PUBLIX SUPER MARKETS INC
10-Q/A, 2000-11-16
GROCERY STORES
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             UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                          Washington, D.C. 20549


                                FORM 10-Q/A



(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 for the quarterly period ended September 23, 2000
                                                        ------------------


                                     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 27, 2000 was approximately 206,488,705.








                              Page 1 of 8 pages


<PAGE>

                             EXPLANATORY NOTE


   The quarterly  report on Form 10-Q for the quarter  ended  September 23,
   2000 of Publix  Super  Markets,  Inc.  is hereby  amended  for Item 1 of
   Part 1. The Condensed  Consolidated  Statements of Earnings for the nine
   months ended  September 23, 2000  contained a  calculation  error in the
   weighted average number of common shares  outstanding.  This resulted in
   a change in the basic  earnings  per  common  share for the nine  months
   ended  September  23, 2000.  Item 1 of Part 1 of the  Registrant's  Form
   10-Q is hereby amended in its entirety as follows:



                                     -2-


<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 23, 2000   December 25, 1999
                                          ------------------   -----------------
                                                        (Unaudited)
<S>                                            <C>                 <C>

Current Assets
--------------
Cash and cash equivalents                       $  430,395          $  626,636
Short-term investments                              13,504              28,233
Trade receivables                                   66,695             107,185
Merchandise inventories                            739,708             769,454
Deferred tax assets                                 62,135              57,065
Prepaid expenses                                     6,656               2,442
                                                ----------          ----------

    Total Current Assets                         1,319,093           1,591,015
                                                ----------          ----------

Long-term investments                              419,701             398,865
Other noncurrent assets                             22,612              22,682
Property, plant and equipment                    3,559,987           3,307,387
Accumulated depreciation                        (1,299,632)         (1,252,217)
                                                ----------          ----------

         Total Assets                           $4,021,761          $4,067,732
                                                ==========          ==========


                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
-------------------
Accounts payable                                $  593,582          $  634,995
Accrued contribution to retirement plans           194,778             182,981
Accrued salaries and wages                          89,730              52,591
Accrued self-insurance reserves                     75,946              69,356
Federal and state income taxes                      22,532              32,496
Other                                              126,253             103,339
                                                ----------          ----------

    Total Current Liabilities                    1,102,821           1,075,758
                                                ----------          ----------

Deferred tax liabilities, net                      141,380             135,413
Self-insurance reserves                            110,373             100,154
Accrued postretirement benefit cost                 61,151              55,735
Other noncurrent liabilities                        19,701              24,528

Stockholders' Equity
--------------------
Common stock of $1 par value.  Authorized
  300,000,000 shares;  issued 215,914,742
  shares at September 23, 2000 and 215,567,950
  shares at December 25, 1999                      215,915             215,568
Additional paid-in capital                         211,972             196,352
Reinvested earnings                              2,597,996           2,271,323
                                                ----------          ----------
                                                 3,025,883           2,683,243
Less 9,518,028 treasury shares
  at September 23, 2000, at cost                  (434,254)                ---

Accumulated other comprehensive earnings            (5,294)             (7,099)
                                                ----------          ----------

    Total Stockholders' Equity                   2,586,335           2,676,144
                                                ----------          ----------

         Total Liabilities and Stockholders'
           Equity                               $4,021,761          $4,067,732
                                                ==========          ==========

</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)


                                                   Three Months Ended

                                           September 23, 2000 September 25, 1999
                                           ------------------ ------------------
                                                        (Unaudited)
<S>                                           <C>                <C>

Revenues
--------
Sales                                          $  3,465,265       $  3,155,851
Other income, net                                    37,377             35,243
                                               ------------       ------------

    Total revenues                                3,502,642          3,191,094
                                               ------------       ------------


Costs and expenses
------------------
Cost of merchandise sold, including store
  occupancy, warehousing and delivery
  expenses                                        2,565,679          2,356,079
Operating and administrative expenses               760,119            675,109
                                               ------------       ------------

    Total costs and expenses                      3,325,798          3,031,188
                                               ------------       ------------

Earnings before income tax expense                  176,844            159,906

Income tax expense                                   62,984             56,538
                                               ------------       ------------

Net earnings                                   $    113,860       $    103,368
                                               ============       ============

Weighted average number of common
  shares outstanding                            208,844,691        216,335,129
                                               ============       ============

Basic earnings per common share                $        .55       $        .48
                                               ============       ============

Cash dividends per common share                        none               none

</TABLE>
<TABLE>
<CAPTION>

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

                                                   Three Months Ended

                                           September 23, 2000 September 25, 1999
                                           ------------------ ------------------
                                                        (Unaudited)
<S>                                           <C>                <C>

Net earnings                                   $    113,860       $    103,368

Other comprehensive earnings - unrealized gain
  (loss) on investment securities
  available-for-sale, net of tax effect
  of $2,484 and ($3,164) in 2000 and 1999,
  respectively                                        3,955             (5,037)

Reclassification adjustment for net
  realized (gain) loss on investment
  securities available-for-sale, net
  of tax effect of ($119) and $74 in
  2000 and 1999, respectively                          (190)               116
                                               ------------       ------------

Comprehensive earnings                         $    117,625       $     98,447
                                               ============       ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                     -4-

<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 23, 2000 September 25, 1999
                                           ------------------ ------------------
                                                        (Unaudited)
<S>                                           <C>                <C>

Revenues
--------
Sales                                          $ 10,556,189       $  9,656,686
Other income, net                                   109,734            101,293
                                               ------------       ------------

    Total revenues                               10,665,923          9,757,979
                                               ------------       ------------


Costs and expenses
------------------
Cost of merchandise sold, including store
  occupancy, warehousing and delivery
  expenses                                        7,827,006          7,216,881
Operating and administrative expenses             2,239,580          2,013,839
                                               ------------       ------------

    Total costs and expenses                     10,066,586          9,230,720
                                               ------------       ------------

Earnings before income tax expense                  599,337            527,259

Income tax expense                                  214,848            189,224
                                               ------------       ------------

Net earnings                                   $    384,489       $    338,035
                                               ============       ============

Weighted average number of common
  shares outstanding                            211,659,151        216,336,294
                                               ============       ============

Basic earnings per common share                $       1.82       $       1.56
                                               ============       ============

Cash dividends per common share                $        .27       $        .22
                                               ============       ============
</TABLE>
<TABLE>
<CAPTION>

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

                                                     Nine Months Ended

                                           September 23, 2000 September 25, 1999
                                           ------------------ ------------------
                                                        (Unaudited)
<S>                                           <C>                <C>

Net earnings                                   $    384,489       $    338,035

Other comprehensive earnings - unrealized gain
  (loss) on investment securities
  available-for-sale, net of tax effect
  of $263 and ($4,999) in 2000 and 1999,
  respectively                                          419             (7,968)

Reclassification adjustment for net
  realized loss on investment
  securities available-for-sale, net
  of tax effect of $871 and $1,882 in
  2000 and 1999, respectively                         1,386              3,005
                                               ------------       ------------

Comprehensive earnings                         $    386,294       $    333,072
                                               ============       ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                     -5-

<PAGE>
<TABLE>
<CAPTION>

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


                                                      Nine Months Ended

                                           September 23, 2000 September 25, 1999
                                           ------------------ ------------------
                                                        (Unaudited)
<S>                                           <C>                <C>

Cash Flows From Operating Activities
------------------------------------
Cash received from customers                   $ 10,665,432       $  9,726,691
Cash paid to employees and suppliers             (9,547,528)        (8,835,343)
Income taxes paid                                  (225,048)          (172,444)
Payment for self-insured claims                    (108,778)          (102,548)
Other, net                                           37,916             36,270
                                               ------------       ------------

   Net Cash Provided by Operating Activities        821,994            652,626
                                               ------------       ------------


Cash Flows From Investing Activities
------------------------------------
Payment for property, plant and equipment          (386,842)          (361,720)
Payment for investment securities -
  available-for-sale                                (61,613)          (153,629)
Proceeds from sale of investment securities -
  available-for-sale                                 53,068            112,275
Other, net                                            3,142             (7,372)
                                               ------------       ------------

   Net Cash Used in Investing Activities           (392,245)          (410,446)
                                               ------------       ------------


Cash Flows From Financing Activities
------------------------------------
Proceeds from sale of common stock                   73,619            209,708
Payment for acquisition of common stock            (641,662)          (301,844)
Dividends paid                                      (57,816)           (47,846)
Other, net                                             (131)              (131)
                                               ------------       ------------

   Net Cash Used in Financing Activities           (625,990)          (140,113)
                                               ------------       ------------


Net (decrease) increase in cash and cash
  equivalents                                      (196,241)           102,067

Cash and cash equivalents at beginning of
  period                                            626,636            669,326
                                               ------------       ------------

Cash and cash equivalents at end of period     $    430,395       $    771,393
                                               ============       ============


</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                     -6-


<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 1999 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  23, 2000 are not
   necessarily indicative of the results for the entire 2000 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. In   June  1998,   the  Financial   Accounting  Standards  Board  issued
   Statement of Financial  Accounting  Standard  No. 133,  "Accounting  for
   Derivative  Instruments  and Hedging  Activities,"  (SFAS 133) effective
   for fiscal years  beginning  after June 15, 1999. SFAS 133 requires that
   derivatives  be carried at fair value and provides for hedge  accounting
   when  certain   conditions   are  met.  In  June  1999,   the  Financial
   Accounting  Standards  Board issued  Statement  of Financial  Accounting
   Standard No. 137,  "Accounting  for Derivative  Instruments  and Hedging
   Activities - Deferral of the Effective  Date of FASB  Statement No. 133"
   (SFAS 137) which  deferred  the  effective  date of adoption of SFAS 133
   for one year.  The Company  believes  that the adoption of SFAS 133 will
   not  have  an  adverse  effect  on the  Company's  financial  condition,
   results of operations or cash flows.

5. In December 1999, the  Securities and Exchange  Commission  issued Staff
   Accounting   Bulletin  No.  101,   "Revenue   Recognition  in  Financial
   Statements,"  (SAB  101).  SAB 101  summarizes  certain  of the  staff's
   views in applying  generally accepted  accounting  principles to revenue
   recognition  in  financial  statements.  This  SAB,  as  amended  by SAB
   No. 101A and No. 101B, is effective for the Company's  fourth quarter of
   fiscal year 2000.  The Company has  historically  recognized  revenue in
   accordance with the  requirements of SAB 101,  therefore,  there will be
   no effect on the Company's  financial  condition,  results of operations
   or cash flows from the adoption of SAB 101.




                                     -7-


<PAGE>


                                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 16, 2000     /s/ John A. Attaway Jr.
                             ------------------------------------------
                             John A. Attaway Jr., Secretary





Date:  November 16, 2000     /s/ David P. Phillips
                             ------------------------------------------
                             David P. Phillips, Chief Financial Officer
                             and Treasurer (Principal Financial and
                             Accounting Officer)



                                     -8-


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