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 28, 2002
------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period
from ____________ to ______________
Commission File Number 0-981
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PUBLIX SUPER MARKETS, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Florida 59-0324412
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 31, 2002 was 190,709,962.
Page 1 of 15 pages
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts are in thousands, except share amounts)
ASSETS
September 28, 2002 December 29, 2001
------------------ -----------------
(Unaudited)
Current Assets
- --------------
Cash and cash equivalents $ 315,820 251,337
Short-term investments 6,874 5,176
Trade receivables 136,244 129,435
Merchandise inventories 843,645 840,115
Deferred tax assets 62,549 54,172
Prepaid expenses 7,802 3,001
---------- ----------
Total Current Assets 1,372,934 1,283,236
---------- ----------
Long-term investments 355,538 339,048
Other noncurrent assets 28,745 43,911
Property, plant and equipment 4,570,578 4,142,807
Less accumulated depreciation (1,599,398) (1,403,217)
---------- ----------
Net property, plant and equipment 2,971,180 2,739,590
---------- ----------
Total Assets $4,728,397 4,405,785
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Accounts payable $ 690,586 691,071
Accrued contribution to retirement plans 208,307 232,925
Accrued salaries and wages 107,570 56,560
Accrued self-insurance reserves 117,575 103,048
Federal and state income taxes 11,588 13,030
Other 191,767 152,863
---------- ----------
Total Current Liabilities 1,327,393 1,249,497
---------- ----------
Deferred tax liabilities, net 221,252 172,440
Self-insurance reserves 149,541 137,474
Accrued postretirement benefit cost 69,394 70,151
Other noncurrent liabilities 8,500 13,672
Stockholders' Equity
- --------------------
Common stock of $1 par value. Authorized
300,000,000 shares; issued 199,053,347
shares at September 28, 2002 and 197,111,536
shares at December 29, 2001 199,053 197,112
Additional paid-in capital 421,019 343,834
Reinvested earnings 2,638,434 2,226,768
---------- ----------
3,258,506 2,767,714
Less 7,223,792 treasury shares
at September 28, 2002, at cost (303,929) ---
Accumulated other comprehensive earnings (2,260) (5,163)
---------- ----------
Total Stockholders' Equity 2,952,317 2,762,551
---------- ----------
Total Liabilities and Stockholders'
Equity $4,728,397 4,405,785
========== ==========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
-2-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
Three Months Ended
September 28, 2002 September 29, 2001
------------------ ------------------
(Unaudited)
Revenues
- --------
Sales $ 3,843,021 3,714,728
Other operating income 24,409 21,619
------------ -----------
Total revenues 3,867,430 3,736,347
------------ -----------
Costs and expenses
- ------------------
Cost of merchandise sold, including store
occupancy, warehousing and delivery
expenses 2,805,615 2,737,289
Operating and administrative expenses 848,730 831,621
------------ -----------
Total costs and expenses 3,654,345 3,568,910
------------ -----------
Operating profit 213,085 167,437
------------ -----------
Investment income, net 2,974 8,428
Other income, net 4,390 4,785
------------ -----------
Earnings before income tax expense 220,449 180,650
Income tax expense 79,748 64,408
------------ -----------
Net earnings $ 140,701 116,242
============ ===========
Weighted average number of common
shares outstanding 193,667,154 201,221,626
============ ===========
Basic and diluted earnings per common
share based on weighted average shares
outstanding $ .73 .58
============ ===========
Cash dividends paid per common share none none
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Three Months Ended
September 28, 2002 September 29, 2001
------------------ ------------------
(Unaudited)
Net earnings $ 140,701 116,242
Other comprehensive earnings
Unrealized gain on investment
securities available-for-sale,
net of tax effect of $296 and
$1,226 in 2002 and 2001, respectively 471 1,952
Reclassification adjustment for net
realized loss on investment
securities available-for-sale, net
of tax effect of $1,217 and $276 in
2002 and 2001, respectively 1,938 440
------------ -----------
Comprehensive earnings $ 143,110 118,634
============ ===========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
-3-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts are in thousands, except per share and share amounts)
Nine Months Ended
September 28, 2002 September 29, 2001
------------------ ------------------
(Unaudited)
Revenues
- --------
Sales $ 11,861,012 11,341,084
Other operating income 71,133 63,846
------------ -----------
Total revenues 11,932,145 11,404,930
------------ -----------
Costs and expenses
- ------------------
Cost of merchandise sold, including store
occupancy, warehousing and delivery
expenses 8,629,195 8,365,692
Operating and administrative expenses 2,572,623 2,481,434
------------ -----------
Total costs and expenses 11,201,818 10,847,126
------------ -----------
Operating profit 730,327 557,804
------------ -----------
Investment income, net 11,739 30,300
Other income, net 15,224 14,499
------------ -----------
Earnings before income tax expense 757,290 602,603
Income tax expense 279,971 215,613
------------ -----------
Net earnings $ 477,319 386,990
============ ===========
Weighted average number of common
shares outstanding 195,818,006 203,521,322
============ ===========
Basic and diluted earnings per common
share based on weighted average shares
outstanding $ 2.44 1.90
============ ===========
Cash dividends paid per common share $ .33 .32
============ ===========
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(Amounts are in thousands)
Nine Months Ended
September 28, 2002 September 29, 2001
------------------ ------------------
(Unaudited)
Net earnings $ 477,319 386,990
Other comprehensive earnings
Unrealized (loss) gain on investment
securities available-for-sale,
net of tax effect of ($882) and
$3,200 in 2002 and 2001, respectively (1,404) 5,094
Reclassification adjustment for net
realized loss on investment
securities available-for-sale, net
of tax effect of $2,705 and $346 in
2002 and 2001, respectively 4,307 552
------------ -----------
Comprehensive earnings $ 480,222 392,636
============ ===========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
-4-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts are in thousands)
Nine Months Ended
September 28, 2002 September 29, 2001
------------------ ------------------
(Unaudited)
Cash flows from operating activities
- ------------------------------------
Cash received from customers $ 11,938,574 11,398,189
Cash paid to employees and suppliers (10,532,127) (10,208,915)
Dividends and interest received 19,394 34,032
Income taxes paid (242,799) (187,000)
Payment for self-insured claims (145,825) (136,543)
Other operating cash receipts 692 649
Other operating cash payments (7,613) (8,239)
------------ ----------
Net cash provided by operating
activities 1,030,296 892,173
------------ ----------
Cash flows from investing activities
- ------------------------------------
Payment for property, plant and
equipment (476,013) (479,735)
Proceeds from sale of property, plant
and equipment 2,068 1,410
Payment for investment securities -
available-for-sale (AFS) (221,881) (151,115)
Proceeds from sale and maturity of
investment securities - AFS 200,762 121,591
Investment in joint ventures 16,678 (10,038)
Other, net 29 34
------------ ----------
Net cash used in investing activities (478,357) (517,853)
------------ ----------
Cash flows from financing activities
- ------------------------------------
Proceeds from sale of common stock 59,652 61,980
Payment for acquisition of common stock (481,538) (540,148)
Dividends paid (65,439) (66,286)
Other, net (131) ---
------------ ----------
Net cash used in financing activities (487,456) (544,454)
------------ ----------
Net increase (decrease) in cash and cash
equivalents 64,483 (170,134)
------------ ----------
Cash and cash equivalents at beginning
of period 251,337 396,906
------------ ----------
Cash and cash equivalents at end of period $ 315,820 226,772
============ ==========
<FN>
See accompanying notes to condensed consolidated financial statements.
(Continued)
</FN>
-5-
PUBLIX SUPER MARKETS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts are in thousands)
Nine Months Ended
September 28, 2002 September 29, 2001
------------------ ------------------
(Unaudited)
Reconciliation of net earnings to net cash
provided by operating activities
Net earnings $ 477,319 386,990
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 226,675 189,663
Retirement contributions paid or payable
in common stock 170,133 153,120
Deferred income taxes 38,614 (2,277)
Loss on sale of property, plant and
equipment 15,712 10,522
Loss on sale of investments 7,012 898
Self-insurance reserves in excess of
current payments 26,594 29,056
Postretirement accruals (less than)
in excess of current payments (757) 5,137
Decrease in advance purchase allowances (5,041) (2,653)
Other, net (930) 2,175
Change in cash from:
Trade receivables (6,809) (20,716)
Merchandise inventories (3,530) 15,534
Prepaid expenses (4,801) (3,946)
Accounts payable and accrued expenses 91,547 97,780
Federal and state income taxes (1,442) 30,890
---------- -------
Total adjustments 552,977 505,183
---------- -------
Net cash provided by operating activities $1,030,296 892,173
========== =======
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
-6-
PUBLIX SUPER MARKETS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying condensed consolidated financial statements included herein
are unaudited; however, in the opinion of management, such information
reflects all adjustments (consisting solely of normal recurring adjustments)
which are necessary for the fair statement of results for the interim period.
These condensed consolidated financial statements should be read in
conjunction with the fiscal 2001 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 28, 2002 are not necessarily
indicative of the results for the entire 2002 fiscal year.
3. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
as of the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
4. Certain 2001 amounts have been reclassified to conform with the 2002
presentation.
5. In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 143, "Accounting for Asset Retirement
Obligations," (SFAS 143) effective for fiscal years beginning after June 15,
2002. SFAS 143 addresses the financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. SFAS 143 requires the Company to
record the fair value of an asset retirement obligation as a liability in the
period in which it incurs a legal obligation associated with the retirement
of tangible long-lived assets. The Company would also record a corresponding
asset which is depreciated over the life of the asset. Subsequent to the
initial measurement of the asset retirement obligation, the obligation will
be adjusted at the end of each period to reflect the passage of time and
changes in the estimated future cash flows underlying the obligation. The
Company is currently evaluating the effect of adopting SFAS 143.
6. In July 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities," (SFAS 146) effective for exit or disposal
activities initiated after December 31, 2002. SFAS 146 requires that a
liability for a cost associated with an exit or disposal activity be
recognized at fair value when the liability is incurred rather than at the
date of a commitment to an exit or disposal plan. The Company is currently
evaluating the effect of adopting SFAS 146.
-7-
PUBLIX SUPER MARKETS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------------
Results of Operations
- ---------------------
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents, short-term and long-term investments totaled
approximately $678.2 million at September 28, 2002, compared to $717.0 million
at September 29, 2001. Net cash provided by operating activities was
approximately $1,030.3 million for the nine months ended September 28, 2002, as
compared with $892.2 million for the nine months ended September 29, 2001. Any
net cash in excess of the amount needed for current operations is invested in
short-term and long-term investments.
Net cash used in investing activities was approximately $478.4 million for
the nine months ended September 28, 2002, as compared with $517.9 million for
the nine months ended September 29, 2001. The primary use of net cash in
investing activities was funding capital expenditures. During the nine months
ended September 28, 2002, capital expenditures totaled approximately $476.0
million. These expenditures were primarily incurred in connection with the
opening of 30 net new stores (44 new stores opened and 14 stores closed) and
remodeling or expanding 65 stores. Net new stores added an additional 1.4
million square feet in the nine months ended September 28, 2002, a 4.6%
increase. Significant expenditures were also incurred in the expansion of
warehouses, office construction and new or enhanced information technology
applications. During the nine months ended September 29, 2001, capital
expenditures totaled approximately $479.7 million. These expenditures were
primarily incurred in connection with the opening of 25 net new stores (38 new
stores opened and 13 stores closed) and remodeling or expanding 55 stores. Net
new stores added an additional 1.1 million square feet in the nine months ended
September 29, 2001, a 3.8% increase. Significant expenditures were also incurred
in the expansion of warehouses in Lakeland, Florida and the development of an
online grocery shopping service, PublixDirect.
Capital expenditures for the remainder of 2002, primarily made up of new
store, warehouse and office construction, remodeling and expanding of certain
existing stores and new or enhanced information technology applications, are
expected to be approximately $224.0 million. This capital program is subject to
continuing change and review. The remaining 2002 capital expenditures are
expected to be financed by internally generated funds, liquid assets or the
committed line of credit described below. In the normal course of operations,
the Company replaces stores and closes stores that are not meeting performance
expectations. The impact of future store closings is not expected to be
material.
Net cash used in financing activities was approximately $487.5 million for
the nine months ended September 28, 2002, as compared with $544.5 million for
the nine months ended September 29, 2001. The primary use of net cash in
financing activities was funding net common stock repurchases. The Company
currently repurchases common stock at the stockholders' request in accordance
with the terms of the Company's Employee Stock Purchase Plan. Net common stock
repurchases under this plan totaled approximately $421.9 million for the nine
months ended September 28, 2002, as compared with $478.2 million for the nine
months ended September 29, 2001. The Company expects to continue to repurchase
its common stock, as offered by its stockholders from time to time, at its then
currently appraised value. However, such purchases are not required and the
Company retains the right to discontinue them at any time.
-8-
The Company paid a cash dividend on its common stock of $.33 per share or
approximately $65.4 million, on June 3, 2002, to stockholders of record as of
the close of business March 29, 2002.
In December 2001, the Company executed an agreement for a committed line of
credit totaling $100 million. This 364-day line of credit facility is available
to fund liquidity requirements if necessary. The interest rate is based on LIBOR
or prime. There were no amounts outstanding on this line of credit as of
September 28, 2002.
Based on the Company's financial position, it is expected that short-term
and long-term borrowings would be readily available to support the Company's
liquidity requirements if needed.
Results of Operations
- ---------------------
Sales for the third quarter ended September 28, 2002, were $3.8 billion as
compared with $3.7 billion in the same quarter in 2001, an increase of $128.3
million or a 3.5% increase. This reflects a decrease of $40.9 million or 1.1% in
comparable store sales (stores open for the same weeks in both periods,
including replacement stores) and an increase of $169.2 million or 4.6% from net
new store sales since June 30, 2001. During the first quarter of 2002, the
Company modified its calculation of comparable store sales to include
replacement stores. The comparable store sales calculation was modified to
improve the comparability of this key performance measure to others in the food
retailing industry. If the current comparable store sales calculation had been
used for the quarter ended September 29, 2001, the comparable store sales
increase would have been 4.2%, as compared to the previously reported comparable
store sales increase of 3.7%.
Sales for the nine months ended September 28, 2002, were $11.9 billion as
compared with $11.3 billion in the same period in 2001, an increase of $519.9
million or a 4.6% increase. This reflects a decrease of $22.7 million or .2% in
comparable store sales and an increase of $542.6 million or 4.8% from net new
store sales since the beginning of 2001.
Due to the events of September 11, 2001, there has been a general decline
in tourism. The decline in tourism has continued to impact sales in the
Company's stores in seasonal locations during the first nine months of 2002.
Cost of merchandise sold including store occupancy, warehousing and
delivery expenses, as a percentage of sales, was approximately 73.0% and 73.7%
for the three months ended September 28, 2002 and September 29, 2001,
respectively. These cost of sales percentages were 72.8% and 73.8% for the nine
months ended September 28, 2002 and September 29, 2001, respectively. The
decrease in cost of merchandise sold, as a percentage of sales, was primarily
due to increased margins from retail pricing strategies as well as continuing
improvements in buying practices including centralized product procurement,
promotional efficiencies including category management and more efficient
distribution channels.
-9-
Operating and administrative expenses, as a percentage of sales, were
approximately 22.1% and 22.4% for the three months ended September 28, 2002 and
September 29, 2001, respectively. The operating and administrative expenses, as
a percentage of sales, were 21.7% and 21.9% for the nine months ended September
28, 2002 and September 29, 2001, respectively. The decreases in operating and
administrative expenses, as a percentage of sales, during the three and nine
month periods of 2002, were primarily due to decreases in payroll and other
general expenses. These decreases were partially offset by increases in employee
benefit costs and facilities costs.
Net earnings were $140.7 million or $.73 per share and $116.2 million or
$.58 per share for the three months ended September 28, 2002 and September 29,
2001, respectively. Net earnings were $477.3 million or $2.44 per share and
$387.0 million or $1.90 per share for the nine months ended September 28, 2002
and September 29, 2001, respectively.
Cautionary Note Regarding Forward-Looking Statements
- ----------------------------------------------------
From time to time, certain information provided by the Company, including
written or oral statements made by its representatives, may contain
forward-looking information as defined in Section 21E of the Securities Exchange
Act of 1934. Forward-looking information includes statements about the future
performance of the Company, which is based on management's assumptions and
beliefs in light of the information currently available to them. When used, the
words "plan," "estimate," "project," "intend," "believe" and other similar
expressions, as they relate to the Company, are intended to identify such
forward-looking statements. These forward-looking statements are subject to
uncertainties and other factors that could cause actual results to differ
materially from those statements including, but not limited to: competitive
practices and pricing in the food and drug industries generally and particularly
in the Company's principal markets; changes in the general economy; changes in
consumer spending; and other factors affecting the Company's business in or
beyond the Company's control. These factors include changes in the rate of
inflation, changes in state and Federal legislation or regulation, adverse
determinations with respect to litigation or other claims, ability to recruit
and retain employees, ability to construct new stores or complete remodels as
rapidly as planned and stability of product costs. Other factors and assumptions
not identified above could also cause the actual results to differ materially
from those set forth in the forward-looking statements. The Company assumes no
obligation to update publicly these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------
The Company does not utilize financial instruments for trading or other
speculative purposes, nor does it utilize leveraged financial instruments. The
Company does not consider to be material the potential losses in future
earnings, fair values and cash flows from reasonably possible near-term changes
in interest rates.
-10-
Item 4. Controls and Procedures
- ---------------------------------
Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings. There have been no significant
changes in the Company's internal controls or in other factors which could
significantly affect internal controls subsequent to the date the Company
carried out its evaluation.
-11-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- ----------------------------
As reported in the Company's Form 10-K for the year ended December 29,
2001, the Company is a party in various legal claims and actions considered in
the normal course of business. In the opinion of management, the ultimate
resolution of these legal proceedings will not have a material adverse effect on
the Company's financial condition, results of operations or cash flows.
Item 2. Changes in Securities
- --------------------------------
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
- -------------------
21. Subsidiaries of the Registrant.
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
Item 6(b) Reports on Form 8-K
- -----------------------------
The Company filed a report on Form 8-K dated August 14, 2002, which
included Statements Under Oath from the Company's Chief Executive Officer and
Chief Financial Officer as required by the Securities and Exchange Commission
Order No. 4-460.
-12-
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 12, 2002 /s/ John A. Attaway, Jr.
------------------------------------------
John A. Attaway, Jr., Secretary
Date: November 12, 2002 /s/ David P. Phillips
------------------------------------------
David P. Phillips, Chief Financial Officer
and Treasurer (Principal Financial and
Accounting Officer)
-13-
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
Certification
- -------------
I, Charles H. Jenkins, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Publix Super Markets,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/ Charles H. Jenkins, Jr.
- ---------------------------
Charles H. Jenkins, Jr.
Chief Executive Officer
-14-
Certification
- -------------
I, David P. Phillips, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Publix Super Markets,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/ David P. Phillips
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David P. Phillips
Chief Financial Officer
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