SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
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, 2002
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.
3300 AIRPORT ROAD
LAKELAND, FLORIDA 33811
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Index to Financial Statements and Schedule
Independent Auditors' Report
Financial Statements:
Statement of Net Assets Available for Plan Benefits, with Fund Information -
December 31, 2002
Statement of Net Assets Available for Plan Benefits, with Fund Information -
December 31, 2001
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information - Year ended December 31, 2002
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information - Year ended December 31, 2001
Notes to Financial Statements
Schedule:
Schedule of Assets (Held at End of Year) - December 31, 2002
INDEPENDENT AUDITORS' REPORT
----------------------------
The Administrative Committee
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 Publix Super Markets, Inc. 401(k) SMART Plan
(the "Plan") as of December 31, 2002 and 2001, 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 auditing standards generally accepted
in the United States of America. 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, 2002 and 2001, and the changes in net assets available for plan
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is 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 schedule is 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 schedule 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 12, 2003
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 2002
Aggressive/
Asset Allocation Funds Large Cap
International Small Cap ----------------------------------------- Growth Large Cap
Assets Fund Blend Fund Aggressive Moderate Conservative Fund Value Fund
------ ---- ---------- ---------- -------- ------------ ---- ----------
Investments, at fair value $2,353,422 2,802,361 2,563,778 5,352,196 1,814,203 30,953,247 2,704,346
Employer Contribution
Receivable --- --- --- --- --- --- ---
---------- --------- --------- --------- --------- ---------- ---------
Total Assets $2,353,422 2,802,361 2,563,778 5,352,196 1,814,203 30,953,247 2,704,346
========== ========= ========= ========= ========= ========== =========
Net Assets Available
for Plan Benefits:
Active Participants $2,204,927 2,618,087 2,360,086 4,979,628 1,714,557 28,173,958 2,583,500
Non-active Participants 148,495 184,274 203,692 372,568 99,646 2,779,289 120,846
---------- --------- --------- --------- --------- ---------- ---------
$2,353,422 2,802,361 2,563,778 5,352,196 1,814,203 30,953,247 2,704,346
========== ========= ========= ========= ========= ========== =========
See accompanying notes to financial statements. (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Statement of Net Assets Available for Plan Benefits, with Fund Information (Continued)
December 31, 2002
Equity Index/
S&P 500 Intermediate Fixed Publix
Index Term Bond Income Stock Participants'
Assets Fund Fund Fund Fund Loans Total
------ ---- ---- ---- ---- ----- -----
Investments, at fair value 15,047,119 12,294,208 24,827,259 269,685,685 24,104,701 $394,502,525
Employer Contribution
Receivable --- --- --- 15,401,530 --- 15,401,530
---------- ---------- ---------- ----------- ---------- ------------
Total Assets 15,047,119 12,294,208 24,827,259 285,087,215 24,104,701 $409,904,055
========== ========== ========== =========== ========== ============
Net Assets Available
for Plan Benefits:
Active Participants 13,873,868 11,336,911 22,862,686 257,458,895 24,104,701 $374,271,804
Non-active Participants 1,173,251 957,297 1,964,573 27,628,320 --- 35,632,251
---------- ---------- ---------- ----------- ---------- ------------
15,047,119 12,294,208 24,827,259 285,087,215 24,104,701 $409,904,055
========== ========== ========== =========== ========== ============
See accompanying notes to financial statements.
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 2001
Asset Allocation Funds Aggressive/
------------------------------------------ Large Cap
International Small Cap Long-Term/ Medium-Term/ Short-Term/ Growth Large Cap
Assets Fund Blend Fund Aggressive Moderate Conservative Fund Value Fund
------ ---- ---------- ---------- -------- ------------ ---- ----------
Investments, at fair value $2,423,888 565,681 1,812,345 4,642,213 921,131 36,832,957 1,040,656
Employer Contribution
Receivable --- --- --- --- --- --- ---
---------- ------- --------- --------- ------- ---------- ---------
Total Assets $2,423,888 565,681 1,812,345 4,642,213 921,131 36,832,957 1,040,656
========== ======= ========= ========= ======= ========== =========
Net Assets Available
for Plan Benefits:
Active Participants $2,335,072 551,564 1,705,489 4,435,043 892,467 34,380,197 1,019,530
Non-active Participants 88,816 14,117 106,856 207,170 28,664 2,452,760 21,126
---------- ------- --------- --------- ------- ---------- ---------
$2,423,888 565,681 1,812,345 4,642,213 921,131 36,832,957 1,040,656
========== ======= ========= ========= ======= ========== =========
See accompanying notes to financial statements. (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Statement of Net Assets Available for Plan Benefits, with Fund Information (Continued)
December 31, 2001
Equity Index/
S&P 500 Intermediate Fixed Publix
Index Term Bond Income Stock Participants'
Assets Fund Fund Fund Fund Loans Total
------ ---- ---- ---- ---- ----- -----
Investments, at fair value 15,540,042 2,630,952 13,856,287 258,771,543 23,625,283 $362,662,978
Employer Contribution
Receivable --- --- --- 15,075,699 --- 15,075,699
---------- --------- ---------- ----------- ---------- ------------
Total Assets 15,540,042 2,630,952 13,856,287 273,847,242 23,625,283 $377,738,677
========== ========= ========== =========== ========== ============
Net Assets Available
for Plan Benefits:
Active Participants 14,725,997 2,545,775 13,158,274 254,148,649 23,625,283 $353,523,340
Non-active Participants 814,045 85,177 698,013 19,698,593 --- 24,215,337
---------- --------- ---------- ----------- ---------- ------------
15,540,042 2,630,952 13,856,287 273,847,242 23,625,283 $377,738,677
========== ========= ========== =========== ========== ============
See accompanying notes to financial statements.
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, 2002
Aggressive/
Asset Allocation Funds Large Cap
International Small Cap -------------------------------------- Growth Large Cap
Fund Blend Fund Aggressive Moderate Conservative Fund Value Fund
---- ---------- ---------- -------- ------------ ---- ----------
Additions to Net Assets
Attributed to:
Contributions:
Participant $ 943,735 1,046,850 1,168,975 1,496,310 689,724 8,335,696 1,148,287
Employer - Stock --- --- --- --- --- --- ---
---------- --------- --------- --------- --------- ----------- ---------
Total Contributions 943,735 1,046,850 1,168,975 1,496,310 689,724 8,335,696 1,148,287
---------- --------- --------- --------- --------- ----------- ---------
Investment Income (Loss):
Net Appreciation (Depreciation)
in Fair Value of Investments (495,923) (612,710) (424,364) (416,308) 26,534 (10,024,131) (409,360)
Dividends --- --- --- --- --- --- 15,813
Interest --- --- --- --- --- --- ---
---------- --------- --------- --------- --------- ----------- ---------
Total Investment Income (Loss) (495,923) (612,710) (424,364) (416,308) 26,534 (10,024,131) (393,547)
---------- --------- --------- --------- --------- ----------- --------
Participants' Loans (97,627) (210,235) (203,996) (313,898) (228,538) (1,525,323) (124,587)
---------- --------- --------- --------- --------- ----------- --------
Total Additions (Deductions)
to Plan Assets 350,185 223,905 540,615 766,104 487,720 (3,213,758) 630,153
---------- --------- --------- --------- --------- ----------- --------
Deductions from Net Assets
Attributed to:
Distributions to Participants (142,446) (72,829) (151,110) (373,520) (112,794) (2,105,416) (95,242)
Interfund Transfers (278,205) 2,085,604 361,928 317,399 518,146 (560,536) 1,128,779
---------- --------- --------- --------- --------- ----------- ---------
Total Additions (Deductions)
to Plan Assets (420,651) 2,012,775 210,818 (56,121) 405,352 (2,665,952) 1,033,537
---------- --------- --------- --------- --------- ----------- ---------
Net Additions (Deductions)
to Plan Assets (70,466) 2,236,680 751,433 709,983 893,072 (5,879,710) 1,663,690
Net Assets Available for
Plan Benefits:
Beginning of year 2,423,888 565,681 1,812,345 4,642,213 921,131 36,832,957 1,040,656
---------- --------- --------- --------- --------- ----------- ---------
End of year $2,353,422 2,802,361 2,563,778 5,352,196 1,814,203 30,953,247 2,704,346
========== ========= ========= ========= ========= =========== =========
See accompanying notes to financial statements. (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information (Continued)
Year ended December 31, 2002
Equity Index/
S&P 500 Intermediate Fixed Publix
Index Term Bond Income Stock Participants'
Fund Fund Fund Fund Loans Total
---- ---- ---- ---- ----- -----
Additions to Net Assets
Attributed to:
Contributions:
Participant 4,520,013 2,617,758 4,835,713 45,193,149 --- $ 71,996,210
Employer - Stock --- --- --- 15,401,530 --- 15,401,530
---------- ---------- ---------- ----------- ---------- ------------
Total Contributions 4,520,013 2,617,758 4,835,713 60,594,679 --- 87,397,740
---------- ---------- ---------- ----------- ---------- ------------
Investment Income (Loss):
Net Appreciation (Depreciation)
in Fair Value of Investments (4,066,713) 22,486 948,717 (16,039,284) --- (31,491,056)
Dividends 191,034 655,147 --- 2,154,110 --- 3,016,104
Interest --- --- --- 166,482 --- 166,482
---------- ---------- ---------- ----------- ---------- ------------
Total Investment Income (Loss) (3,875,679) 677,633 948,717 (13,718,692) --- (28,308,470)
---------- ---------- ---------- ----------- ---------- ------------
Participants' Loans (799,451) (1,525,317) (5,304,658) 8,665,488 479,418 (1,188,724)
---------- ---------- ---------- ----------- ---------- ------------
Total Additions (Deductions)
to Plan Assets (155,117) 1,770,074 479,772 55,541,475 479,418 57,900,546
---------- ---------- ---------- ----------- ---------- ------------
Deductions from Net Assets
Attributed to:
Distributions to Participants (1,072,596) (513,150) (2,646,027) (18,450,038) --- (25,735,168)
Interfund Transfers 734,790 8,406,332 13,137,227 (25,851,464) --- ---
---------- ---------- ---------- ----------- ---------- ------------
Total Additions (Deductions)
to Plan Assets (337,806) 7,893,182 10,491,200 (44,301,502) --- (25,735,168)
---------- ---------- ---------- ----------- ---------- ------------
Net Additions (Deductions)
to Plan Assets (492,923) 9,663,256 10,970,972 11,239,973 479,418 32,165,378
Net Assets Available for
Plan Benefits:
Beginning of year 15,540,042 2,630,952 13,856,287 273,847,242 23,625,283 377,738,677
---------- ---------- ---------- ----------- ---------- ------------
End of year 15,047,119 12,294,208 24,827,259 285,087,215 24,104,701 $409,904,055
========== ========== ========== =========== ========== ============
See accompanying notes to financial statements.
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, 2001
Asset Allocation Fund Aggressive/
-------------------------------------- Large Cap
International Small Cap Long-Term/ Medium-Term/ Short-Term/ Growth Large Cap
Fund Blend Fund Aggressive Moderate Conservative Fund Value Fund
---- ---------- ---------- -------- ------------ ---- ----------
Additions to Net Assets
Attributed to:
Contributions:
Participant $ 946,851 81,283 903,720 1,277,022 421,060 9,353,165 168,032
Employer - Stock --- --- --- --- --- --- ---
---------- ------- --------- --------- ------- ----------- ---------
Total Contributions 946,851 81,283 903,720 1,277,022 421,060 9,353,165 168,032
---------- ------- --------- --------- ------- ----------- ---------
Investment Income (Loss):
Net Appreciation (Depreciation)
in Fair Value of Investments (189,009) 35,641 (123,380) (131,308) 15,055 (6,258,851) 49,335
Dividends --- --- --- --- --- --- 1,079
Interest 78 --- 75 106 36 760 ---
---------- ------- --------- --------- ------- ----------- ---------
Total Investment Income (Loss) (188,931) 35,641 (123,305) (131,202) 15,091 (6,258,091) 50,414
---------- ------- --------- --------- ------- ----------- ---------
Participants' Loans (22,589) 5,244 (57,503) (79,543) (14,114) (459,506) (39,849)
---------- ------- --------- --------- ------- ----------- ---------
Total Additions to Plan Assets 735,331 122,168 722,912 1,066,277 422,037 2,635,568 178,597
---------- ------- --------- --------- ------- ----------- ---------
Deductions from Net Assets
Attributed to:
Distributions to Participants (148,380) (8,778) (89,191) (299,974) (57,901) (2,126,819) (14,085)
Interfund Transfers (697,381) 452,291 (183,756) (300,957) 2,368 (9,707,884) 876,144
---------- ------- --------- --------- ------- ----------- ---------
Total Additions (Deductions)
to Plan Assets (845,761) 443,513 (272,947) (600,931) (55,533) (11,834,703) 862,059
---------- ------- --------- --------- ------- ----------- ---------
Net Additions (Deductions)
to Plan Assets (110,430) 565,681 449,965 465,346 366,504 (9,199,135) 1,040,656
Net Assets Available for
Plan Benefits:
Beginning of year 2,534,318 --- 1,362,380 4,176,867 554,627 46,032,092 ---
---------- ------- --------- --------- ------- ----------- ---------
End of year $2,423,888 565,681 1,812,345 4,642,213 921,131 36,832,957 1,040,656
========== ======= ========= ========= ======= =========== =========
See accompanying notes to financial statements. (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information (Continued)
Year ended December 31, 2001
Equity Index/
S&P 500 Intermediate Fixed Publix
Index Term Bond Income Stock Participants'
Fund Fund Fund Fund Loans Total
---- ---- ---- ---- ----- -----
Additions to Net Assets
Attributed to:
Contributions:
Participant 4,114,026 346,992 3,117,643 45,549,119 --- $ 66,278,913
Employer - Stock --- --- --- 15,075,699 --- 15,075,699
---------- --------- ---------- ----------- ---------- ------------
Total Contributions 4,114,026 346,992 3,117,643 60,624,818 --- 81,354,612
---------- --------- ---------- ----------- ---------- ------------
Investment Income (Loss):
Net Appreciation (Depreciation)
in Fair Value of Investments (1,937,057) (135,513) 871,794 (43,438,880) --- (51,242,173)
Dividends 116,595 103,002 --- 1,779,673 --- 2,000,349
Interest 340 --- 247 310,750 --- 312,392
---------- -------- ---------- ----------- ---------- ------------
Total Investment Income (Loss) (1,820,122) (32,511) 872,041 (41,348,457) --- (48,929,432)
---------- --------- ---------- ----------- ---------- ------------
Participants' Loans (271,748) (213,815) (1,226,218) 1,569,853 394,559 (415,229)
---------- --------- ---------- ----------- ---------- ------------
Total Additions to Plan Assets 2,022,156 100,666 2,763,466 20,846,214 394,559 32,009,951
---------- --------- ---------- ----------- ---------- ------------
Deductions from Net Assets
Attributed to:
Distributions to Participants (783,220) (27,933) (1,366,906) (12,053,756) --- (16,976,943)
Interfund Transfers (1,608,521) 2,558,219 2,234,720 6,374,757 --- ---
---------- --------- ---------- ----------- ---------- ------------
Total Additions (Deductions)
to Plan Assets (2,391,741) 2,530,286 867,814 (5,678,999) --- (16,976,943)
---------- --------- ---------- ----------- ---------- ------------
Net Additions (Deductions)
to Plan Assets (369,585) 2,630,952 3,631,280 15,167,215 394,559 15,033,008
Net Assets Available for
Plan Benefits:
Beginning of year 15,909,627 --- 10,225,007 258,680,027 23,230,724 362,705,669
---------- --------- ---------- ----------- ---------- ------------
End of year 15,540,042 2,630,952 13,856,287 273,847,242 23,625,283 $377,738,677
========== ========= ========== =========== ========== ============
See accompanying notes to financial statements.
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(1) Description of Plan and Summary of Accounting Policies
------------------------------------------------------
The following brief description of the Publix Super Markets, Inc. 401(k)
SMART Plan (the "Plan") provides only general information. Participants
should refer to the Plan document or the summary plan description for a
complete description of the Plan provisions.
The Plan, which became effective January 1, 1995, is a voluntary defined
contribution plan subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). The Plan was amended on
November 19, 2002 to reflect certain provisions of the Economic Growth and
Tax Relief Reconciliation Act of 2001 and certain other changes with
various effective dates. The Plan was also amended and restated as of July
1, 2001 to include, among other changes, revised eligibility requirements
to participate in the Plan, modifications to the loan provisions, a
provision for participants to transfer matching contributions and earnings
thereon from the Publix Stock Fund to one of the other investment fund
options, the addition of a bond fund as a designated investment and GUST
remediations as required under various governmental acts.
Employees of Publix Super Markets, Inc. and its wholly owned subsidiaries,
Publix Alabama, LLC, PublixDirect, LLC and Publix Asset Management Company
(the "Company" or "Publix") are eligible to participate in the Plan six
months after their hire date, if they are at least 18 years of age. The
Plan year is a calendar year.
(a) Contributions
-------------
During the Plan year 2002, eligible employees could contribute up to
10% of their annual eligible compensation (8% prior to January 1,
2002), subject to the maximum contribution limits established by
Federal law. Participants may invest their contributions and the
earnings thereon among eleven investment fund options offered under
the Plan. 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 2002 and 2001, 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, which is determined as of the last day of the
Plan year and paid in the subsequent Plan year, was in the form of
common stock of Publix Super Markets, Inc. Participants may request a
transfer of the match and earnings thereon from the Publix Stock Fund
to one of the other investment fund options, which is processed by the
Plan Administrator on the next valuation effective date for the common
stock of Publix Super Markets, Inc.
(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
and of Accounts of separated or former participants or beneficiaries
that cannot be located after two years are used to reduce future
Company matching contributions. Forfeitures, and earnings thereon,
totaled $158,939 and $264,412 for the years ended December 31, 2002
and 2001, respectively.
(Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(c) Vesting
-------
Participants are immediately vested in their contributions and
earnings thereon. For the Plan year 2002, Company matching
contributions and earnings thereon were 100% vested upon completing
three years of credited service (five years prior to January 1, 2002),
reaching age 60, total disability or death. Matching contributions
cannot be withdrawn or distributed until vested.
(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, any money held by the participant in the Publix stock
component of the Publix Stock Fund cannot be borrowed. Participants
may initiate 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 based
on the United States prime interest rate as published in the Wall
Street Journal. 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 pro-rata to the participant's Savings Contribution Account
and Matching Contribution Account and reinvested according to the
participant's current investment elections. 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 90 days and participants must wait 30 days between paying off
one loan and initiating a new loan.
(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
------------------------
Benefits are recorded when paid.
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)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 2002 and 2001
Upon separation of service, retirement, disability or death,
participants or their beneficiaries may elect to receive full
distribution of their Savings Contribution Account and their vested
Matching Contribution Account balances as of the valuation date
immediately preceding the date of distribution, subject to certain
restrictions on the sale of Publix stock. If the value of the
participant's vested Accounts is $5,000 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. If the value of the participant's Savings Contribution
Account and vested Matching Contribution Account exceeds $5,000 and
the participant is not 62 years of age or older, the participant may
elect to defer distribution.
Payment of deferred distributions must be made to a participant or
his/her beneficiary no later than 60 days after the end of the Plan
year in which the participant reaches age 62. If the beneficiary is
the participant's surviving spouse and the value of the participant's
Savings Contribution Account and vested Matching Contribution Account
exceeds $5,000, such beneficiary may defer distribution until the
participant would have reached age 70 1/2.
(g) Basis of Accounting
-------------------
The financial statements of the Plan are prepared using the accrual
basis of accounting.
(h) Investments
-----------
The market value of Publix Super Markets, Inc. common stock is based
upon quarterly appraisals prepared by an independent appraiser. The
fair value of other investments is determined based upon quoted market
prices. Purchases and sales of securities are recorded on a trade date
basis. Dividends are recorded on the ex-dividend date.
Investment securities are exposed to various risks, such as interest
rate, market and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible
that changes in the values of investment securities will occur in the
near term and that such changes could materially affect the amounts
reported in the financial statements and schedules of the Plan.
(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.
-3- (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(2) Administration of the Plan
--------------------------
The Primary Trustee for the Plan, State Street Bank and Trust Company, is
responsible for maintaining custody of the investment funds and other
assets in which the employee contributions are invested, excluding Publix
stock. Tina P. Johnson is the Trustee responsible for maintaining custody
of the Publix stock component of the Publix Stock Fund. CitiStreet LLC
serves as the third-party Plan Administrator. The Plan administration
costs, excluding loan fees of $370,738 paid by Plan participants, are paid
by Publix.
Effective July 3, 2001, State Street Bank and Trust Company replaced Chase
Manhattan Bank, N.A. as the Primary Trustee and CitiStreet LLC replaced
Metropolitan Life Insurance Company as the third-party Plan Administrator.
(3) Investments
-----------
The Plan consists of the following investment options:
(a) International Fund
------------------
This fund seeks long-term capital growth by investing in stocks and
debt obligations of companies and governments located 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 "Templeton Foreign Fund - Class A," a mutual fund, was the
investment vehicle for the International Fund through July 2, 2001.
This fund was generally diversified across approximately 40 countries
and more than 30 different industries. This fund was designed for
long-term investors who sought growth of capital and could tolerate
the greater risks associated with investments in foreign securities.
Effective July 3, 2001, the "SSgA International Growth Opportunities
Fund," a commingled fund, was selected as the investment vehicle for
the International Fund. This fund seeks capital growth in
international stocks by identifying growth opportunities among the
most competitive and dominant non-U.S. companies. This fund is
designed for long-term investors seeking growth of capital and willing
to accept the greater risks associated with investments in foreign
securities.
(b) Small Cap Blend Fund
--------------------
This fund seeks long-term capital growth by investing in securities of
small to medium-sized companies. The fund was added to the Plan as of
July 3, 2001.
The "Managers Special Equity Fund," a mutual fund, was selected as the
investment vehicle for the Small Cap Blend Fund. This fund invests in
the stocks of small to medium-sized companies with the potential for
capital appreciation as a result of earnings growth and/or
improvements in equity valuation. This fund is designed for long-term
investors seeking to invest in smaller companies and willing to accept
the risks associated with such investments.
-4- (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(c) Asset Allocation Funds
----------------------
These funds are growth and income funds which use an asset allocation
approach. These funds 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. These funds can be expected to experience wider
variation in value than the Fixed Income Fund.
Three MetLife/UAM TimeStyle Portfolios were the investment vehicles
for the Asset Allocation Funds through July 2, 2001. These portfolios
offered diversification by automatically blending risk across
different types of investments. The assets in these portfolios were
rebalanced periodically to ensure that the asset allocation was
consistent over time.
MetLife/UAM Long-Term TimeStyle Portfolio
-----------------------------------------
This portfolio sought to provide long-term growth of capital by
utilizing an aggressive balanced approach. This portfolio was expected
to be approximately 80% invested in equities, including exposure to
international markets, and 20% invested in U.S. investment-grade
bonds. This was a growth portfolio for use by aggressive investors.
MetLife/UAM Medium-Term TimeStyle Portfolio
-------------------------------------------
This portfolio sought to provide growth of capital and a moderate
level of income by utilizing a moderate balanced approach. This
portfolio was expected to be approximately 60% invested in equities,
including exposure to international markets, and 40% invested in U.S.
investment-grade bonds or short-term securities. This was a growth and
income portfolio for use by moderate investors seeking growth of
capital and some current income.
MetLife/UAM Extended Short-Term TimeStyle Portfolio
---------------------------------------------------
This portfolio sought to provide capital preservation with moderate
growth and current income utilizing a conservative balanced approach.
This portfolio was expected to be approximately 40% invested in
equities, including exposure to international markets, 45% invested in
U.S. investment-grade bonds and 15% in short-term securities. This was
an income-oriented portfolio for use by conservative investors seeking
some growth of capital.
Effective July 3, 2001, three SSgA Balanced Funds, commingled funds,
were selected as the investment vehicles for the Asset Allocation
Funds. These funds are portfolios containing stocks, bonds and fixed
income investments. These funds offer diversification by automatically
blending risk across different types of investments.
SSgA Aggressive Strategic Balanced Fund
---------------------------------------
This fund seeks to provide capital growth. This fund seeks to match a
composite benchmark that is made up of 85% stocks and 15% bonds. The
fund provides diversification of returns and market risk by
incorporating a broad set of asset classes which may stabilize the
fund during market fluctuations. This fund is designed for aggressive
investors with a long-term investment time frame due to the fund's
significant emphasis on stock holdings.
-5- (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 2002 and 2001
SSgA Moderate Strategic Balanced Fund
-------------------------------------
This fund seeks to provide capital growth with some income for
stability. This fund seeks to match a composite benchmark that is made
up of 55% stocks and 45% bonds. The fund provides diversification of
returns and market risk by incorporating a broad set of asset classes
which may stabilize the fund during market fluctuations. This fund is
designed for somewhat aggressive investors with a medium-term
investment time frame due to the fund's emphasis on stock holdings.
SSgA Conservative Strategic Balanced Fund
-----------------------------------------
This fund seeks to provide income and a modest level of capital
growth. The fund seeks to match a composite benchmark that is made up
of 25% stocks and 75% bonds. The fund provides diversification of
returns and market risk by incorporating a broad set of asset classes
which may stabilize the fund during market fluctuations. This fund is
designed for conservative investors with a short to medium-term
investment time frame due to the fund's emphasis on bond holdings.
(d) Aggressive/Large Cap Growth Fund
--------------------------------
This fund consists of a portfolio invested primarily in common stocks
and other securities or investment opportunities providing long-term
capital growth. This fund seeks long-term capital growth by investing
primarily in securities of companies with large market
capitalizations.
The "Fidelity Contrafund," a mutual fund, was the investment vehicle
for the Aggressive/Large Cap Growth Fund through July 2, 2001. This
fund invested in the securities of U.S. and international companies
that were believed to be undervalued.
Effective July 3, 2001, the "Smith Barney Large Cap Growth (A) Fund,"
a mutual fund, was selected as the investment vehicle for the
Aggressive/Large Cap Growth Fund. This fund invests in the stocks of
nationally known companies which lead their industries in product,
distribution or service strength. This fund is designed for aggressive
investors seeking long-term returns with possible large fluctuations
in the short term.
(e) Large Cap Value Fund
--------------------
This fund seeks to invest in growing companies that are selling at
value prices and holds on to them for the long term. The fund was
added to the Plan as of July 3, 2001.
The "Davis New York Venture (A) Fund," a mutual fund, was selected as
the Large Cap Value Fund. The fund invests primarily in stocks in the
financial services, pharmaceutical and health care industries. The
fund seeks to identify stocks that have specific, long-term trends
that should provide consistent growth over time. This fund is designed
for aggressive investors seeking to invest entirely in the stocks of
large, established companies.
-6- (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(f) Equity Index/S&P 500 Index Fund
-------------------------------
This fund consists of a portfolio invested primarily in common stocks
which, in the aggregate, are intended to replicate the total return 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 "MetLife Stock Market Index Guarantee Account" was the investment
vehicle for the Equity Index/S&P 500 Index Fund through July 2, 2001.
It consisted of most of the stocks of the S&P 500 Index.
Effective July 3, 2001, the "SSgA S&P 500 Index Fund," a mutual fund,
was selected as the Equity Index/S&P 500 Index Fund. This fund buys
and holds stocks in the same market-weighted proportions as the S&P
500 Index, and trades stocks only when there is a change in the S&P
500 Index. The fund is designed for moderate to aggressive investors
seeking to invest in the stocks of the S&P 500 Index.
(g) Intermediate Term Bond Fund
---------------------------
This fund seeks to control market risk while maximizing income by
investing in investment-grade fixed income securities with an
intermediate maturity. This fund was added to the Plan as of July 3,
2001.
The "PIMCO Total Return Fund," a mutual fund, was selected as the
Intermediate Term Bond Fund. This fund invests in U.S. government
bonds, corporate bonds, mortgage-backed securities and bonds of
non-U.S. issuers. This fund is designed for conservative to moderate
investors seeking current income while minimizing the fluctuation of
their principal balance.
(h) Fixed Income Fund
-----------------
This fund consists 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 "MetLife Guaranteed Fixed Income Account" was the investment
vehicle for the Fixed Income Fund through July 2, 2001. It consisted
of one or more MetLife guaranteed interest contracts ("GICs"), which
were intended to provide the advantage of intermediate-term rates with
protection from potential fluctuations in interest rates during the
guarantee period. The GIC rate was 6.35% as of July 2, 2001.
Effective July 3, 2001, the "SSgA Stable Value Fund," a commingled
fund, was selected as the Fixed Income Fund. This fund seeks to
maintain the value of the initial investment while providing current
income. This fund invests in stable value investments such as GICs,
money market instruments and short-term funds such as Treasury bills
with an average weighted maturity of one and a half to three years.
The fund is designed for conservative investors seeking minimal market
risk and modest growth, while maintaining principal and liquidity.
-7- (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(i) Publix Stock Fund
-----------------
This fund includes two components: Publix stock and cash awaiting
investment in Publix stock. Cash awaiting investment in Publix stock
is invested in a short-term fixed income funding vehicle (MetLife GIC
through July 2, 2001; beginning July 3, 2001, SSgA Yield Enhanced
Short Term Investment Fund, a commingled fund). 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 growth. Because this fund is not diversified, it may
experience wider variation in value than the other funds described
herein.
As of December 31, 2002, participant- and nonparticipant-directed
investments in the following funds each represented 5.0% or more of the
Plan's net assets available for plan benefits: Smith Barney Large Cap
Growth (A) Fund, SSgA Stable Value Fund and Publix Stock Fund. As of
December 31, 2001, participant- and nonparticipant-directed investments in
the following funds each represented 5.0% or more of the Plan's net assets
available for plan benefits: Smith Barney Large Cap Growth (A) Fund and
Publix Stock Fund.
-8- (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(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:
December 31,
------------
2002 2001
---- ----
Net assets available for plan benefits
per the financial statements $409,904,055 377,738,677
Less: Amounts allocated to withdrawing
participants (1,374,361) (6,068,586)
Less: Corrective distributions (1,527,290) (460,953)
------------ -----------
Net assets available for plan benefits
per the Form 5500 $407,002,404 371,209,138
============ ===========
The following is a reconciliation of benefit payments to participants per
the financial statements to the Form 5500:
Year ended December 31,
-----------------------
2002 2001
---- ----
Benefit payments to participants per the
financial statements $ 25,735,168 16,976,943
Add: Amounts allocated to withdrawing
participants at December 31, 2002 and 2001 1,374,361 6,068,586
Less: Amounts allocated to withdrawing
participants at December 31, 2001 and 2000 (6,068,586) (2,292,367)
Less: Corrective distributions for years
ended December 31, 2001 and 2000 (460,953) (473,846)
------------ ----------
Benefit payments to participants per the
Form 5500 $ 20,579,990 20,279,316
============ ==========
Corrective distributions for years ended
December 31, 2002 and 2001 per the
Form 5500 $ 1,527,290 460,953
============ ==========
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment on or
before December 31, 2002 and 2001, but not yet paid as of that date.
Corrective distributions for excess deferrals and any allocable income that
are paid after December 31, 2002 and 2001 are recorded on the Form 5500.
-9- (Continued)
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Notes to Financial Statements
December 31, 2002 and 2001
(5) Related-Party Transactions
--------------------------
Certain Plan investments are commingled funds and mutual funds managed by
State Street Global Advisors (SSgA), the investment management arm of State
Street Bank and Trust Company. State Street Bank and Trust Company is the
Primary Trustee for the Plan. The Smith Barney Large Cap Growth (A) Fund is
a mutual fund managed by Smith Barney Asset Management, the investment
advisory arm of Citigroup Asset Management. Citigroup Asset Management is
part of Citigroup, Inc. Citigroup, Inc. and State Street Bank and Trust
Company have 50/50 ownership interests in CitiStreet LLC, the third-party
Plan Administrator, as a joint venture. Therefore, the transactions
involving these investments, in addition to Publix Super Markets, Inc.
common stock, qualify as party-in-interest transactions.
(6) Tax Status
----------
The Plan, as amended and restated as of July 1, 2001, received a favorable
tax determination letter, dated April 30, 2002, from the Internal Revenue
Service under Section 401(a) 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 the applicable
requirements of the Code and the Plan document.
-10- (Continued)
Schedule
PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN
Schedule of Assets (Held at End of Year)
December 31, 2002
Number of Fair
Name of Issuer and Title of Issue Units/Shares Cost Value
--------------------------------- ------------ ---- -----
Marketable:
International Fund
------------------
SSgA International Growth
Opportunities Fund * 333,330 $ 2,974,561 2,353,422
Small Cap Blend Fund
--------------------
Managers Special Equity Fund 50,878 3,178,971 2,802,361
Asset Allocation Funds
----------------------
SSgA Balanced Funds:
SSgA Aggressive Strategic
Balanced Fund * 325,145 2,950,528 2,563,778
SSgA Moderate Strategic
Balanced Fund * 590,612 5,741,587 5,352,196
SSgA Conservative Strategic
Balanced Fund * 175,697 1,777,433 1,814,203
Aggressive/Large Cap Growth Fund
--------------------------------
Smith Barney Large Cap
Growth (A) Fund * 2,081,616 40,676,298 30,953,247
Large Cap Value Fund
--------------------
Davis New York Venture (A) Fund 129,147 2,992,037 2,704,346
Equity Index/S&P 500 Index Fund
-------------------------------
SSgA S&P 500 Index Fund * 1,037,017 19,257,619 15,047,119
Intermediate Term Bond Fund
---------------------------
PIMCO Total Return Fund 1,152,290 12,358,374 12,294,208
Fixed Income Fund
-----------------
SSgA Stable Value Fund * 16,207,258 23,752,634 24,827,259
Publix Stock Fund
-----------------
Marketable:
SSgA Yield Enhanced Short Term
Investment Fund * 904,486 9,340,197 9,351,859
Non-Marketable:
Common stock of Publix Super
Markets, Inc. * 6,761,918 250,108,581 260,333,826
Participants' Loans at rates of
4.25% to 9.50% --- --- 24,104,701
------------ -----------
$375,108,820 394,502,525
============ ===========
* Parties-in-interest
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 27, 2003 By: /s/Tina P. Johnson
---------------------------
Tina P. Johnson
Senior Vice President
Publix Super Markets, Inc.,
Plan Administrator