10-Q 1 q32002.txt FORM 10-Q, QUARTER ENDED 9/28/2002 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 ---------------------------- 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 ========== ========== See accompanying notes to condensed consolidated financial statements.
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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 ============ =========== See accompanying notes to condensed consolidated financial statements.
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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 ============ =========== See accompanying notes to condensed consolidated financial statements.
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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 ============ ========== See accompanying notes to condensed consolidated financial statements. (Continued)
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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 ========== ======= See accompanying notes to condensed consolidated financial statements.
-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 ----------------------- David P. Phillips Chief Financial Officer -15-