorized.




                           PUBLIX SUPER MARKETS, INC.



Date:  November 5, 1999      /s/ S. Keith Billups
                             ---------------------------------------------
                             S. Keith Billups, Secretary





Date:  November 5, 1999      /s/ David P. Phillips
                             ---------------------------------------------
                             David P. Phillips, Chief Financial Officer
                             and Treasurer (Principal Financial and
                             Accounting Officer)





                                      -12-


<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
    This schedule contains summary financial information extracted from the
    financial statements for the nine months ended September 25, 1999, and is
    qualified in its entirety by reference to such financial statements.
</LEGEND>


<MULTIPLIER>                                   1,000
<CURRENCY>                                     US DOLLARS

<S>                                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-25-1999
<PERIOD-START>                                 DEC-27-1998
<PERIOD-END>                                   SEP-25-1999
<EXCHANGE-RATE>                                     1
<CASH>                                         771,393
<SECURITIES>                                    22,187
<RECEIVABLES>                                   65,896
<ALLOWANCES>                                         0
<INVENTORY>                                    645,508
<CURRENT-ASSETS>                             1,565,366
<PP&E>                                       3,173,474
<DEPRECIATION>                              (1,212,098)
<TOTAL-ASSETS>                               3,938,554
<CURRENT-LIABILITIES>                        1,068,825
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       217,829
<OTHER-SE>                                   2,446,594
<TOTAL-LIABILITY-AND-EQUITY>                 3,938,554
<SALES>                                      9,656,686
<TOTAL-REVENUES>                             9,757,979
<CGS>                                        7,216,881
<TOTAL-COSTS>                                9,230,720
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                527,259
<INCOME-TAX>                                   189,224
<INCOME-CONTINUING>                            338,035
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   338,035
<EPS-BASIC>                                     1.56
<EPS-DILUTED>                                     1.56



</TABLE>


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