Description
Publix Super Markets, Inc. and its wholly owned subsidiaries (the Company) are in the primary business of operating retail food supermarkets in Florida, Georgia, Alabama, South Carolina and Tennessee. The Company has signed leases for supermarket sites in North Carolina expected to open in 2014. The Company was founded in 1930 and later merged into another corporation that was originally incorporated in 1921.
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2012
FINANCIAL INFORMATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 2012
Commission File Number 0-00981
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PUBLIX SUPER MARKETS, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-0324412
(State of Incorporation) (I.R.S. Employer Identification No.)
3300 Publix Corporate Parkway
Lakeland, Florida 33811
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (863) 688-1188
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock $1.00 Par Value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No X
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No X
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer X Smaller reporting company
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes No X
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately
$8,618,027,000 as of J une 29, 2012, the last trading day of the Registrant’s most recently completed second fiscal
quarter.
The number of shares of the Registrant’s common stock outstanding as of February 5, 2013 was 773,972,000.
Documents Incorporated By Reference
The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference
from the Proxy Statement solicited for the 2013 Annual Meeting of Stockholders to be held on April 16, 2013.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 2
Item 1B. Unresolved Staff Comments 4
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Mine Safety Disclosures 4
Executive Officers of the Company 5
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities 6
Item 6. Selected Financial Data 9
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 18
Management’s Report on Internal Control over Financial Reporting 19
Item 8. Financial Statements and Supplementary Data 20
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 43
Item 9A. Controls and Procedures 43
Item 9B. Other Information 43
PART III
Item 10. Directors, Executive Officers and Corporate Governance 43
Item 11. Executive Compensation 43
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters 43
Item 13. Certain Relationships, Related Transactions and Director Independence 43
Item 14. Principal Accounting Fees and Services 43
PART IV
Item 15. Exhibits, Financial Statement Schedules 44
1
PART I
Item 1. Business
Publix Super Markets, Inc. and its wholly owned subsidiaries (the Company) are in the primary business of
operating retail food supermarkets in Florida, Georgia, Alabama, South Carolina and Tennessee. The Company has
signed leases for supermarket sites in North Carolina expected to open in 2014. The Company was founded in 1930
and later merged into another corporation that was originally incorporated in 1921. The Company has no other
significant lines of business or industry segments.
Merchandising and manufacturing
The Company sells grocery (including dairy, produce, deli, bakery, meat and seafood), health and beauty care,
general merchandise, pharmacy, floral and other products and services. The percentage of consolidated sales by
merchandise category for 2012, 2011 and 2010 was as follows:
2012 2011 2010
Grocery 85% 86% 85%
Other 15% 14% 15%
100% 100% 100%
The Company’s lines of merchandise include a variety of nationally advertised and private label brands as well
as unbranded merchandise such as produce, meat and seafood. The Company receives the food and non-food
products it distributes from many sources. These products are delivered to the supermarkets through Company
distribution centers or directly from the suppliers and are generally available in sufficient quantities to enable the
Company to adequately satisfy its customers. Approximately 73% of the total cost of products purchased is delivered
to the supermarkets through the Company’s distribution centers. The Company believes that its sources of supply of
these products and raw materials used in manufacturing are adequate for its needs and that it is not dependent upon a
single supplier or relatively few suppliers. Private label items are produced in the Company’s dairy, bakery and deli
manufacturing facilities or are manufactured for the Company by outside suppliers.
The Company has experienced no significant changes in the kinds of products sold or in its methods of
distribution since the beginning of the fiscal year.
Store operations
The Company operated 1,069 supermarkets at the end of 2012, compared with 1,046 at the beginning of the
year. In 2012, 31 supermarkets were opened (including 12 replacement supermarkets) and 113 supermarkets were
remodeled. Eight supermarkets were closed during 2012. Replacement supermarkets opened in 2012 replaced seven
of the supermarkets closed during the same period and five supermarkets closed in 2011 that were replaced on site.
The remaining supermarket closed in 2012 will not be replaced. New supermarkets added 1.1 million square feet in
2012, an increase of 2.3%. At the end of 2012, the Company had 757 supermarkets located in Florida, 180 in
Georgia, 52 in Alabama, 47 in South Carolina and 33 in Tennessee. Also, as of year end, the Company had four
supermarkets under construction in Florida, three in Alabama, two in Tennessee and one each in Georgia and South
Carolina.
Competition
The Company is engaged in the highly competitive retail food industry. Competition is based primarily on
quality of goods and service, price, convenience, product mix and store location. The Company’s primary
competition throughout its market areas is with several national and regional supermarket chains, independent
supermarkets, supercenters, membership warehouse clubs, mass merchandisers, dollar stores, drug stores, specialty
food stores, restaurants and convenience stores. The Company anticipates continued competitor format innovation
and location additions in 2013.
Working capital
The Company’s working capital at the end of 2012 consisted of $3,149.1 million in current assets and
$2,221.0 million in current liabilities. Normal operating fluctuations in these balances can result in changes to cash
flows from operating activities presented in the consolidated statements of cash flows that are not necessarily
indicative of long-term operating trends. There are no unusual industry practices or requirements relating to working
capital items.
2
Seasonality
The historical influx of winter residents to Florida and increased purchases of products during the traditional
Thanksgiving, Christmas and Easter holidays typically result in seasonal sales increases between November and
April of each year.
Employees
The Company had 158,000 full-time and part-time employees at the end of 2012. The Company considers its
employee relations to be good.
Intellectual property
The Company’s trademarks, trade names, copyrights and similar intellectual property are important to the
success of the Company’s business. Numerous trademarks, including “Publix” and “Where Shopping is a Pleasure,”
have been registered with the U.S. Patent and Trademark Office. Due to the importance of its intellectual property to
its business, the Company actively defends and enforces its rights to such property.
Environmental matters
Compliance by the Company with federal, state and local environmental protection laws and regulations during
2012 had no material effect upon capital expenditures, results of operations or the competitive position of the
Company.
Company information
This Annual Report on Form 10-K and the 2013 Proxy Statement will be mailed on or about March 14, 2013 to
stockholders of record as of the close of business on February 5, 2013. These reports as well as Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and any amendments to those reports may also be obtained electronically,
free of charge, through the Company’s website at www.publix.com/stock.
Item 1A. Risk Factors
In addition to the other information contained in this Form 10-K, the following risk factors should be considered
carefully in evaluating the Company’s business. The Company’s financial condition and results of operations could
be materially adversely affected by any of these risks.
Increased competition and low profit margins could adversely affect the Company.
The retail food industry in which the Company operates is highly competitive with low profit margins. The
Company’s competitors include national and regional supermarket chains, independent supermarkets, supercenters,
membership warehouse clubs, mass merchandisers, dollar stores, drug stores, specialty food stores, restaurants and
convenience stores. The Company’s ability to attract and retain customers is based primarily on quality of goods
and service, price, convenience, product mix and store location. The Company believes it will face increased
competition in the future from all of these competitors and its financial condition and results of operations could be
impacted by the pricing, purchasing, advertising or promotional decisions made by its competitors.
General economic and other conditions that impact consumer spending could adversely affect the Company.
The Company’s results of operations are sensitive to changes in general economic conditions that impact
consumer spending. Adverse economic conditions, including high unemployment, home foreclosures, declines in the
stock market and the instability of the credit markets, could cause a reduction in consumer spending. Other
conditions that could also affect disposable consumer income include increases in tax rates, increases in fuel and
energy costs, increases in health care costs, the impact of natural disasters or acts of terrorism, and other factors.
This reduction in the level of consumer spending could cause customers to purchase lower-margin items or to shift
spending to lower-priced competitors, which could adversely affect the Company’s financial condition and results of
operations.
Increased operating costs could adversely affect the Company.
The Company’s operations tend to be more labor intensive than some of its competitors due to the additional
customer service offered in its supermarkets. Consequently, uncertain labor markets, government mandated increases
in the minimum wage or other benefits, an increased proportion of full-time employees, increased costs of health
care due to health insurance reform or other factors could result in an increase in labor costs. In addition, the
inability to improve or manage operating costs, such as payroll, facilities, or other non-product related costs, could
adversely affect the Company’s financial condition and results of operations.
3
Failure to execute on the Company’s core strategies could adversely affect the Company.
The Company’s core strategies focus on customer service, product quality, shopping environment, competitive pricing
and convenient locations. The Company has implemented several strategic business and technology initiatives as part of the
execution of these core strategies. The Company believes these core strategies and related strategic initiatives differentiate it
fromits competition and present opportunities for increased market share and sustained financial growth. Failure to execute
on these core strategies, or a failure to execute the core strategies on a cost effective basis, could adversely affect the
Company’s financial condition and results of operations.
Failure to identify and obtain or retain suitable supermarket sites could adversely affect the Company.
The Company’s ability to obtain sites for new supermarkets and, to a lesser extent, acquire existing supermarket
locations is dependent on identifying and entering into lease or purchase agreements on commercially reasonable terms for
properties that are suitable for its needs. If the Company fails to identify suitable sites and enter into lease or purchase
agreements on a timely basis for any reason, including competition fromother companies seeking similar sites, the
Company’s growth could be adversely affected because it may be unable to open new supermarkets as anticipated.
Similarly, its business could be adversely affected if it is unable to renew the leases on its supermarkets on commercially
reasonable terms.
Disruptions in information technology systems or a security breach could adversely affect the Company.
The Company is dependent on complex information technology systems to operate its business, enhance customer
service, improve the efficiency of its supply chain and increase employee efficiency. The Company’s information
technology systems are subject to damage or interruption frompower outages, computer and telecommunications failures,
computer viruses, security breaches, catastrophic events and user errors. The Company’s information technology systems
are also subject to security breaches, including cyber security breaches and breaches of transaction processing, that could
result in the compromise of confidential customer data, including debit and credit cardholder data. Any disruptions in
information technology systems or a security breach could have an adverse effect on the Company’s financial condition and
results of operations.
Unexpected changes in the insurance market or factors affecting self-insurance reserve estimates could adversely
affect the Company.
The Company uses a combination of insurance coverage and self-insurance to provide for potential liability for
workers’ compensation, general liability, fleet liability, employee benefits and directors and officers liability. The Company
is self insured for property, plant and equipment losses. There is no assurance that the Company will be able to continue to
maintain its insurance coverage or obtain comparable insurance coverage at a reasonable cost. Self-insurance reserves are
determined based on actual claims experience and an estimate of claims incurred but not reported including, where
necessary, actuarial studies. Actuarial projections of losses are subject to variability caused by, but not limited to, such
factors as future interest and inflation rates, future economic conditions, litigation trends and benefit level changes. The
Company’s financial condition and results of operations could be adversely affected by an increase in the frequency or costs
of claims and changes in actuarial assumptions or a catastrophic event involving property, plant and equipment losses.
Product liability claims, product recalls and the resulting unfavorable publicity could adversely affect the
Company.
The packaging, marketing, distribution and sale of grocery, drug and other products purchased fromsuppliers or
manufactured by the Company entails an inherent risk of product liability claims, product recall and the resulting adverse
publicity. Such products may contain contaminants that may be inadvertently distributed by the Company. These
contaminants may, in certain cases, result in illness, injury or death if processing at the consumer level does not eliminate the
contaminants. Even an inadvertent shipment of adulterated products is a violation of law and may lead to a product recall
and/or an increased risk of exposure to product liability claims. There can be no assurance that such claims will not be
asserted against the Company or that the Company will not be obligated to performproduct recalls in the future. If a product
liability claimis successful, the Company’s insurance coverage may not be adequate to pay all liabilities and it may not be
able to continue to maintain such insurance coverage or obtain comparable insurance coverage at a reasonable cost. If the
Company does not have adequate insurance coverage or contractual indemnification available, product liability claims
relating to defective products could have an adverse effect on the Company’s ability to successfully market its products and
on the Company’s financial condition and results of operations. In addition, even if a product liability claimis not successful
or is not fully pursued, the adverse publicity surrounding any assertion that the Company’s products caused illness or injury
could have an adverse effect on the Company’s reputation with existing and potential customers and on the Company’s financial
condition and results of operations.
4
Unfavorable changes in, failure to comply with or increased costs to comply with environmental laws and
regulations could adversely affect the Company.
The Company is subject to federal, state and local laws and regulations that govern activities that may have adverse
environmental effects and impose liabilities for the costs of contamination cleanup and damages arising fromsites of
past spills, disposals or other releases of hazardous materials. Under current environmental laws, the Company may be
held responsible for the remediation of environmental conditions regardless of whether the Company leases, subleases
or owns the supermarkets or other facilities and regardless of whether such environmental conditions were created by
the Company or a prior owner or tenant. The costs of investigation, remediation or removal of environmental conditions
may be substantial. In addition, the increased focus on climate change, waste management and other environmental
issues may result in new environmental laws or regulations that negatively affect the Company directly or indirectly
through increased costs on its suppliers. There can be no assurance that environmental conditions relating to prior,
existing or future sites or other environmental changes will not adversely affect the Company’s financial condition and
results of operations through, for instance, business interruption, cost of remediation or adverse publicity.
Unfavorable changes in, failure to comply with or increased costs to comply with laws and regulations could
adversely affect the Company.
In addition to environmental laws and regulations, the Company is subject to federal, state and local laws and
regulations relating to, among other things, product safety, zoning, land use, workplace safety, public health,
accessibility and restrictions on the sale of various products including alcoholic beverages, tobacco and drugs. The
Company is also subject to laws governing its relationship with employees, including minimumwage requirements,
overtime, labor, working conditions, disabled access and work permit requirements. Compliance with, or changes in,
these laws, as well as passage of new laws and the inability to deal with increased government regulation, could
adversely affect the Company’s financial condition and results of operations.
Unfavorable results of legal proceedings could adversely affect the Company.
The Company is a party in various legal claims and actions considered in the normal course of business including
labor and employment, personal injury, intellectual property and other issues. Although not currently anticipated by
management, the results of pending or future legal proceedings could adversely affect the Company’s financial condition
and results of operations.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
At year end, the Company operated approximately 49.8 million square feet of supermarket space. The Company’s
supermarkets vary in size. Current supermarket prototypes range from28,000 to 61,000 square feet. Supermarkets are
often located in strip shopping centers where the Company is the anchor tenant. The majority of the Company’s
supermarkets are leased. Substantially all of these leases will expire during the next 20 years. However, in the normal
course of business, it is expected that the leases will be renewed or replaced by leases on other properties. Both the
building and land are owned at 134 locations. The building is owned while the land is leased at 53 other locations.
The Company supplies its supermarkets fromeight primary distribution centers located in Lakeland, Miami,
J acksonville, Sarasota, Orlando, Deerfield Beach and Boynton Beach, Florida and Lawrenceville, Georgia. The
Company operates six manufacturing facilities including three dairy plants located in Lakeland and Deerfield Beach,
Florida and Lawrenceville, Georgia, two bakery plants located in Lakeland, Florida and Atlanta, Georgia and a deli
plant located in Lakeland, Florida.
The Company’s corporate offices, primary distribution centers and manufacturing facilities are owned with no
outstanding debt. The Company’s properties are well maintained, in good operating condition and suitable and adequate
for operating its business.
Item 3. Legal Proceedings
The Company is a party in various legal claims and actions considered in the normal course of business. The
Company believes its recorded reserves are adequate in light of the probable and estimable liabilities. The estimated
amount of reasonably possible losses for claims, individually and in the aggregate, is considered to be immaterial. 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 4. Mine Safety Disclosures
Not applicable.
5
Executive Officers of the Company
Served as
Officer of
Company
Name Age Business Experience During Last Five Years Since
J ohn A. Attaway, J r. 54 Senior Vice President, General Counsel and Secretary of the Company. 2000
Hoyt R. Barnett 69 Vice Chairman of the Company and Trustee of the Employee Stock 1977
Ownership Plan.
David E. Bornmann 55 Vice President of the Company. 1998
David E. Bridges 63 Vice President of the Company. 2000
Scott E. Brubaker 54 Vice President of the Company. 2005
J effrey G. Chamberlain 56 Director of Real Estate Strategy of the Company to J anuary 2011, 2011
Vice President thereafter.
William E. Crenshaw 62 President of the Company to March 2008, Chief Executive Officer 1990
thereafter.
J oseph DiBenedetto, J r. 53 Regional Director of Retail Operations of the Company to 2011
J anuary 2011, Vice President thereafter.
G. Gino DiGrazia 50 Vice President of the Company. 2002
Laurie Z. Douglas 49 Senior Vice President and Chief Information Officer of the Company. 2006
David S. Duncan 59 Vice President of the Company. 1999
Sandra J . Estep 53 Vice President of the Company. 2002
William V. Fauerbach 66 Vice President of the Company. 1997
Linda S. Hall 53 Vice President of the Company. 2002
J ohn T. Hrabusa 57 Senior Vice President of the Company. 2004
Mark R. Irby 57 Vice President of the Company. 1989
Randall T. J ones, Sr. 50 Senior Vice President of the Company to March 2008, 2003
President thereafter.
Linda S. Kane 47 Vice President and Assistant Secretary of the Company. 2000
Erik J . Katenkamp 41 Director of Information Systems to J anuary 2013, 2013
Vice President thereafter.
L. Renee Kelly 51 Director of Information Systems to J anuary 2013, 2013
Vice President thereafter.
Thomas G. Larson 56 Director of Information Systems to J anuary 2013, 2013
Vice President thereafter.
Thomas M. McLaughlin 62 Vice President of the Company. 1994
Dale S. Myers 60 Vice President of the Company. 2001
Alfred J . Ottolino 47 Vice President of the Company. 2004
David P. Phillips 53 Chief Financial Officer and Treasurer of the Company. 1990
Charles B. Roskovich, J r. 51 Regional Director of Retail Operations of the Company to 2008
J anuary 2008, Vice President to J anuary 2011, Senior
Vice President to J anuary 2013, Vice President thereafter.
Marc H. Salm 52 Director and Counsel of Risk Management of the Company to 2008
J une 2008, Vice President thereafter.
Richard J . Schuler II 57 Vice President of the Company. 2000
Alison Midili Smith 42 Director of Human Resources to J anuary 2013, 2013
Vice President thereafter.
Michael R. Smith 53 Vice President of the Company. 2005
Steven B. Wellslager 46 Director of Information Systems to J anuary 2013, 2013
Vice President thereafter.
The terms of all officers expire in May 2013 or upon the election of their successors.
6
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
(a) Market Information
The Company’s common stock is not traded on an established securities market. Therefore, substantially all
transactions of the Company’s common stock have been among the Company, its employees, former employees,
their families and the benefit plans established for the Company’s employees. The Company’s common stock is
made available for sale only to the Company’s current employees through the Company’s Employee Stock
Purchase Plan (ESPP) and to participants of the Company’s 401(k) Plan. In addition, common stock is made
available under the Employee Stock Ownership Plan (ESOP). Common stock is also made available for sale to
members of the Company’s Board of Directors through the Non-Employee Directors Stock Purchase Plan
(Directors Plan). The Company currently repurchases common stock subject to certain terms and conditions. The
ESPP, 401(k) Plan, ESOP and Directors Plan each contain provisions prohibiting any transfer for value without
the owner first offering the common stock to the Company. The Company serves as the registrar and stock transfer
agent for its common stock.
Because there is no trading of the Company’s common stock on an established securities market, the market price
of the Company’s common stock is determined by its Board of Directors. As part of the process to determine the
stock value, an independent valuation is obtained. The process includes comparing the Company’s financial results
to those of comparable companies that are publicly traded (comparable publicly traded companies). The purpose
of the process is to determine a value for the Company’s common stock that is comparable to the stock value of
comparable publicly traded companies by considering both the results of the stock market and the relative
financial results of comparable publicly traded companies. The market prices for the Company’s common stock
for 2012 and 2011 were as follows:
2012 2011
J anuary - February $20.20 19.85
March - April 22.40 20.90
May - J uly 22.70 21.65
August - October 22.00 22.05
November - December 22.50 20.20
(b) Approximate Number of Equity Security Holders
As of February 5, 2013, the approximate number of holders of the Company’s common stock was 155,000.
(c) Dividends
The Company paid dividends on its common stock of $0.89 per share in 2012, which included an annual dividend
of $0.59 per share paid in J une 2012 and a semi-annual dividend of $0.30 per share paid in December 2012. The
Company paid an annual dividend on its common stock of $0.53 per share in 2011. Due to the growth of the
Company’s dividend over the last several years, the Company decided to begin paying a semi-annual dividend
rather than an annual dividend. To not delay any dividend payments to the Company’s stockholders, the first semi-
annual dividend was paid on December 3, 2012. Payment of dividends is within the discretion of the Company’s
Board of Directors and depends on, among other factors, net earnings, capital requirements and the financial
condition of the Company. In the future, it is believed that the Company will pay semi-annual dividends that in
total will be comparable to the annual dividend paid in J une 2012.
7
(d) Purchases of Equity Securities by the Issuer
Issuer Purchases of Equity Securities
Shares of common stock repurchased by the Company during the three months ended December 29, 2012 were
as follows (amounts are in thousands, except per share amounts):
Total
Number of Approximate
Shares Dollar Value
Purchased as of Shares
Total Average Part of Publicly that May Yet Be
Number of Price Announced Purchased Under
Shares Paid per Plans or the Plans or
Period Purchased Share Programs
(1)
Programs
(1)
September 30, 2012
through
November 3, 2012 1,873 $22.32 N/A N/A
November 4, 2012
through
December 1, 2012 1,635 22.50 N/A N/A
December 2, 2012
through
December 29, 2012 2,802 22.50 N/A N/A
Total 6,310 $22.45 N/A N/A
(1)
Common stock is made available for sale only to the Company’s current employees through the Company’s ESPP and to participants of the
Company’s 401(k) Plan. In addition, common stock is made available under the ESOP. Common stock is also made available for sale to
members of the Company’s Board of Directors through the Directors Plan. The Company currently repurchases common stock subject to
certain terms and conditions. The ESPP, 401(k) Plan, ESOP and Directors Plan each contain provisions prohibiting any transfer for value
without the owner first offering the common stock to the Company.
The Company’s common stock is not traded on an established securities market. The amount of common stock offered to the Company for
repurchase is not within the control of the Company but is at the discretion of the stockholders. The Company does not believe that these
repurchases of its common stock are within the scope of a publicly announced plan or program(although the terms of the plans discussed
above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three
months ended December 29, 2012 required to be disclosed in the last two columns of the table.
8
(e) Performance Graph
The following performance graph sets forth the Company’s cumulative total stockholder return during the five
years ended December 29, 2012, compared to the cumulative total return on the S&P 500 Index and a custom Peer
Group Index including retail food supermarket companies.
(1)
The Peer Group Index is weighted based on the
various companies’ market capitalization. The comparison assumes $100 was invested at the end of 2007 in the
Company’s common stock and in each of the related indices and assumes reinvestment of dividends.
The Company’s common stock is valued as of the end of each fiscal quarter. After the end of a quarter, however,
shares continue to be traded at the prior valuation until the new valuation is received. The cumulative total return
for the companies represented in the S&P 500 Index and the custom Peer Group Index is based on those
companies’ calendar year end trading price. The following performance graph is based on the Company’s trading
price at fiscal year end based on its market price as of the prior fiscal quarter. Because the Company’s fiscal year
end valuation of the Company’s shares is effective after the date this document is to be filed with the Securities
and Exchange Commission (SEC), a performance graph based on the fiscal year end valuation (market price as of
March 1, 2013) is not presented below. Rather, for comparative purposes, a performance graph based on the fiscal
year end valuation is provided in the 2013 Proxy Statement.
2007 2008 2009 2010 2011 2012
? Publix $100.00 88.00 82.25 102.66 107.02 123.90
? S&P 500 100.00 60.46 79.93 90.98 92.97 106.05
? Peer Group
(1)
100.00 77.47 77.72 78.72 80.85 79.99
(1) Companies included in the Peer Group are: Ahold, Delhaize Group, Kroger, Safeway, Supervalu and Weis Markets. Winn Dixie is no longer
included in the Peer Group due to its acquisition by Bi-Lo in 2012.
50.00
60.00
70.00
80.00
90.00
100.00
110.00
120.00
$130.00
Comparison of Five-Year Cumulative Return Based Upon Year End Trading Price
9
Item 6. Selected Financial Data
2012 2011
(1)
2010 2009 2008
(Amounts are in thousands, except per share amounts and number of supermarkets.)
Sales:
Sales $27,484,766 26,967,389 25,134,054 24,319,716 23,929,064
Percent change 1.9% 7.3% 3.3% 1.6% 4.0%
Comparable store sales
percent change 2.2% 4.1% 2.3% (3.2%) 1.3%
Earnings:
Gross profit
(2)
$ 7,573,782 7,447,019 7,022,611 6,727,037 6,442,241
Earnings before income
tax expense $ 2,302,594 2,261,773 2,039,418 1,774,714 1,651,412
Net earnings $ 1,552,255 1,491,966 1,338,147 1,161,442 1,089,770
Net earnings as a
percent of sales 5.6% 5.5% 5.3% 4.8% 4.6%
Common stock:
Weighted average
shares outstanding 782,553 784,815 786,378 788,835 818,248
Basic and diluted
earnings per share $ 1.98 1.90 1.70 1.47 1.33
Dividends per share $ 0.89
(3)
0.53 0.46 0.41 0.44
Financial data:
Capital expenditures $ 697,112 602,952 468,530 693,489 1,289,707
Working capital $ 928,138 752,464 771,918 469,260 232,809
Current ratio 1.42 1.37 1.37 1.24 1.13
Total assets $12,278,320 11,268,232 10,159,087 9,004,292 8,089,672
Long-term debt (including
current portion) $ 158,472 134,584 149,361 99,326 71,940
Common stock related
to ESOP $ 2,272,963 2,137,217 2,016,696 1,862,350 1,777,153
Total equity $ 9,128,818 8,341,457 7,305,592 6,303,538 5,643,298
Supermarkets 1,069 1,046 1,034 1,014 993
(1)
Fiscal year 2011 includes 53 weeks. All other years include 52 weeks.
(2)
Gross profit represents sales less cost of merchandise sold as reported in the consolidated statements of earnings.
(3)
The Company paid dividends on its common stock of $0.89 per share in 2012, which included an annual dividend of $0.59 per share paid in
J une 2012 and a semi-annual dividend of $0.30 per share paid in December 2012.
10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Company is primarily engaged in the retail food industry, operating supermarkets in Florida, Georgia,
Alabama, South Carolina and Tennessee. The Company has signed leases for supermarket sites in North Carolina
expected to open in 2014. The Company has no other significant lines of business or industry segments. As of
December 29, 2012, the Company operated 1,069 supermarkets including 757 located in Florida, 180 in Georgia, 52
in Alabama, 47 in South Carolina and 33 in Tennessee. In 2012, 31 supermarkets were opened (including 12
replacement supermarkets) and 113 supermarkets were remodeled. Eight supermarkets were closed during 2012. The
Company opened 21 supermarkets in Florida, three in Alabama, three in Tennessee, two in Georgia and two in South
Carolina during 2012. Replacement supermarkets opened in 2012 replaced seven of the supermarkets closed during
the same period and five supermarkets closed in 2011 that were replaced on site. The remaining supermarket closed
in 2012 will not be replaced.
The Company’s revenues are earned and cash is generated as merchandise is sold to customers. Income is
earned by selling merchandise at price levels that produce sales revenues in excess of the cost of merchandise sold
and operating and administrative expenses. The Company has generally been able to increase revenues and net
earnings from year to year. Further, the Company has been able to meet its cash requirements from internally
generated funds without the need to generate cash through debt financing. The Company’s year end cash balances
are significantly impacted by capital expenditures, investment transactions, stock repurchases and dividend
payments.
The Company sells a variety of merchandise to generate revenues. This merchandise includes grocery (including
dairy, produce, deli, bakery, meat and seafood), health and beauty care, general merchandise and other products and
services. Most of the Company’s supermarkets also have pharmacy and floral departments. Merchandise includes a
mix of nationally advertised and private label brands as well as unbranded merchandise such as produce, meat and
seafood. The Company’s private label brands play an increasingly important role in its merchandising strategy.
Operating Environment
The Company is engaged in the highly competitive retail food industry. Competition is based primarily on
quality of goods and service, price, convenience, product mix and store location. In addition, the Company competes
with other retailers for additional retail site locations. The Company competes with retailers as well as other labor
market competitors in attracting and retaining quality employees. The Company’s primary competition throughout
its market areas is with several national and regional traditional supermarket chains, independent supermarkets and
specialty food stores as well as non-traditional competition such as supercenters, membership warehouse clubs, mass
merchandisers, dollar stores, drug stores, restaurants and convenience stores. As a result of the highly competitive
environment, traditional supermarkets, including the Company, face business challenges. There has been a trend in
recent years for traditional supermarkets to lose market share to non-traditional competition. The success of the
Company, in particular its ability to retain its customers, depends on its ability to meet the business challenges
created by this competitive environment.
In order to meet the competitive challenges facing the Company, management continues to focus on the
Company’s core strategies, including customer service, product quality, shopping environment, competitive pricing
and convenient locations. The Company has implemented several strategic business and technology initiatives as
part of the execution of these core strategies. The Company believes these core strategies and related strategic
initiatives differentiate it from its competition and present opportunities for increased market share and sustained
financial growth.
11
Results of Operations
The Company’s fiscal year ends on the last Saturday in December. Fiscal years 2012 and 2010 include 52 weeks and fiscal
year 2011 includes 53 weeks.
Sales
Sales for 2012 were $27.5 billion as compared with $27.0 billion in 2011, an increase of $517.4 million or a 1.9% increase.
After excluding sales of $485.2 million for the extra week in 2011, the Company estimates that its sales increased $420.0
million or 1.6% fromnew supermarkets (excluding replacement supermarkets) and $582.6 million or 2.2% fromcomparable
store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). Sales for supermarkets
that are replaced on site are classified as new supermarket sales since the replacement period for the supermarket is generally
9 to 12 months. Comparable store sales for 2012 increased primarily due to product cost inflation and increased customer counts
resulting froma better, but still difficult, economic climate.
Sales for 2011 were $27.0 billion as compared with $25.1 billion in 2010, an increase of $1,833.3 million or a 7.3%
increase. The Company estimates that its sales increased $485.2 million or 1.9% fromthe additional week in 2011, $317.6
million or 1.3% fromnew supermarkets and $1,030.5 million or 4.1% fromcomparable store sales. Comparable store sales for
2011 increased primarily due to product cost inflation and increased customer counts resulting froma better economic climate.
Sales for 2010 were $25.1 billion as compared with $24.3 billion in 2009, an increase of $814.3 million or a 3.3% increase.
The Company estimates that its sales increased $254.9 million or 1.0% fromnew supermarkets and $559.4 million or 2.3%
fromcomparable store sales. Comparable store sales for 2010 increased primarily due to increased customer counts resulting
froma better economic climate.
Gross profit
Gross profit (sales less cost of merchandise sold) as a percentage of sales was 27.6%, 27.6% and 27.9% in 2012, 2011 and
2010, respectively. Excluding the last-in, first-out (LIFO) reserve effect of $28.4 million, $67.1 million and $14.1 million in
2012, 2011 and 2010, respectively, gross profit as a percentage of sales would have been 27.7%, 27.9% and 28.0% in 2012,
2011 and 2010, respectively. After excluding the LIFO reserve effect, the decreases in gross profit as a percentage of sales for
2012 as compared with 2011 and for 2011 as compared with 2010 were primarily due to product cost increases, some of which
were not passed on to customers.
Operating and administrative expenses
Operating and administrative expenses as a percentage of sales were 20.5%, 20.5% and 21.1% in 2012, 2011 and 2010,
respectively. After excluding the effect of the incremental sales fromthe additional week in 2011, operating and administrative
expenses as a percentage of sales would have been 20.9%. The decrease in operating and administrative expenses as a
percentage of sales for 2012 as compared with 2011 was primarily due to a decrease in payroll as a percentage of sales primarily
due to more effective scheduling. After excluding the effect of the incremental sales for the additional week in 2011, operating
and administrative expenses as a percentage of sales for 2011 as compared with 2010 remained relatively unchanged.
Investment income, net
Investment income, net was $88.4 million, $93.0 million and $91.8 million in 2012, 2011 and 2010, respectively. The
decrease in investment income, net for 2012 as compared with 2011 was primarily due to a decrease in realized gains on the sale
of equity securities partially offset by a decrease in other-than-temporary impairment (OTTI) losses on equity securities and an
increase in dividend income. The increase in investment income, net for 2011 as compared with 2010 was primarily due to an
increase in dividend income partially offset by OTTI losses on equity securities.
There were no OTTI losses on available-for-sale (AFS) securities in 2012 and 2010. The Company recorded OTTI losses
on equity securities of $6.1 million in 2011. There were no OTTI losses on debt securities in 2011.
Other income, net
Other income, net was $48.9 million, $33.9 million and $26.3 million in 2012, 2011 and 2010, respectively. The increase
in other income, net for 2012 as compared with 2011 was primarily due to a settlement received fromcredit card companies.
Income taxes
The effective income tax rate was 32.6%, 34.0% and 34.4% in 2012, 2011 and 2010, respectively. The decrease in the
effective income tax rate for 2012 as compared with 2011 was primarily due to an increase in dividends paid to ESOP
participants due to the payment of the semi-annual dividend, as noted in Dividends below. The decrease in the effective income
tax rate for 2011 as compared with 2010 was primarily due to increases in dividends paid to ESOP participants and jobs tax
credits.
12
Net earnings
Net earnings were $1,552.3 million or $1.98 per share, $1,492.0 million or $1.90 per share and $1,338.1 million or $1.70
per share for 2012, 2011 and 2010, respectively. Net earnings as a percentage of sales were 5.6%, 5.5% and 5.3% for 2012,
2011 and 2010, respectively. The increase in net earnings as a percentage of sales for 2012 as compared with 2011 was
primarily due to the decrease in the effective income tax rate, as noted above. The increase in net earnings as a percentage of
sales for 2011 as compared with 2010 was primarily due to incremental sales fromthe additional week in 2011 partially offset
by the decrease in gross profit as a percentage of sales, as noted above.
Liquidity and Capital Resources
Cash and cash equivalents, short-term investments and long-term investments totaled $5,370.5 million as of
December 29, 2012, as compared with $4,620.1 million as of December 31, 2011. This increase is primarily due to
the Company generating cash in excess of the amount needed for current operations and the timing of payments,
particularly for merchandise, partially offset by the additional dividend paid in December 2012 to transition from an
annual to a semi-annual dividend.
Net cash provided by operating activities
Net cash provided by operating activities was $2,604.2 million for 2012, as compared with $2,341.2 million and
$2,266.0 million for 2011 and 2010, respectively. The increase in cash provided by operating activities for 2012 as
compared with 2011 was primarily due to the timing of payments, particularly for merchandise. The increase in cash
provided by operating activities for 2011 as compared with 2010 was primarily due to an increase in net earnings of
$153.8 million. 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
Net cash used in investing activities was $1,563.6 million for 2012, as compared with $1,819.4 million and
$1,408.7 million for 2011 and 2010, respectively. The primary use of net cash in investing activities for 2012 was
funding capital expenditures and net increases in investment securities. Capital expenditures for 2012 totaled $697.1
million. These expenditures were incurred in connection with the opening of 31 new supermarkets (including 12
replacement supermarkets) and remodeling 113 supermarkets. Eight supermarkets were closed during 2012.
Replacement supermarkets opened in 2012 replaced seven of the supermarkets closed during the same period and
five supermarkets closed in 2011 that were replaced on site. The remaining supermarket closed in 2012 will not be
replaced. New supermarkets added 1.1 million square feet in 2012, an increase of 2.3%. Expenditures were also
incurred for the acquisition of shopping centers with the Company as the anchor tenant, the expansion of warehouses
and new or enhanced information technology hardware and applications. For the same period, the payment for
investments, net of the proceeds from the sale and maturity of such investments, was $871.9 million.
The primary use of net cash in investing activities for 2011 was funding capital expenditures and net increases in
investment securities. Capital expenditures for 2011 totaled $603.0 million. These expenditures were incurred in
connection with the opening of 29 new supermarkets (including 11 replacement supermarkets) and remodeling 126
supermarkets. Seventeen supermarkets were closed during 2011. Replacement supermarkets opened in 2011
replaced 11 of the 17 supermarkets closed during the same period. Five of the supermarkets closed in 2011 were
replaced on site in 2012. The remaining supermarket closed in 2011 was not replaced. New supermarkets added 0.6
million square feet in 2011, an increase of 1.3%. Expenditures were also incurred for the acquisition of shopping
centers with the Company as the anchor tenant and new or enhanced information technology hardware and
applications. For the same period, the payment for investments, net of the proceeds from the sale and maturity of
such investments, was $1,221.7 million.
The primary use of net cash in investing activities for 2010 was funding capital expenditures and net increases in
investment securities. Capital expenditures for 2010 totaled $468.5 million. These expenditures were incurred in
connection with the opening of 41 new supermarkets (including 21 replacement supermarkets) and remodeling 115
supermarkets. Twenty-one supermarkets were closed during 2010. Replacement supermarkets opened in 2010
replaced 19 of the 21 supermarkets closed during the same period and two supermarkets closed in 2009. The
remaining two supermarkets closed in 2010 were not replaced. New supermarkets opened included five of the
remaining Florida supermarket locations acquired from Albertson’s LLC not opened in 2008 or 2009. New
supermarkets added 1.1 million square feet in 2010, an increase of 2.4%. Expenditures were also incurred for new or
enhanced information technology hardware and applications. For the same period, the payment for investments, net
of the proceeds from the sale and maturity of such investments, was $943.0 million.
13
Capital expenditure projection
In 2013, the Company plans to open 24 supermarkets. Although real estate development is unpredictable, the
Company’s 2013 new store growth represents a reasonable estimate of anticipated future growth. Capital
expenditures for 2013 are expected to be approximately $810 million, primarily consisting of new supermarkets,
remodeling certain existing supermarkets, construction of new or expansion of existing warehouses, new or
enhanced information technology hardware and applications and acquisition of certain shopping centers with the
Company as the anchor tenant. The shopping center acquisitions are financed with internally generated funds and
assumed debt, if prepayment penalties for the debt are determined to be significant. This capital program is subject
to continuing change and review. In the normal course of operations, the Company replaces supermarkets and closes
supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not
expected to be material.
Net cash used in financing activities
Net cash used in financing activities was $1,070.1 million in 2012, as compared with $760.8 million and $621.9
million in 2011 and 2010, respectively. The increase in cash used in financing activities for 2012 as compared with
2011 was primarily due to an increase in net common stock repurchases and the payment of the semi-annual
dividend, as noted in Dividends below. Net common stock repurchases totaled $354.4 million in 2012, as compared
with $291.3 million and $257.3 million in 2011 and 2010, respectively. The Company currently repurchases
common stock at the stockholders’ request in accordance with the terms of the Company’s ESPP, 401(k) Plan, ESOP
and Directors Plan. The amount of common stock offered to the Company for repurchase is not within the control of
the Company, but is at the discretion of the stockholders. The Company expects to continue to repurchase its
common stock, as offered by its stockholders from time to time, at its then current value for amounts similar to those
in prior years. However, with the exception of certain shares distributed from the ESOP, such purchases are not
required and the Company retains the right to discontinue them at any time.
Dividends
The Company paid dividends on its common stock of $0.89 per share or $698.7 million, $0.53 per share or
$418.7 million and $0.46 per share or $364.1 million in 2012, 2011 and 2010, respectively. The increase in
dividends paid for 2012 as compared with 2011 is primarily due to the payment of the first semi-annual dividend of
$0.30 per share or $234.1 million, paid on December 3, 2012. Due to the growth of the Company’s dividend over
the last several years, the Company decided to begin paying a semi-annual dividend rather than an annual dividend.
To not delay any dividend payments to the Company’s stockholders, the first semi-annual dividend was paid on
December 3, 2012.
Cash requirements
In 2013, the cash requirements for current operations, capital expenditures, common stock repurchases and
dividend payments are expected to be financed by internally generated funds or liquid assets. Based on the
Company’s financial position, it is expected that short-term and long-term borrowings would be available to support
the Company’s liquidity requirements, if needed.
14
Contractual Obligations
Following is a summary of contractual obligations as of December 29, 2012:
Payments Due by Period
2014- 2016- There-
Total 2013 2015 2017 after
(Amounts are in thousands)
Contractual obligations:
Operating leases
(1)
$4,215,456 426,665 782,172 682,269 2,324,350
Purchase obligations
(2)(3)(4)
1,923,043 897,873 308,340 178,504 538,326
Other long-term liabilities:
Self-insurance reserves
(5)
351,726 138,998 94,157 38,106 80,465
Accrued postretirement benefit cost
(6)
121,021 4,300 9,362 10,278 97,081
Long-term debt
(7)
158,472 5,018 80,116 57,128 16,210
Other 16,293 500 531 471 14,791
Total $6,786,011 1,473,354 1,274,678 966,756 3,071,223
Off-Balance Sheet Arrangements
The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a
current or future effect on the Company’s financial condition, results of operations or cash flows.
(1)
For a more detailed description of the operating lease obligations, refer to Note 8(a) Commitments and Contingencies - Operating Leases in
the Notes to Consolidated Financial Statements.
(2)
Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on the Company and that
specify all significant terms, including fixed or minimumquantities to be purchased, fixed, minimumor variable price provisions and the
approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable within 30 days without penalty.
(3)
As of December 29, 2012, the Company had $7.5 million outstanding in trade letters of credit and $10.2 million in standby letters of credit
to support certain of these purchase obligations.
(4)
Purchase obligations include $1,026.8 million in real estate taxes, insurance and maintenance commitments related to operating leases. The
actual amounts to be paid are variable and have been estimated based on current costs.
(5)
As of December 29, 2012, the Company had a restricted trust account in the amount of $170.0 million for the benefit of the Company’s
insurance carrier to support this obligation.
(6)
For a more detailed description of the postretirement benefit obligations, refer to Note 5 Postretirement Benefits in the Notes to Consolidated
Financial Statements.
(7)
For a more detailed description of the long-termdebt obligations, refer to Note 4 Consolidation of J oint Ventures and Long-TermDebt in
the Notes to Consolidated Financial Statements.
15
Critical Accounting Policies
The Company’s discussion and analysis of its financial condition and results of operations are based upon the
Company’s consolidated financial statements, which have been prepared in accordance with U.S. generally accepted
accounting principles. The preparation of these financial statements 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 fromthose estimates. The Company’s significant accounting policies are described in Note 1 in the
Notes to Consolidated Financial Statements. The Company believes the following critical accounting policies reflect its
more significant judgments and estimates used in the preparation of its consolidated financial statements.
Inventories
Inventories are valued at the lower of cost or market. The cost for 84% of inventories was determined using the dollar
value LIFO method as of December 29, 2012 and December 31, 2011. Under this method, inventory is stated at cost, which
is determined by applying a cost-to-retail ratio to each similar merchandise category’s ending retail value. The cost of the
remaining inventories was determined using the first-in, first-out (FIFO) method. The FIFO cost of inventory approximates
replacement or current cost. The FIFO method is used to value manufactured, seasonal, certain perishable and other
miscellaneous inventory items because of fluctuating costs and inconsistent product availability. The Company also reduces
inventory for estimated losses related to shrink.
Investments
All of the Company’s debt and equity securities are classified as AFS and carried at fair value. The Company evaluates
whether AFS securities are OTTI based on criteria that include the extent to which cost exceeds market value, the duration
of the market decline, the credit rating of the issuer or security, the failure of the issuer to make scheduled principal or
interest payments and the financial health and prospects of the issuer or security. Declines in the value of AFS securities
determined to be OTTI are recognized in earnings and reported as OTTI losses, while declines in the value of AFS
securities determined to be temporary are reported, net of tax, as other comprehensive losses and included as a component
of stockholders’ equity. If market or issuer conditions decline, the Company may incur future impairments.
Debt securities with unrealized losses are considered OTTI if the Company intends to sell the debt security or if the
Company will be required to sell the debt security prior to any anticipated recovery. If the Company determines that a debt
security is OTTI under these circumstances, the impairment recognized in earnings is measured as the difference between
the amortized cost and the current fair value. A debt security is also determined to be OTTI if the Company does not expect
to recover the amortized cost of the debt security. However, in this circumstance, if the Company does not intend to sell the
debt security and will not be required to sell the debt security, the impairment recognized in earnings equals the estimated
credit loss as measured by the difference between the present value of expected cash flows and the amortized cost of the
debt security. Expected cash flows are discounted using the debt security’s effective interest rate. Debt securities held by the
Company at year end primarily consisted of corporate, state and municipality issued bonds and collateralized mortgage
obligations with high credit ratings; therefore, the Company believes the credit risk is low. The Company believes a one
percentage point increase in long-terminterest rates, or 100 basis points, would result in an immaterial unrealized loss on its
debt securities. Since the Company does not intend to sell its debt securities or will likely not be required to sell its debt
securities prior to any anticipated recovery, such a theoretical temporary unrealized loss would impact comprehensive
earnings, but not net earnings or cash flows.
Equity securities held by the Company are subject to equity price risk that results fromfluctuations in quoted market
prices as of the balance sheet date. Market price fluctuations may result fromperceived changes in the underlying economic
characteristics of the issuer, the relative price of alternative investments and general market conditions. An equity security is
determined to be OTTI if the Company does not expect to recover the cost of the equity security. A theoretical decrease of
10% in the value of the Company’s equity securities would result in an immaterial decrease in the value of long-term
investments.
Property, Plant and Equipment and Depreciation
Assets are recorded at cost and are depreciated using the straight-line method over their estimated useful lives or the
terms of their leases, if shorter, as follows: buildings and improvements are at 10 – 40 years, furniture, fixtures and
equipment are at 3 – 20 years and leasehold improvements are at 5 – 40 years. The Company considers lease renewals in the
useful life of its leasehold improvements when such renewals are reasonably assured.
16
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that
the net book value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the net book value of an asset to the future net undiscounted cash flows expected to be generated by the asset.
An impairment loss is recorded for the excess of the net book value over the fair value of the asset impaired. The fair value
is estimated based on expected discounted future cash flows. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less cost to sell and are no longer depreciated. Long-lived assets, including buildings and
improvements, leasehold improvements, and furniture, fixtures and equipment are evaluated for impairment at the
supermarket level.
The Company’s judgment regarding the existence of circumstances that indicate the potential impairment of an asset’s
net book value is based on several factors, including the decision to close a supermarket or a decline in operating cash flows.
The variability of these factors depends on a number of conditions, including uncertainty about future events and general
economic conditions; therefore, the Company’s accounting estimates may change fromperiod to period. These factors
could cause the Company to conclude that a potential impairment exists, and the applicable impairment tests could result in
a determination that the value of long-lived assets is impaired, resulting in a write-down of the long-lived assets. The
Company attempts to select supermarket sites that will achieve the forecasted operating results. To the extent the Company’s
assets are maintained in good condition and the forecasted operating results of the supermarkets are achieved, it is relatively
unlikely that future assessments of recoverability would result in impairment charges that would have a material effect on
the Company’s financial condition and results of operations. There were no material changes in the estimates or assumptions
related to the impairment of long-lived assets in 2012.
Cost of Merchandise Sold
Cost of merchandise sold includes costs of inventory and costs related to in-store production. Cost of merchandise sold
also includes inbound freight charges, purchasing and receiving costs, warehousing costs and other costs of the Company’s
distribution network.
Vendor allowances and credits, including cooperative advertising fees, received froma vendor in connection with the
purchase or promotion of the vendor’s products are recognized as a reduction of cost of merchandise sold as earned. These
allowances and credits are recognized as earned in accordance with the underlying agreement with the vendor and
completion of the earnings process. Short-termvendor agreements with advance payment provisions are recorded as a
current liability and are recognized over the appropriate period as earned according to the underlying agreements. Long-
termvendor agreements with advance payment provisions are recorded as a noncurrent liability and are recognized over the
appropriate period as earned according to the underlying agreements.
Self-Insurance
The Company is self insured for health care claims and property, plant and equipment losses. The Company has
insurance coverage for losses in excess of self-insurance limits for fleet liability, general liability and workers’ compensation
claims. Historically, it has been infrequent for incurred claims to exceed these self-insurance limits.
Self-insurance reserves are established for health care, fleet liability, general liability and workers’ compensation
claims. These reserves are determined based on actual claims experience and an estimate of claims incurred but not reported
including, where necessary, actuarial studies. The Company believes that the use of actuarial studies to determine self-
insurance reserves represents a consistent method of measuring these subjective estimates. Actuarial projections of losses for
general liability and workers’ compensation claims are discounted and subject to variability. The causes of variability
include, but are not limited to, such factors as future interest and inflation rates, future economic conditions, claims
experience, litigation trends and benefit level changes. The Company believes a one percentage point change in the discount
rate, or 100 basis points, would result in an immaterial change in the Company’s self-insurance reserves.
17
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, the following: competitive practices and pricing in the food and drug industries generally and
particularly in the Company’s principal markets; results of programs to increase sales, including private-label sales;
results of programs to control or reduce costs; changes in buying, pricing and promotional practices; changes in
shrink management; changes in the general economy; changes in consumer spending; changes in population,
employment and job growth in the Company’s principal markets; and other factors affecting the Company’s business
within 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, increases in operating costs including, but not limited to, labor costs, credit card fees and
utility costs, particularly electric rates, ability to construct new supermarkets 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 publicly update these forward-looking statements.
18
Item 7A. 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’s cash equivalents and short-term investments are subject to three market risks, namely: interest
rate risk, credit risk and secondary market risk. Most of the cash equivalents and short-term investments are held in
money market investments and debt securities that mature in less than one year. Due to the quality of the short-term
investments held, the Company does not expect the valuation of these investments to be significantly impacted by
future market conditions.
The Company’s long-term investments consist of debt and equity securities that are classified as AFS and
carried at fair value. The Company evaluates whether AFS securities are OTTI based on criteria that include the
extent to which cost exceeds market value, the duration of the market decline, the credit rating of the issuer or
security, the failure of the issuer to make scheduled principal or interest payments and the financial health and
prospects of the issuer or security. Declines in the value of AFS securities determined to be OTTI are recognized in
earnings and reported as OTTI, while declines in the value of AFS securities determined to be temporary are
reported, net of tax, as other comprehensive losses and included as a component of stockholders’ equity. If market or
issuer conditions decline, the Company may incur future impairments.
Debt securities are subject to both interest rate risk and credit risk. Debt securities with unrealized losses are
considered OTTI if the Company intends to sell the debt security or if the Company will be required to sell the debt
security prior to any anticipated recovery. If the Company determines that a debt security is OTTI under these
circumstances, the impairment recognized in earnings is measured as the difference between the amortized cost and
the current fair value. A debt security is also determined to be OTTI if the Company does not expect to recover the
amortized cost of the debt security. However, in this circumstance, if the Company does not intend to sell the debt
security and will not be required to sell the debt security, the impairment recognized in earnings equals the estimated
credit loss as measured by the difference between the present value of expected cash flows and the amortized cost of
the debt security. Expected cash flows are discounted using the debt security’s effective interest rate. Debt securities
held by the Company at year end primarily consisted of corporate, state and municipality issued bonds and
collateralized mortgage obligations with high credit ratings; therefore, the Company believes the credit risk is low.
The Company believes a one percentage point increase in long-term interest rates, or 100 basis points, would result
in an immaterial unrealized loss on its debt securities. Since the Company does not intend to sell its debt securities or
will likely not be required to sell its debt securities prior to any anticipated recovery, such a theoretical temporary
unrealized loss would impact comprehensive earnings, but not net earnings or cash flows.
Equity securities held by the Company are subject to equity price risk that results from fluctuations in quoted
market prices as of the balance sheet date. Market price fluctuations may result from perceived changes in the
underlying economic characteristics of the issuer, the relative price of alternative investments and general market
conditions. An equity security is determined to be OTTI if the Company does not expect to recover the cost of the
equity security. A theoretical decrease of 10% in the value of the Company’s equity securities would result in an
immaterial decrease in the value of long-term investments.
19
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934).
The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. Because of inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 29, 2012. In making this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on this
assessment and these criteria, management believes that the Company’s internal control over financial reporting was
effective as of December 29, 2012.
20
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Schedule
Page
Report of Independent Registered Public Accounting Firm 21
Consolidated Financial Statements:
Consolidated Balance Sheets – December 29, 2012 and December 31, 2011 22
Consolidated Statements of Earnings – Years ended December 29, 2012, December 31, 2011
and December 25, 2010 24
Consolidated Statements of Comprehensive Earnings – Years ended December 29, 2012,
December 31, 2011 and December 25, 2010 25
Consolidated Statements of Cash Flows – Years ended December 29, 2012, December 31, 2011
and December 25, 2010 26
Consolidated Statements of Stockholders’ Equity – Years ended December 29, 2012,
December 31, 2011 and December 25, 2010 28
Notes to Consolidated Financial Statements 29
The following consolidated financial statement schedule of the Company for the years ended
December 29, 2012, December 31, 2011 and December 25, 2010 is submitted herewith:
Schedule II – Valuation and Qualifying Accounts 42
All other schedules are omitted as the required information is inapplicable or the information is
presented in the financial statements or related notes.
21
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Publix Super Markets, Inc.:
We have audited the accompanying consolidated balance sheets of Publix Super Markets, Inc. and subsidiaries as of
December 29, 2012 and December 31, 2011, and the related consolidated statements of earnings, comprehensive
earnings, cash flows and stockholders’ equity for each of the years in the three-year period ended December 29,
2012. In connection with our audits of the consolidated financial statements, we also have audited the financial
statement schedule listed in the accompanying index. These consolidated financial statements and financial statement
schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). 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 consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Publix Super Markets, Inc. and subsidiaries as of December 29, 2012 and December 31, 2011,
and the results of their operations and their cash flows for each of the years in the three-year period ended
December 29, 2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the
related financial statement schedule, when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set forth therein.
KPMG LLP
Tampa, Florida
February 28, 2013
Certified Public Accountants
See accompanying notes to consolidated financial statements.
22
PUBLIX SUPER MARKETS, INC.
Consolidated Balance Sheets
December 29, 2012 and
December 31, 2011
Assets 2012 2011
(Amounts are in thousands)
Current assets:
Cash and cash equivalents $ 337,400 366,853
Short-term investments 797,260 447,972
Trade receivables 519,137 542,990
Merchandise inventories 1,409,367 1,361,709
Deferred tax assets 57,834 59,400
Prepaid expenses 28,124 24,316
Total current assets 3,149,122 2,803,240
Long-term investments 4,235,846 3,805,283
Other noncurrent assets 202,636 171,179
Property, plant and equipment:
Land 688,812 592,843
Buildings and improvements 2,249,176 2,062,833
Furniture, fixtures and equipment 4,587,883 4,540,988
Leasehold improvements 1,385,823 1,321,646
Construction in progress 67,775 103,006
8,979,469 8,621,316
Accumulated depreciation (4,288,753) (4,132,786)
Net property, plant and equipment 4,690,716 4,488,530
$12,278,320 11,268,232
23
Liabilities and Equity 2012 2011
(Amounts are in thousands,
except par value)
Current liabilities:
Accounts payable $ 1,306,996 1,133,120
Accrued expenses:
Contribution to retirement plans 430,395 405,818
Self-insurance reserves 138,998 125,569
Salaries and wages 109,091 110,207
Other 230,486 221,713
Current portion of long-term debt 5,018 15,124
Federal and state income taxes --- 39,225
Total current liabilities 2,220,984 2,050,776
Deferred tax liabilities 327,294 316,802
Self-insurance reserves 212,728 219,660
Accrued postretirement benefit cost 116,721 103,595
Long-term debt 153,454 119,460
Other noncurrent liabilities 118,321 116,482
Total liabilities 3,149,502 2,926,775
Common stock related to Employee
Stock Ownership Plan (ESOP) 2,272,963 2,137,217
Stockholders’ equity:
Common stock of $1 par value. Authorized 1,000,000
shares; issued and outstanding 776,094 shares in
2012 and 779,675 shares in 2011 776,094 779,675
Additional paid-in capital 1,627,258 1,354,881
Retained earnings 6,640,538 6,131,193
Accumulated other comprehensive earnings 38,289 30,261
Common stock related to ESOP (2,272,963) (2,137,217)
Total stockholders’ equity 6,809,216 6,158,793
Noncontrolling interests 46,639 45,447
Total equity 9,128,818 8,341,457
Commitments and contingencies --- ---
$12,278,320 11,268,232
See accompanying notes to consolidated financial statements.
24
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Earnings
Years ended December 29, 2012, December 31, 2011
and December 25, 2010
2012 2011 2010
(Amounts are in thousands, except per share amounts)
Revenues:
Sales $27,484,766 26,967,389 25,134,054
Other operating income 222,006 211,375 194,000
Total revenues 27,706,772 27,178,764 25,328,054
Costs and expenses:
Cost of merchandise sold 19,910,984 19,520,370 18,111,443
Operating and administrative expenses 5,630,537 5,523,469 5,295,287
Total costs and expenses 25,541,521 25,043,839 23,406,730
Operating profit 2,165,251 2,134,925 1,921,324
Investment income 88,449 99,039 91,835
Other-than-temporary impairment losses --- (6,082) ---
Investment income, net 88,449 92,957 91,835
Other income, net 48,894 33,891 26,259
Earnings before income tax expense 2,302,594 2,261,773 2,039,418
Income tax expense 750,339 769,807 701,271
Net earnings $ 1,552,255 1,491,966 1,338,147
Weighted average shares outstanding 782,553 784,815 786,378
Basic and diluted earnings per share $ 1.98 1.90 1.70
See accompanying notes to consolidated financial statements.
25
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Comprehensive Earnings
Years ended December 29, 2012, December 31, 2011
and December 25, 2010
2012 2011 2010
(Amounts are in thousands)
Net earnings $1,552,255 1,491,966 1,338,147
Other comprehensive earnings (losses):
Unrealized gain on available-for-sale
(AFS) securities, net of tax effect
of $12,567, $6,324 and $8,251
in 2012, 2011 and 2010, respectively 19,956 10,041 13,102
Reclassification adjustment for net
realized gain on AFS securities,
net of tax effect of ($4,013), ($7,684) and
($9,473) in 2012, 2011 and 2010,
respectively (6,373) (12,202) (15,043)
Adjustment to postretirement benefit
plan obligation, net of tax effect of
($3,498), ($3,655) and ($1,913) in 2012,
2011 and 2010, respectively (5,555) (5,804) (3,038)
Comprehensive earnings $1,560,283 1,484,001 1,333,168
See accompanying notes to consolidated financial statements.
26
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Cash Flows
Years ended December 29, 2012, December 31, 2011
and December 25, 2010
2012 2011 2010
(Amounts are in thousands)
Cash flows from operating activities:
Cash received from customers $27,579,893 26,980,492 25,209,753
Cash paid to employees and suppliers (24,279,245) (24,024,194) (22,253,046)
Income taxes paid (785,147) (658,213) (686,037)
Self-insured claims paid (293,359) (285,362) (274,305)
Dividends and interest received 182,025 139,727 95,794
Other operating cash receipts 214,022 203,112 184,760
Other operating cash payments (13,982) (14,375) (10,951)
Net cash provided by operating
activities 2,604,207 2,341,187 2,265,968
Cash flows from investing activities:
Payment for capital expenditures (697,112) (602,952) (468,530)
Proceeds from sale of property, plant
and equipment 5,503 5,312 2,815
Payment for investments (1,882,223) (2,062,775) (1,598,759)
Proceeds from sale and maturity of
investments 1,010,277 841,028 655,799
Net cash used in investing activities (1,563,555) (1,819,387) (1,408,675)
Cash flows from financing activities:
Payment for acquisition of common stock (551,816) (497,570) (436,224)
Proceeds from sale of common stock 197,448 206,245 178,914
Dividends paid (698,652) (418,680) (364,087)
Repayments of long-term debt (18,277) (49,076) (10,875)
Other, net 1,192 (1,767) 10,364
Net cash used in financing activities (1,070,105) (760,848) (621,908)
Net (decrease) increase in cash
and cash equivalents (29,453) (239,048) 235,385
Cash and cash equivalents at beginning
of year 366,853 605,901 370,516
Cash and cash equivalents at end of year $ 337,400 366,853 605,901
27
2012 2011 2010
(Amounts are in thousands)
Reconciliation of net earnings to net cash
provided by operating activities:
Net earnings $1,552,255 1,491,966 1,338,147
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 493,239 492,639 507,341
Increase in LIFO reserve 28,419 67,145 14,124
Retirement contributions paid or payable
in common stock 304,285 291,240 275,547
Deferred income taxes 7,002 95,848 20,722
Loss on disposal and impairment of property,
plant and equipment 24,855 13,734 19,896
Gain on AFS securities (10,386) (19,886) (24,516)
Net amortization of investments 108,300 80,890 48,113
Change in operating assets and liabilities
providing (requiring) cash:
Trade receivables 22,517 (50,782) 16,165
Merchandise inventories (76,077) (70,277) 12,121
Prepaid expenses and other
noncurrent assets (3,374) (15,635) (8,054)
Accounts payable and accrued expenses 181,916 (51,741) 63,852
Self-insurance reserves 6,497 9,762 (13,494)
Federal and state income taxes (41,153) 15,763 (5,113)
Other noncurrent liabilities 5,912 (9,479) 1,117
Total adjustments 1,051,952 849,221 927,821
Net cash provided by operating activities $2,604,207 2,341,187 2,265,968
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Stockholders’ Equity
Years ended December 29, 2012, December 31, 2011
and December 25, 2010
See accompanying notes to consolidated financial statements.
28
Common
Stock Accumulated
(Acquired Other Common Total
Additional from) Sold Comprehensive Stock Stock-
Common Paid-in Retained to Stock- Earnings Related holders’
Stock Capital Earnings holders (Losses) to ESOP Equity
(Amounts are in thousands, except per share amounts)
Balances at December 26, 2009 $780,566 837,969 4,637,884 --- 43,205 (1,862,350) 4,437,274
Comprehensive earnings --- --- 1,338,147 --- (4,979) --- 1,333,168
Dividends, $0.46 per share --- --- (364,087) --- --- --- (364,087)
Contribution of 14,363 shares
to retirement plans 12,968 214,414 --- 21,813 --- --- 249,195
Acquired 23,731 shares
from stockholders --- --- --- (436,224) --- --- (436,224)
Sale of 9,771 shares to
stockholders 2,255 39,625 --- 137,034 --- --- 178,914
Retirement of 14,820 shares (14,820) --- (262,557) 277,377 --- --- ---
Change for ESOP related shares --- --- --- --- --- (154,346) (154,346)
Balances at December 25, 2010 780,969 1,092,008 5,349,387 --- 38,226 (2,016,696) 5,243,894
Comprehensive earnings --- --- 1,491,966 --- (7,965) --- 1,484,001
Dividends, $0.53 per share --- --- (418,680) --- --- --- (418,680)
Contribution of 12,508 shares
to retirement plans 10,064 202,761 --- 48,599 --- --- 261,424
Acquired 23,513 shares
from stockholders --- --- --- (497,570) --- --- (497,570)
Sale of 9,711 shares to
stockholders 2,920 60,112 --- 143,213 --- --- 206,245
Retirement of 14,278 shares (14,278) --- (291,480) 305,758 --- --- ---
Change for ESOP related shares --- --- --- --- --- (120,521) (120,521)
Balances at December 31, 2011 779,675 1,354,881 6,131,193 --- 30,261 (2,137,217) 6,158,793
Comprehensive earnings --- --- 1,552,255 --- 8,028 --- 1,560,283
Dividends, $0.89 per share --- --- (698,652) --- --- --- (698,652)
Contribution of 12,451 shares
to retirement plans 9,845 216,232 --- 52,829 --- --- 278,906
Acquired 24,889 shares
from stockholders --- --- --- (551,816) --- --- (551,816)
Sale of 8,857 shares to
stockholders 2,650 56,145 --- 138,653 --- --- 197,448
Retirement of 16,076 shares (16,076) --- (344,258) 360,334 --- --- ---
Change for ESOP related shares --- --- --- --- --- (135,746) (135,746)
Balances at December 29, 2012 $776,094 1,627,258 6,640,538 --- 38,289 (2,272,963) 6,809,216
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
29
(1) Summary of Significant Accounting Policies
(a) Business
Publix Super Markets, Inc. and its wholly owned subsidiaries (the Company) are in the primary business of
operating retail food supermarkets in Florida, Georgia, Alabama, South Carolina and Tennessee. The Company
has signed leases for supermarket sites in North Carolina expected to open in 2014. The Company was
founded in 1930 and later merged into another corporation that was originally incorporated in 1921. The
Company has no other significant lines of business or industry segments. See percentage of consolidated sales
by merchandise category on page 1.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and
certain joint ventures in which the Company has a controlling financial interest. All significant intercompany
balances and transactions are eliminated in consolidation.
(c) Fiscal Year
The Company’s fiscal year ends on the last Saturday in December. Fiscal years 2012 and 2010 include 52 weeks.
Fiscal year 2011 includes 53 weeks.
(d) Cash Equivalents
The Company considers all liquid investments with maturities of three months or less to be cash equivalents.
(e) Trade Receivables
Trade receivables primarily include amounts due fromvendor allowances, debit and credit card sales and third
party insurance pharmacy billings.
(f) Inventories
Inventories are valued at the lower of cost or market. The cost for 84% of inventories was determined using the
dollar value last-in, first-out method as of December 29, 2012 and December 31, 2011. The cost of the remaining
inventories was determined using the first-in, first-out (FIFO) method. The FIFO cost of inventory approximates
replacement or current cost. The FIFO method is used to value manufactured, seasonal, certain perishable and
other miscellaneous inventory items because of fluctuating costs and inconsistent product availability. The
Company also reduces inventory for estimated losses related to shrink. If the FIFO method of valuing inventories
had been used by the Company to value all inventories, then inventories and current assets would have been higher
than reported by $374,977,000 and $346,558,000 as of December 29, 2012 and December 31, 2011, respectively.
(g) Investments
All of the Company’s debt and equity securities are classified as available-for-sale (AFS) and are carried at fair
value. The Company evaluates whether AFS securities are other-than-temporarily impaired (OTTI) based on
criteria that include the extent to which cost exceeds market value, the duration of the market value decline, the
credit rating of the issuer or security, the failure of the issuer to make scheduled principal or interest payments and
the financial health and prospects of the issuer or security.
Declines in the value of AFS securities determined to be OTTI are recognized in earnings and reported as OTTI
losses. Debt securities with unrealized losses are considered OTTI if the Company intends to sell the debt security
or if the Company will be required to sell the debt security prior to any anticipated recovery. If the Company
determines that a debt security is OTTI under these circumstances, the impairment recognized in earnings is
measured as the difference between the amortized cost and the current fair value. A debt security is also
determined to be OTTI if the Company does not expect to recover the amortized cost of the debt security.
However, in this circumstance, if the Company does not intend to sell the debt security and will not be required to
sell the debt security, the impairment recognized in earnings equals the estimated credit loss as measured by the
difference between the present value of expected cash flows and the amortized cost of the debt security. Expected
cash flows are discounted using the debt security’s effective interest rate. An equity security is determined to be
OTTI if the Company does not expect to recover the cost of the equity security. Declines in the value of AFS
securities determined to be temporary are reported, net of tax, as other comprehensive losses and included as a
component of stockholders’ equity.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
30
Interest and dividend income, amortization of premiums, accretion of discounts and realized gains and losses
on AFS securities are included in investment income. Interest income is accrued as earned. Dividend income is
recognized as income on the ex-dividend date of the security. The cost of AFS securities sold is based on the
FIFO method.
(h) Property, Plant and Equipment and Depreciation
Assets are recorded at cost and are depreciated using the straight-line method over their estimated useful
lives or the terms of the related leases, if shorter, as follows:
Buildings and improvements 10 – 40 years
Furniture, fixtures and equipment 3 – 20 years
Leasehold improvements 5 – 40 years
Maintenance and repairs are charged to operating expenses as incurred. Expenditures for renewals and
betterments are capitalized. The gain or loss realized on disposed assets or assets to be disposed of is
recorded as operating and administrative expenses in the consolidated statements of earnings.
(i) Capitalized Computer Software Costs
The Company capitalizes certain costs incurred in connection with developing or obtaining software for
internal use. These costs are capitalized and amortized over a three year life. The amounts capitalized were
$11,144,000, $9,818,000 and $7,514,000 for 2012, 2011 and 2010, respectively.
(j) Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances
indicate that the net book value of an asset may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of the net book value of an asset to the future net undiscounted cash
flows expected to be generated by the asset. An impairment loss is recorded for the excess of the net book
value over the fair value of the asset impaired. The fair value is estimated based on expected discounted
future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value
less cost to sell and are no longer depreciated. Long-lived assets, including buildings and improvements,
leasehold improvements, and furniture, fixtures and equipment, are evaluated for impairment at the
supermarket level.
(k) Self-Insurance
The Company is self insured for health care claims and property, plant and equipment losses. The Company
has insurance coverage for losses in excess of self-insurance limits for fleet liability, general liability and
workers’ compensation claims. Self-insurance reserves are established for health care, fleet liability, general
liability and workers’ compensation claims. These reserves are determined based on actual claims experience
and an estimate of claims incurred but not reported including, where necessary, actuarial studies. Actuarial
projections of losses for general liability and workers’ compensation claims are discounted.
(l) Comprehensive Earnings
Comprehensive earnings include net earnings and other comprehensive earnings. Other comprehensive
earnings include revenues, expenses, gains and losses that have been excluded from net earnings and
recorded directly to stockholders’ equity. Included in other comprehensive earnings for the Company are
unrealized gains and losses on AFS securities and adjustments to the postretirement benefit plan obligation.
As of December 29, 2012, accumulated other comprehensive earnings included net unrealized gains on
AFS securities of $95,016,000, less tax effect of $36,730,000, and an unfunded postretirement benefit
obligation of $32,589,000, less tax effect of $12,592,000. As of December 31, 2011, accumulated other
comprehensive earnings included net unrealized gains on AFS securities of $72,879,000, less tax effect of
$28,176,000, and an unfunded postretirement benefit obligation of $23,536,000, less tax effect of
$9,094,000.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
31
(m) Revenue Recognition
Revenue is recognized at the point of sale for retail sales. Customer returns are immaterial. Vendor coupons
that are reimbursed are accounted for as sales. Coupons and other sales incentives offered by the Company
that are not reimbursed are recorded as a reduction of sales.
Sales Taxes
The Company records sales net of applicable sales taxes.
(o) Other Operating Income
Other operating income is recognized on a net revenue basis as earned. Other operating income includes
income generated from other activities, primarily lottery commissions, automated teller transaction fees,
commissions on licensee sales, mall gift card commissions, money transfer fees, vending machine
commissions and coupon redemption income.
(p) Cost of Merchandise Sold
Cost of merchandise sold includes costs of inventory and costs related to in-store production. Cost of
merchandise sold also includes inbound freight charges, purchasing and receiving costs, warehousing costs
and other costs of the Company’s distribution network.
Vendor allowances and credits, including cooperative advertising allowances, received from a vendor in
connection with the purchase or promotion of the vendor’s products are recognized as a reduction of cost of
merchandise sold as earned. These allowances and credits are recognized as earned in accordance with the
underlying agreement with the vendor and completion of the earnings process. Short-term vendor
agreements with advance payment provisions are recorded as a current liability and are recognized over the
appropriate period as earned according to the underlying agreements. Long-term vendor agreements with
advance payment provisions are recorded as a noncurrent liability and are recognized over the appropriate
period as earned according to the underlying agreements.
The amount of cooperative advertising allowances recognized as a reduction of cost of merchandise sold
was $9,190,000, $8,898,000 and $10,715,000 for 2012, 2011 and 2010, respectively.
(q) Advertising Costs
Advertising costs are expensed as incurred and were $208,295,000, $202,405,000 and $191,788,000 for
2012, 2011 and 2010, respectively.
(r) Other Income, net
Other income, net includes rent received from tenants in owned shopping centers, net of related expenses,
and other miscellaneous nonoperating income.
(s) Income Taxes
Deferred tax assets and liabilities are established for temporary differences between financial and tax
reporting bases and are subsequently adjusted to reflect changes in tax rates expected to be in effect when
the temporary differences reverse. The Company recognizes accrued interest and penalties related to
income tax liabilities as a component of income tax expense.
(t) Common Stock and Earnings Per Share
Basic and diluted earnings per share are calculated by dividing net earnings by the weighted average shares
outstanding. Basic and diluted earnings per share are the same because the Company does not have options
or other stock compensation programs that impact the calculation of diluted earnings per share. All shares
owned by the Employee Stock Ownership Plan (ESOP) are included in the earnings per share calculations.
Dividends paid to the ESOP, as well as dividends on all other common stock shares, are reflected as a
reduction of retained earnings. All common stock shares, including ESOP and 401(k) Plan shares, receive
one vote per share and have the same dividend rights. The voting rights for ESOP shares allocated to
participants’ accounts are passed through to the participants. The Trustee of the 401(k) Plan votes the
shares held in that plan.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
32
(u) Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
(2) Fair Value of Financial Instruments
The fair value of certain of the Company’s financial instruments, including cash and cash equivalents, trade
receivables and accounts payable, approximates their respective carrying amounts due to their short-term
maturity.
The fair value of AFS securities is based on market prices using the following measurement categories:
Level 1 – Fair value is determined by using quoted prices in active markets for identical investments. AFS
securities that are included in this category are primarily a mutual fund and equity securities.
Level 2 – Fair value is determined by using other than quoted prices. By using observable inputs (for
example, benchmark yields, interest rates, reported trades and broker dealer quotes), the fair value is
determined through processes such as benchmark curves, benchmarking of like securities and matrix pricing
of corporate and municipal bonds by using pricing of similar bonds based on coupons, ratings and
maturities. In addition, the value of collateralized mortgage obligation securities is determined by using
models to develop prepayment and interest rate scenarios for these securities which have prepayment
features. AFS securities that are included in this category are primarily debt securities (tax exempt and
taxable bonds).
Level 3 – Fair value is determined by using other than observable inputs. Fair value is determined by using
the best information available in the circumstances and requires significant management judgment or
estimation. No AFS securities are currently included in this category.
Following is a summary of fair value measurements for AFS securities as of December 29, 2012 and
December 31, 2011:
Fair
Value Level 1 Level 2 Level 3
(Amounts are in thousands)
December 29, 2012 $5,033,106 713,741 4,319,365 ---
December 31, 2011 $4,253,255 473,099 3,780,156 ---
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
33
(3) Investments
Following is a summary of AFS securities as of December 29, 2012 and December 31, 2011:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
(Amounts are in thousands)
2012
Tax exempt bonds $3,115,963 33,787 2,646 3,147,104
Taxable bonds 1,141,514 17,667 355 1,158,826
Restricted investments 170,000 431 --- 170,431
Equity securities 510,613 58,631 12,499 556,745
$4,938,090 110,516 15,500 5,033,106
2011
Tax exempt bonds $2,488,135 36,657 550 2,524,242
Taxable bonds 1,226,136 20,015 1,514 1,244,637
Restricted investments 170,000 --- 3,019 166,981
Equity securities 296,105 35,564 14,274 317,395
$4,180,376 92,236 19,357 4,253,255
Realized gains on sales of AFS securities totaled $23,772,000 for 2012. Realized losses on sales of AFS
securities totaled $13,386,000 for 2012. There were no OTTI losses on AFS securities in 2012.
Realized gains on sales of AFS securities totaled $35,864,000 for 2011. Realized losses on AFS securities
totaled $15,978,000 for 2011, including OTTI losses on equity securities of $6,082,000. There were no OTTI
losses on debt securities in 2011.
Realized gains on sales of AFS securities totaled $28,935,000 for 2010. Realized losses on sales of AFS
securities totaled $4,419,000 for 2010. There were no OTTI losses on AFS securities in 2010.
The amortized cost and fair value of AFS securities by expected maturity as of December 29, 2012 and
December 31, 2011 are as follows:
2012 2011
Amortized Fair Amortized Fair
Cost Value Cost Value
(Amounts are in thousands)
Due in one year or less $ 792,946 797,260 445,296 447,972
Due after one year through five years 2,725,036 2,755,043 2,492,484 2,524,020
Due after five years through ten years 520,800 526,924 348,427 356,808
Due after ten years 218,695 226,703 428,064 440,079
4,257,477 4,305,930 3,714,271 3,768,879
Restricted investments 170,000 170,431 170,000 166,981
Equity securities 510,613 556,745 296,105 317,395
$4,938,090 5,033,106 4,180,376 4,253,255
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
34
Following is a summary of temporarily impaired AFS securities by the time period impaired as of December 29,
2012 and December 31, 2011:
Less Than 12 Months
12 Months or Longer Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
(Amounts are in thousands)
2012
Tax exempt bonds $566,914 2,646 --- --- 566,914 2,646
Taxable bonds 81,876 355 --- --- 81,876 355
Equity securities 209,759 8,878 14,260 3,621 224,019 12,499
Total temporarily
impaired AFS securities $858,549 11,879 14,260 3,621 872,809 15,500
2011
Tax exempt bonds $138,892 536 6,026 14 144,918 550
Taxable bonds 201,538 1,514 --- --- 201,538 1,514
Restricted investments 166,981 3,019 --- --- 166,981 3,019
Equity securities 86,236 13,899 1,889 375 88,125 14,274
Total temporarily
impaired AFS securities $593,647 18,968 7,915 389 601,562 19,357
There are 329 AFS securities contributing to the total unrealized loss of $15,500,000 as of December 29, 2012.
Unrealized losses related to debt securities are primarily driven by interest rate volatility impacting the market
value of certain bonds. The Company continues to receive scheduled principal and interest payments on these
debt securities. Unrealized losses related to the equity securities are primarily driven by stock market volatility.
(4) Consolidation of Joint Ventures and Long-Term Debt
From time to time, the Company enters into J oint Ventures (J V), in the legal form of limited liability companies,
with certain real estate developers to partner in the development of shopping centers with the Company as the
anchor tenant. The Company consolidates certain of these J Vs in which it has a controlling financial interest.
The Company is considered to have a controlling financial interest in a J V when it has (1) the power to direct
the activities of the J V that most significantly impact the J V’s economic performance and (2) the obligation to
absorb losses or the right to receive benefits from the J V that could potentially be significant to such J V.
The Company evaluates a J V using specific criteria to determine whether the Company has a controlling
financial interest and is the primary beneficiary of the J V. Factors considered in determining whether the
Company is the primary beneficiary include risk and reward sharing, experience and financial condition of the
other J V members, voting rights, involvement in routine capital and operating decisions and each member’s
influence over the J V owned shopping center’s economic performance.
Generally, most major J V decision making is shared between all members. In particular, the use and sale of J V
assets, business plans and budgets are generally required to be approved by all members. However, the
Company, through its anchor tenant operating lease agreement, has the power to direct the activities that most
significantly influence the economic performance of the J V owned shopping center. Additionally, through its
member equity interest in the J V, the Company will receive a significant portion of the J V’s benefits or is
obligated to absorb a significant portion of the J V’s losses.
As of December 29, 2012, the carrying amounts of the assets and liabilities of the consolidated J Vs were
$157,675,000 and $60,364,000, respectively. As of December 31, 2011, the carrying amounts of the assets and
liabilities of the consolidated J Vs were $177,226,000 and $76,249,000, respectively. The assets are owned by,
and the liabilities are obligations of, the J Vs, not the Company, except for a portion of the long-term debt of
certain J Vs guaranteed by the Company. The J Vs are financed with capital contributions from the members,
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
35
loans and/or the cash flows generated by the J V owned shopping centers once in operation. Total earnings
attributable to noncontrolling interests for 2012, 2011 and 2010 were immaterial. The Company’s involvement
with these J Vs does not have a significant effect on the Company’s financial condition, results of operations or
cash flows.
The Company’s long-term debt results primarily from the consolidation of loans of certain J Vs and loans
assumed in connection with the acquisition of certain shopping centers with the Company as the anchor tenant.
The Company assumed loans totaling $42,165,000 and $34,299,000 during 2012 and 2011, respectively.
Maturities of J V loans range from April 2014 through J une 2015 and have either (1) fixed interest rates ranging
from 4.5% to 5.3% or (2) variable interest rates based on a LIBOR index plus basis points ranging from 195
basis points to 250 basis points. Maturities of assumed shopping center loans range from September 2013
through J anuary 2027 and have fixed interest rates ranging from 5.1% to 7.5%.
As of December 29, 2012, the aggregate annual maturities and scheduled payments of long-term debt are as
follows:
Year
(Amounts are in thousands)
2013 $ 5,018
2014 38,487
2015 41,629
2016 49,818
2017 7,310
Thereafter 16,210
$158,472
(5) Postretirement Benefits
The Company provides postretirement life insurance benefits for certain salaried and hourly full-time employees
who meet the eligibility requirements. Effective J anuary 1, 2002, the Company amended the retiree life
insurance benefit under its Group Life Insurance Plan. To receive the retiree life insurance benefit after the
amendment, an employee must have had at least five years of full-time service and the employee’s age plus
years of credited service must have equaled 65 or greater as of October 1, 2001. At retirement, such employees
also must be at least age 55 with at least 10 years of full-time service to be eligible to receive postretirement life
insurance benefits.
Actuarial losses were recognized in other comprehensive earnings of $9,053,000, less tax effect of $3,498,000, in
2012, $9,459,000, less tax effect of $3,655,000, in 2011 and $4,951,000, less tax effect of $1,913,000, in 2010.
The Company made benefit payments to beneficiaries of retirees of $3,785,000, $3,146,000 and $2,626,000
during 2012, 2011 and 2010, respectively.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
36
The following tables provide a reconciliation of the changes in the benefit obligation and fair value of plan
assets and the unfunded status of the plan measured as of December 29, 2012 and December 31, 2011:
2012 2011
(Amounts are in thousands)
Change in benefit obligation:
Benefit obligation as of beginning of year $107,624 94,776
Service cost 148 163
Interest cost 4,866 5,301
Actuarial loss 12,168 10,530
Benefit payments (3,785) (3,146)
Benefit obligation as of end of year 121,021 107,624
Change in fair value of plan assets:
Fair value of plan assets as of beginning of year --- ---
Employer contributions 3,785 3,146
Benefit payments (3,785) (3,146)
Fair value of plan assets as of end of year --- ---
Unfunded status of the plan as of end of year $121,021 107,624
Current liability $ 4,300 4,029
Noncurrent liability 116,721 103,595
Total recognized liability $121,021 107,624
The estimated future benefit payments are expected to be paid as follows:
Year
(Amounts are in thousands)
2013 $ 4,300
2014 4,561
2015 4,801
2016 5,029
2017 5,249
2018 through 2022 29,756
Thereafter 67,325
$121,021
Net periodic postretirement benefit cost consists of the following components:
2012 2011 2010
(Amounts are in thousands)
Service cost $ 148 163 175
Interest cost 4,866 5,301 5,291
Amortization of actuarial losses 3,115 1,071 95
Net periodic postretirement benefit cost $8,129 6,535 5,561
Actuarial losses are amortized from accumulated other comprehensive earnings into net periodic postretirement
benefit cost over future years when the accumulation of such losses exceeds 10% of the year end benefit
obligation.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
37
The measurement date is the Company’s fiscal year end. The net periodic postretirement benefit cost is based on
assumptions determined at the prior year end measurement date.
Following are the actuarial assumptions that were used in the calculation of the year end benefit obligation:
2012 2011 2010
Discount rate 3.8% 4.6% 5.7%
Rate of compensation increase 4.0% 4.0% 4.0%
Following are the actuarial assumptions that were used in the calculation of the net periodic postretirement
benefit cost:
2012 2011 2010
Discount rate 4.6% 5.7% 6.2%
Rate of compensation increase 4.0% 4.0% 4.0%
The Company determined the discount rate using a yield curve methodology based on high quality bonds with a
rating of AA or better.
(6) Retirement Plans
The Company has a trusteed, noncontributory ESOP for the benefit of eligible employees. The Company
recognizes an expense related to the Company’s discretionary contribution to the ESOP based on a percent of net
earnings before taxes that is approved by the Board of Directors each year. ESOP contributions can be made in
Company common stock or cash. Compensation expense recorded for contributions to this plan was $278,529,000,
$267,099,000 and $253,093,000 for 2012, 2011 and 2010, respectively.
The Company’s ESOP includes a put option for shares of the Company’s common stock distributed fromthe
ESOP. Shares are distributed fromthe ESOP primarily to separated vested participants and certain eligible
participants who elect to diversify their account balances. Since the Company’s common stock is not currently
traded on an established securities market, if the owners of distributed shares desire to sell their shares, the
Company is required to purchase the shares at fair value for a 15-month period after distribution of the shares from
the ESOP. The fair value of distributed shares subject to the put option totaled $126,647,000 and $116,824,000 as
of December 29, 2012 and December 31, 2011, respectively. The cost of the shares held by the ESOP totaled
$2,146,316,000 and $2,020,393,000 as of December 29, 2012 and December 31, 2011, respectively. Due to the
Company’s obligation under the put option, the distributed shares subject to the put option and the shares held by
the ESOP are classified as temporary equity in the mezzanine section of the consolidated balance sheets and totaled
$2,272,963,000 and $2,137,217,000 as of December 29, 2012 and December 31, 2011, respectively. The fair value
of the shares held by the ESOP totaled $5,418,856,000 and $4,917,283,000 as of December 29, 2012 and
December 31, 2011, respectively.
The Company has a 401(k) plan for the benefit of eligible employees. The 401(k) plan is a voluntary defined
contribution plan. Eligible employees may contribute up to 10% of their eligible annual compensation, subject to
the maximumcontribution limits established by federal law. The Company may make a discretionary annual
matching contribution to eligible participants of this plan as determined by the Board of Directors. During 2012,
2011 and 2010, the Board of Directors approved a match of 50% of eligible contributions up to 3% of eligible
wages, not to exceed a maximummatch 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, is in common stock of the Company. Compensation expense
recorded for the Company’s match to the 401(k) plan was $24,957,000, $24,141,000 and $22,454,000 for 2012,
2011 and 2010, respectively.
The Company intends to continue its retirement plans; however, the right to modify, amend, terminate or merge
these plans has been reserved. In the event of termination, all amounts contributed under the plans must be paid to
the participants or their beneficiaries.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
38
(7) Income Taxes
Total income taxes for 2012, 2011 and 2010 were allocated as follows:
2012 2011 2010
(Amounts are in thousands)
Earnings $750,339 769,807 701,271
Other comprehensive earnings (losses) 5,056 (5,015) (3,135)
$755,395 764,792 698,136
The provision for income taxes consists of the following:
Current Deferred Total
(Amounts are in thousands)
2012
Federal $654,715 9,861 664,576
State 88,622 (2,859) 85,763
$743,337 7,002 750,339
2011
Federal $592,275 90,486 682,761
State 81,684 5,362 87,046
$673,959 95,848 769,807
2010
Federal $601,098 23,778 624,876
State 79,451 (3,056) 76,395
$680,549 20,722 701,271
A reconciliation of the provision for income taxes at the federal statutory tax rate of 35% to earnings before
income taxes compared to the Company’s actual income tax expense is as follows:
2012 2011 2010
(Amounts are in thousands)
Federal tax at statutory tax rate $805,908 791,621 713,796
State income taxes (net of federal tax benefit) 55,746 56,580 49,657
ESOP dividend (76,900) (46,675) (40,718)
Other, net (34,415) (31,719) (21,464)
$750,339 769,807 701,271
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
39
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred
tax liabilities as of December 29, 2012 and December 31, 2011 are as follows:
2012 2011
(Amounts are in thousands)
Deferred tax assets:
Self-insurance reserves $116,901 114,522
Retirement plan contributions 49,876 48,825
Postretirement benefit cost 46,688 41,515
Reserves not currently deductible 15,986 18,047
Inventory capitalization 11,768 11,687
Other 23,045 18,642
Total deferred tax assets $264,264 253,238
Deferred tax liabilities:
Property, plant and equipment, primarily due
to depreciation $497,932 491,485
Investment valuation 24,086 7,831
Other 11,706 11,324
Total deferred tax liabilities $533,724 510,640
The Company expects the results of future operations and the reversal of deferred tax liabilities to generate
sufficient taxable income to allow utilization of deferred tax assets; therefore, no valuation allowance has been
recorded as of December 29, 2012 and December 31, 2011.
The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file
income tax returns as well as all open tax years in these jurisdictions. The periods subject to examination for the
Company’s federal return are the 2008 through 2011 tax years, and the Internal Revenue Service is currently
auditing the 2008 through 2011 tax years. The periods subject to examination for the Company’s state returns are
the 2007 through 2011 tax years. The Company believes that the outcome of any examination will not have a
material effect on its financial condition, results of operations or cash flows. As of December 31, 2011, the
Company had an immaterial accrual for income tax related interest expense.
The Company had no unrecognized tax benefits in 2012 and 2011. Because the Company does not have any
unrecognized tax benefits as of December 29, 2012, there will be no effect on the Company’s effective income tax
rate in future periods due to the recognition of unrecognized tax benefits.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
40
(8) Commitments and Contingencies
(a) Operating Leases
The Company conducts a major portion of its retail operations from leased premises. Initial terms of the
leases are typically 20 years, followed by renewal options at five year intervals, and may include rent
escalation clauses. Minimum rentals represent fixed lease obligations, including insurance and maintenance
to the extent they are fixed in the lease. Contingent rentals represent payment of variable lease obligations,
including real estate taxes, insurance, maintenance and, for certain premises, additional rentals based on a
percentage of sales in excess of stipulated minimums (excess rent). The payment of variable real estate
taxes, insurance and maintenance is generally based on the Company’s pro-rata share of total shopping
center square footage. The Company recognizes rent expense for operating leases with rent escalation
clauses on a straight-line basis over the applicable lease term. The Company estimates excess rent, where
applicable, based on annual sales projections and uses the straight-line method to amortize this cost to rent
expense. The annual sales projections are reviewed periodically and adjusted if necessary. Additionally, the
Company has operating leases for certain transportation and other equipment.
Total rental expense for 2012, 2011 and 2010 is as follows:
2012 2011 2010
(Amounts are in thousands)
Minimum rentals $432,450 410,590 410,390
Contingent rentals 112,819 110,900 117,249
Sublease rental income (4,564) (4,699) (5,912)
$540,705 516,791 521,727
As of December 29, 2012, future minimum lease payments for all noncancelable operating leases and
related subleases are as follows:
Minimum Sublease
Rental Rental
Year Commitments Income Net
(Amounts are in thousands)
2013 $ 431,438 4,773 426,665
2014 407,895 4,031 403,864
2015 379,976 1,668 378,308
2016 355,038 1,062 353,976
2017 328,927 634 328,293
Thereafter 2,325,425 1,075 2,324,350
$4,228,699 13,243 4,215,456
The Company also owns shopping centers which are leased to tenants for minimummonthly rentals plus, in
certain instances, contingent rentals. Minimumrentals represent fixed lease commitments, including insurance
and maintenance. Contingent rentals represent variable lease obligations including real estate taxes,
insurance, maintenance and, in certain instances, excess rent. Rental income was $40,367,000, $36,057,000
and $32,576,000 for 2012, 2011 and 2010, respectively. The amounts of minimum future rental payments
to be received under noncancelable operating leases are $34,458,000, $28,830,000, $22,516,000,
$17,202,000 and $12,268,000 for the years 2013 through 2017, respectively, and $53,672,000 thereafter.
(b) Letters of Credit
As of December 29, 2012, the Company had $7,544,000 outstanding in trade letters of credit and
$10,233,000 in standby letters of credit to support certain purchase obligations.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
41
(c) Litigation
The Company is a party in various legal claims and actions considered in the normal course of business.
The Company believes its recorded reserves are adequate in light of the probable and estimable liabilities.
The estimated amount of reasonably possible losses for claims, individually and in the aggregate, is
considered to be immaterial. 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.
(9) Quarterly Information (unaudited)
Following is a summary of the quarterly results of operations for 2012 and 2011. All quarters have 13 weeks,
except the fourth quarter of 2011 which has 14 weeks.
Quarter
First Second Third Fourth
(Amounts are in thousands, except per share amounts)
2012
Revenues $7,126,096 6,838,426 6,702,251 7,039,999
Costs and expenses 6,526,747 6,291,900 6,208,015 6,514,859
Net earnings 409,411 381,631 368,426 392,787
Basic and diluted earnings per share 0.52 0.49 0.47 0.50
2011
Revenues $6,836,402 6,621,633 6,425,379 7,295,350
Costs and expenses 6,264,682 6,079,262 5,978,544 6,721,351
Net earnings 398,167 382,369 311,902 399,528
Basic and diluted earnings per share 0.51 0.48 0.40 0.51
Schedule II
PUBLIX SUPER MARKETS, INC.
Valuation and Qualifying Accounts
Years ended December 29, 2012, December 31, 2011
and December 25, 2010
42
Balance at Additions Deductions Balance at
Beginning Charged to From End of
Description of Year Income Reserves Year
(Amounts are in thousands)
Year ended December 29, 2012
Reserves not deducted from assets:
Self-insurance reserves:
Current $125,569 306,788 293,359 138,998
Noncurrent 219,660 --- 6,932 212,728
$345,229 306,788 300,291 351,726
Year ended December 31, 2011
Reserves not deducted from assets:
Self-insurance reserves:
Current $114,133 296,798 285,362 125,569
Noncurrent 221,337 --- 1,677 219,660
$335,470 296,798 287,039 345,229
Year ended December 25, 2010
Reserves not deducted from assets:
Self-insurance reserves:
Current $119,375 269,063 274,305 114,133
Noncurrent 229,589 --- 8,252 221,337
$348,964 269,063 282,557 335,470
43
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this Annual 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-15. Based upon this evaluation, the Chief Executive
Officer and Chief Financial Officer each concluded that the Company’s disclosure controls and procedures are
effective to provide reasonable assurance that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified by the Securities and Exchange Commission’s rules and forms, and that such information has
been accumulated and communicated to the Company’s management, including the Company’s Chief Executive
Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure. There
have been no changes in the Company’s internal control over financial reporting identified in connection with the
evaluation that occurred during the quarter ended December 29, 2012 that have materially affected, or are
reasonably likely to materially affect, the internal control over financial reporting.
Internal Control over Financial Reporting
Management’s report on the Company’s internal control over financial reporting is included on page 19 of this
report.
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Certain information concerning the executive officers of the Company is set forth in Part I under the caption
“Executive Officers of the Company.” All other information concerning the directors and executive officers of the
Company is incorporated by reference from the Proxy Statement of the Company (2013 Proxy Statement), which the
Company intends to file no later than 120 days after its fiscal year end.
The Company has adopted a Code of Ethical Conduct for Financial Managers that applies to the Company’s
principal executive officer, principal financial officer, principal accounting officer or controller and all persons
performing similar functions. A copy of the Code of Ethical Conduct for Financial Managers was filed as Exhibit 14
to the Annual Report of the Company on Form 10-K for the year ended December 28, 2002.
Item 11. Executive Compensation
Information regarding executive compensation is incorporated by reference from the 2013 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information regarding security ownership of certain beneficial owners and management and related stockholder
matters is incorporated by reference from the 2013 Proxy Statement.
Item 13. Certain Relationships, Related Transactions and Director Independence
Information regarding certain relationships, related transactions and director independence is incorporated by
reference from the 2013 Proxy Statement.
Item 14. Principal Accounting Fees and Services
Information regarding principal accounting fees and services is incorporated by reference from the 2013 Proxy
Statement.
44
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Consolidated Financial Statements and Schedule
The consolidated financial statements and schedule listed in the accompanying Index to Consolidated Financial
Statements and Schedule are filed as part of this Annual Report on Form 10-K.
(b) Exhibits
3.1(a) Composite of the Restated Articles of Incorporation of the Company dated J une 25, 1979 as amended
by (i) Articles of Amendment dated February 22, 1984, (ii) Articles of Amendment dated J une 24,
1992, (iii) Articles of Amendment dated J une 4, 1993, and (iv) Articles of Amendment dated April 18,
2006 are incorporated by reference to the exhibits to the Quarterly Report of the Company on Form
10-Q for the quarter ended April 1, 2006.
3.1(b) Articles of Amendment of the Restated Articles of Incorporation of the Company dated April 18, 2006
are incorporated by reference to the exhibits to the Quarterly Report of the Company on Form 10-Q for
the quarter ended April 1, 2006.
3.2 Amended and Restated By-Laws of the Company are incorporated by reference to an exhibit to the
Current Report on Form 8-K dated November 14, 2012.
10 Indemnification Agreement is incorporated by reference to the form attached as an exhibit to the
Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2001, between the
Company and all of its directors and officers as reported in the Company’s Quarterly Reports on Form
10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K for the periods ended
March 31, 2001, J une 30, 2001, September 29, 2001, J une 29, 2002, December 28, 2002,
September 27, 2003, December 27, 2003, March 27, 2004, May 18, 2005, J uly 1, 2005, J anuary 30,
2006, J anuary 30, 2008, December 22, 2008, April 14, 2009, J anuary 1, 2011 and J anuary 4, 2013.
10.2 Incentive Bonus Plan is incorporated by reference to the exhibits to the Annual Report of the Company
on Form 10-K for the year ended December 31, 2011.
10.5 Indemnification Agreement is incorporated by reference to the form attached as an exhibit to the
Current Report of the Company on Form 8-K dated December 14, 2011, between the Company and the
Trustee of its ESOP, one of the Trustees of its 401(k) SMART Plan and with each member of its
401(k) SMART Plan investment committee.
10.6 Supplemental Executive Retirement Plan is incorporated by reference to an exhibit to the Current
Report on Form 8-K dated November 14, 2012.
14 Code of Ethical Conduct for Financial Managers is incorporated by reference to the exhibits to the
Annual Report of the Company on Form 10-K for the year ended December 28, 2002.
21 Subsidiaries of the Registrant.
23 Consent of Independent Registered Public Accounting Firm.
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
101 The following financial information from the Company’s Annual Report on Form 10-K for the year
ended December 29, 2012, is formatted in Extensible Business Reporting Language: (i) Consolidated
Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of
Comprehensive Earnings, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of
Stockholders’ Equity and (vi) Notes to Consolidated Financial Statements.
45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PUBLIX SUPER MARKETS, INC.
February 28, 2013 By: /s/ J ohn A. Attaway, J r.
J ohn A. Attaway, J r.
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Carol J enkins Barnett Director February 28, 2013
Carol J enkins Barnett
/s/ Hoyt R. Barnett Vice Chairman and Director February 28, 2013
Hoyt R. Barnett
/s/ William E. Crenshaw Chief Executive Officer and Director February 28, 2013
William E. Crenshaw (Principal Executive Officer)
/s/ J ane B. Finley Director February 28, 2013
J ane B. Finley
/s/ Sherrill W. Hudson Director February 28, 2013
Sherrill W. Hudson
/s/ Charles H. J enkins, J r. Chairman of the Board and Director February 28, 2013
Charles H. J enkins, J r.
/s/ Howard M. J enkins Director February 28, 2013
Howard M. J enkins
/s/ E. Vane McClurg Director February 28, 2013
E. Vane McClurg
/s/ Maria A. Sastre Director February 28, 2013
Maria A. Sastre
/s/ David P. Phillips Chief Financial Officer and Treasurer February 28, 2013
David P. Phillips (Principal Financial and Accounting Officer)
46
Exhibit 21
Subsidiaries of the Registrant
Publix Alabama, LLC (filed in Alabama)
Publix Asset Management Company (filed in Florida)
PublixDirect, LLC (filed in Florida)
Publix Tennessee, LLC (filed in Florida)
Lone Palm Golf Club, LLC (filed in Florida)
Morning Song, LLC (filed in Florida)
PTO, LLC (filed in Florida)
Real Sub, LLC (filed in Florida)
47
Exhibit 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Publix Super Markets, Inc.:
We consent to the incorporation by reference in the registration statements (No. 033-55867, No. 333-62705,
No. 333-63544, No. 333-147049 and No. 333-177948) on Form S-8 of Publix Super Markets, Inc. of our report
dated February 28, 2013 with respect to the consolidated balance sheets of Publix Super Markets, Inc. and
subsidiaries as of December 29, 2012 and December 31, 2011, and the related consolidated statements of earnings,
comprehensive earnings, cash flows and stockholders’ equity for each of the fiscal years in the three-year period
ended December 29, 2012, and the related financial statement schedule as of December 29, 2012, which report
appears in the December 29, 2012 Annual Report on Form 10-K of Publix Super Markets, Inc.
KPMG LLP
Tampa, Florida
February 28, 2013
Certified Public Accountants
48
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
Certification
I, William E. Crenshaw, certify that:
1. I have reviewed this Annual Report on Form 10-K of Publix Super Markets, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, 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 report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 28, 2013
/s/ William E. Crenshaw
William E. Crenshaw
Chief Executive Officer
49
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
Certification
I, David P. Phillips, certify that:
1. I have reviewed this Annual Report on Form 10-K of Publix Super Markets, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, 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 report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 28, 2013
/s/ David P. Phillips
David P. Phillips
Chief Financial Officer and Treasurer
50
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the Annual Report of Publix Super Markets,
Inc. (the “Company”) on Form 10-K for the period ending December 29, 2012 (the “Report”) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
I, William E. Crenshaw, Chief Executive Officer of the Company, certify, to the best of my knowledge, that on the
date hereof:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ William E. Crenshaw
William E. Crenshaw
Chief Executive Officer
February 28, 2013
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the Annual Report of Publix Super Markets,
Inc. (the “Company”) on Form 10-K for the period ending December 29, 2012 (the “Report”) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
I, David P. Phillips, Chief Financial Officer and Treasurer of the Company, certify, to the best of my knowledge, that
on the date hereof:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ David P. Phillips
David P. Phillips
Chief Financial Officer and Treasurer
February 28, 2013
S T O C K H O L D E R I N F O R M A T I O N
Corporate Office
Publix Super Markets, Inc.
3300 Publix Corporate Parkway
Lakeland, Florida 33811
(863) 688-1188
Mailing Address:
Publix Super Markets, Inc.
P.O. Box 407
Lakeland, Florida 33802-0407
Stockholder Information
The common stock of Publix Super Markets, Inc.
is not publicly traded on an established securities
market and, therefore, does not have a “ticker”
symbol. The Company serves as the registrar and
stock transfer agent for its common stock.
For assistance on stock related matters please
contact:
Publix Super Markets, Inc.
Stockholder Services
P.O. Box 32040
Lakeland, Florida 33802-2040
Phone: (863) 688-7407, ext. 52323 or toll-free
(800) 741-4332 (outside of Lakeland)
Fax: (863) 284-3302
Annual Meeting of Stockholders
The Annual Meeting of Stockholders will be held
at the corporate office, 3300 Publix Corporate
Parkway, Lakeland, Florida, on Tuesday, April 16,
2013, at 9:30 a.m.
Annual Report on Form 10-K
This Annual Report on Form 10-K and the 2013
Proxy Statement will be mailed on or about
March 14, 2013 to stockholders of record as of the
close of business on February 5, 2013. Additional
requests for such reports should be directed to
J ohn A. Attaway, J r., Secretary, Publix Super
Markets, Inc., P.O. Box 407, Lakeland, Florida
33802-0407.
Website Access to Reports
The Company makes available through its
website, free of charge, its Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and any amendments to
those reports as soon as reasonably practicable
after such material is electronically filed with
the Securities and Exchange Commission. These
documents are available on the Company’s website
at www.publix.com/stock.
B O A R D O F D I R E C T O R S & O F F I C E R S
P U B L I X S U P E R M A R K E T S , I N C .
? Executive Committee ? Corporate Governance Committee ? Audit Committee ? Compensation Committee ? Nominating Committee
CAROL J ENKI NS BARNE T T HOY T R . BARNE T T
Vice Chairman ???
WI L L I AM E . CRENS HAW
Chief Executive Officer ?
J ANE B. FI NL E Y
??
S HERRI L L W. HUDS ON
??
CHARL E S H. J ENKI NS, J R .
Chairman of the Board ??
HOWAR D M. J ENKI NS
??
E . VANE MCCL URG
???
MARI A A. S AS T RE
??
J OHN A. AT TAWAY, J R .
Senior Vice President,
General Counsel and Secretary
DAVI D E . BORNMANN
Vice President Product Business Development,
Grocery and Non-Foods
DAVI D E . BRI DGES
Vice President Product Business Development,
Fresh Product
S COT T E . BRUBAKER
Vice President Jacksonville Division
J EFFRE Y G. CHAMBERL AI N
Vice President Real Estate.
J OS EPH DI BENEDE T TO, J R .
Vice President Atlanta Division
.
G. GI NO DI GR AZI A
Vice President Finance
L AURI E Z . DOUGL AS
Senior Vice President
and Chief Information Officer
DAVI D S . DUNCAN
Vice President Facilities.
S ANDR A J . ES T EP
Vice President and Controller,
Corporate Accounting
WI L L I AM V. FAUER BACH
Vice President Miami Division.
L I NDA S . HAL L
Vice President Internal Audit
J OHN T. HR ABUS A
Senior Vice President
MARK R . I RBY
Vice President Marketing
R ANDAL L T. J ONE S, S R .
President
L I NDA S . K ANE
Vice President Benefits Administration
and Assistant Secretary
ERI K J . K AT ENK AMP
Vice President Information Systems,
Application Development
L . RENEE KEL LY
Vice President Information Systems,
Application Development
T HOMAS G. L ARS ON
Vice President Information Systems,
Engineering and Operations
T HOMAS M. MCL AUGHL I N
Vice President Lakeland Division.
AL I S ON MI DI L I S MI T H
Vice President Talent
and Organizational Development
DAL E S . MYERS
Vice President Retail Business Development
AL FRED J . OT TOL I NO
Vice President Pharmacy
DAVI D P. PHI L L I P S
Chief Financial Officer and Treasurer
CHARL E S B. ROS KOVI CH, J R .
Vice President Charlotte Division
MARC H. S AL M
Vice President Risk Management
RI CHAR D J . S CHUL ER I I
Vice President Distribution
MI CHAEL R . S MI T H
Vice President Manufacturing
S T E VEN B. WEL L S L AGER
Vice President Information Systems,
Architecture and Security
doc_650138147.pdf
Publix Super Markets, Inc. and its wholly owned subsidiaries (the Company) are in the primary business of operating retail food supermarkets in Florida, Georgia, Alabama, South Carolina and Tennessee. The Company has signed leases for supermarket sites in North Carolina expected to open in 2014. The Company was founded in 1930 and later merged into another corporation that was originally incorporated in 1921.
P
2012
FINANCIAL INFORMATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 2012
Commission File Number 0-00981
P
PUBLIX SUPER MARKETS, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-0324412
(State of Incorporation) (I.R.S. Employer Identification No.)
3300 Publix Corporate Parkway
Lakeland, Florida 33811
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (863) 688-1188
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock $1.00 Par Value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No X
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No X
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer X Smaller reporting company
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes No X
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately
$8,618,027,000 as of J une 29, 2012, the last trading day of the Registrant’s most recently completed second fiscal
quarter.
The number of shares of the Registrant’s common stock outstanding as of February 5, 2013 was 773,972,000.
Documents Incorporated By Reference
The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference
from the Proxy Statement solicited for the 2013 Annual Meeting of Stockholders to be held on April 16, 2013.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 2
Item 1B. Unresolved Staff Comments 4
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Mine Safety Disclosures 4
Executive Officers of the Company 5
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities 6
Item 6. Selected Financial Data 9
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 18
Management’s Report on Internal Control over Financial Reporting 19
Item 8. Financial Statements and Supplementary Data 20
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 43
Item 9A. Controls and Procedures 43
Item 9B. Other Information 43
PART III
Item 10. Directors, Executive Officers and Corporate Governance 43
Item 11. Executive Compensation 43
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters 43
Item 13. Certain Relationships, Related Transactions and Director Independence 43
Item 14. Principal Accounting Fees and Services 43
PART IV
Item 15. Exhibits, Financial Statement Schedules 44
1
PART I
Item 1. Business
Publix Super Markets, Inc. and its wholly owned subsidiaries (the Company) are in the primary business of
operating retail food supermarkets in Florida, Georgia, Alabama, South Carolina and Tennessee. The Company has
signed leases for supermarket sites in North Carolina expected to open in 2014. The Company was founded in 1930
and later merged into another corporation that was originally incorporated in 1921. The Company has no other
significant lines of business or industry segments.
Merchandising and manufacturing
The Company sells grocery (including dairy, produce, deli, bakery, meat and seafood), health and beauty care,
general merchandise, pharmacy, floral and other products and services. The percentage of consolidated sales by
merchandise category for 2012, 2011 and 2010 was as follows:
2012 2011 2010
Grocery 85% 86% 85%
Other 15% 14% 15%
100% 100% 100%
The Company’s lines of merchandise include a variety of nationally advertised and private label brands as well
as unbranded merchandise such as produce, meat and seafood. The Company receives the food and non-food
products it distributes from many sources. These products are delivered to the supermarkets through Company
distribution centers or directly from the suppliers and are generally available in sufficient quantities to enable the
Company to adequately satisfy its customers. Approximately 73% of the total cost of products purchased is delivered
to the supermarkets through the Company’s distribution centers. The Company believes that its sources of supply of
these products and raw materials used in manufacturing are adequate for its needs and that it is not dependent upon a
single supplier or relatively few suppliers. Private label items are produced in the Company’s dairy, bakery and deli
manufacturing facilities or are manufactured for the Company by outside suppliers.
The Company has experienced no significant changes in the kinds of products sold or in its methods of
distribution since the beginning of the fiscal year.
Store operations
The Company operated 1,069 supermarkets at the end of 2012, compared with 1,046 at the beginning of the
year. In 2012, 31 supermarkets were opened (including 12 replacement supermarkets) and 113 supermarkets were
remodeled. Eight supermarkets were closed during 2012. Replacement supermarkets opened in 2012 replaced seven
of the supermarkets closed during the same period and five supermarkets closed in 2011 that were replaced on site.
The remaining supermarket closed in 2012 will not be replaced. New supermarkets added 1.1 million square feet in
2012, an increase of 2.3%. At the end of 2012, the Company had 757 supermarkets located in Florida, 180 in
Georgia, 52 in Alabama, 47 in South Carolina and 33 in Tennessee. Also, as of year end, the Company had four
supermarkets under construction in Florida, three in Alabama, two in Tennessee and one each in Georgia and South
Carolina.
Competition
The Company is engaged in the highly competitive retail food industry. Competition is based primarily on
quality of goods and service, price, convenience, product mix and store location. The Company’s primary
competition throughout its market areas is with several national and regional supermarket chains, independent
supermarkets, supercenters, membership warehouse clubs, mass merchandisers, dollar stores, drug stores, specialty
food stores, restaurants and convenience stores. The Company anticipates continued competitor format innovation
and location additions in 2013.
Working capital
The Company’s working capital at the end of 2012 consisted of $3,149.1 million in current assets and
$2,221.0 million in current liabilities. Normal operating fluctuations in these balances can result in changes to cash
flows from operating activities presented in the consolidated statements of cash flows that are not necessarily
indicative of long-term operating trends. There are no unusual industry practices or requirements relating to working
capital items.
2
Seasonality
The historical influx of winter residents to Florida and increased purchases of products during the traditional
Thanksgiving, Christmas and Easter holidays typically result in seasonal sales increases between November and
April of each year.
Employees
The Company had 158,000 full-time and part-time employees at the end of 2012. The Company considers its
employee relations to be good.
Intellectual property
The Company’s trademarks, trade names, copyrights and similar intellectual property are important to the
success of the Company’s business. Numerous trademarks, including “Publix” and “Where Shopping is a Pleasure,”
have been registered with the U.S. Patent and Trademark Office. Due to the importance of its intellectual property to
its business, the Company actively defends and enforces its rights to such property.
Environmental matters
Compliance by the Company with federal, state and local environmental protection laws and regulations during
2012 had no material effect upon capital expenditures, results of operations or the competitive position of the
Company.
Company information
This Annual Report on Form 10-K and the 2013 Proxy Statement will be mailed on or about March 14, 2013 to
stockholders of record as of the close of business on February 5, 2013. These reports as well as Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and any amendments to those reports may also be obtained electronically,
free of charge, through the Company’s website at www.publix.com/stock.
Item 1A. Risk Factors
In addition to the other information contained in this Form 10-K, the following risk factors should be considered
carefully in evaluating the Company’s business. The Company’s financial condition and results of operations could
be materially adversely affected by any of these risks.
Increased competition and low profit margins could adversely affect the Company.
The retail food industry in which the Company operates is highly competitive with low profit margins. The
Company’s competitors include national and regional supermarket chains, independent supermarkets, supercenters,
membership warehouse clubs, mass merchandisers, dollar stores, drug stores, specialty food stores, restaurants and
convenience stores. The Company’s ability to attract and retain customers is based primarily on quality of goods
and service, price, convenience, product mix and store location. The Company believes it will face increased
competition in the future from all of these competitors and its financial condition and results of operations could be
impacted by the pricing, purchasing, advertising or promotional decisions made by its competitors.
General economic and other conditions that impact consumer spending could adversely affect the Company.
The Company’s results of operations are sensitive to changes in general economic conditions that impact
consumer spending. Adverse economic conditions, including high unemployment, home foreclosures, declines in the
stock market and the instability of the credit markets, could cause a reduction in consumer spending. Other
conditions that could also affect disposable consumer income include increases in tax rates, increases in fuel and
energy costs, increases in health care costs, the impact of natural disasters or acts of terrorism, and other factors.
This reduction in the level of consumer spending could cause customers to purchase lower-margin items or to shift
spending to lower-priced competitors, which could adversely affect the Company’s financial condition and results of
operations.
Increased operating costs could adversely affect the Company.
The Company’s operations tend to be more labor intensive than some of its competitors due to the additional
customer service offered in its supermarkets. Consequently, uncertain labor markets, government mandated increases
in the minimum wage or other benefits, an increased proportion of full-time employees, increased costs of health
care due to health insurance reform or other factors could result in an increase in labor costs. In addition, the
inability to improve or manage operating costs, such as payroll, facilities, or other non-product related costs, could
adversely affect the Company’s financial condition and results of operations.
3
Failure to execute on the Company’s core strategies could adversely affect the Company.
The Company’s core strategies focus on customer service, product quality, shopping environment, competitive pricing
and convenient locations. The Company has implemented several strategic business and technology initiatives as part of the
execution of these core strategies. The Company believes these core strategies and related strategic initiatives differentiate it
fromits competition and present opportunities for increased market share and sustained financial growth. Failure to execute
on these core strategies, or a failure to execute the core strategies on a cost effective basis, could adversely affect the
Company’s financial condition and results of operations.
Failure to identify and obtain or retain suitable supermarket sites could adversely affect the Company.
The Company’s ability to obtain sites for new supermarkets and, to a lesser extent, acquire existing supermarket
locations is dependent on identifying and entering into lease or purchase agreements on commercially reasonable terms for
properties that are suitable for its needs. If the Company fails to identify suitable sites and enter into lease or purchase
agreements on a timely basis for any reason, including competition fromother companies seeking similar sites, the
Company’s growth could be adversely affected because it may be unable to open new supermarkets as anticipated.
Similarly, its business could be adversely affected if it is unable to renew the leases on its supermarkets on commercially
reasonable terms.
Disruptions in information technology systems or a security breach could adversely affect the Company.
The Company is dependent on complex information technology systems to operate its business, enhance customer
service, improve the efficiency of its supply chain and increase employee efficiency. The Company’s information
technology systems are subject to damage or interruption frompower outages, computer and telecommunications failures,
computer viruses, security breaches, catastrophic events and user errors. The Company’s information technology systems
are also subject to security breaches, including cyber security breaches and breaches of transaction processing, that could
result in the compromise of confidential customer data, including debit and credit cardholder data. Any disruptions in
information technology systems or a security breach could have an adverse effect on the Company’s financial condition and
results of operations.
Unexpected changes in the insurance market or factors affecting self-insurance reserve estimates could adversely
affect the Company.
The Company uses a combination of insurance coverage and self-insurance to provide for potential liability for
workers’ compensation, general liability, fleet liability, employee benefits and directors and officers liability. The Company
is self insured for property, plant and equipment losses. There is no assurance that the Company will be able to continue to
maintain its insurance coverage or obtain comparable insurance coverage at a reasonable cost. Self-insurance reserves are
determined based on actual claims experience and an estimate of claims incurred but not reported including, where
necessary, actuarial studies. Actuarial projections of losses are subject to variability caused by, but not limited to, such
factors as future interest and inflation rates, future economic conditions, litigation trends and benefit level changes. The
Company’s financial condition and results of operations could be adversely affected by an increase in the frequency or costs
of claims and changes in actuarial assumptions or a catastrophic event involving property, plant and equipment losses.
Product liability claims, product recalls and the resulting unfavorable publicity could adversely affect the
Company.
The packaging, marketing, distribution and sale of grocery, drug and other products purchased fromsuppliers or
manufactured by the Company entails an inherent risk of product liability claims, product recall and the resulting adverse
publicity. Such products may contain contaminants that may be inadvertently distributed by the Company. These
contaminants may, in certain cases, result in illness, injury or death if processing at the consumer level does not eliminate the
contaminants. Even an inadvertent shipment of adulterated products is a violation of law and may lead to a product recall
and/or an increased risk of exposure to product liability claims. There can be no assurance that such claims will not be
asserted against the Company or that the Company will not be obligated to performproduct recalls in the future. If a product
liability claimis successful, the Company’s insurance coverage may not be adequate to pay all liabilities and it may not be
able to continue to maintain such insurance coverage or obtain comparable insurance coverage at a reasonable cost. If the
Company does not have adequate insurance coverage or contractual indemnification available, product liability claims
relating to defective products could have an adverse effect on the Company’s ability to successfully market its products and
on the Company’s financial condition and results of operations. In addition, even if a product liability claimis not successful
or is not fully pursued, the adverse publicity surrounding any assertion that the Company’s products caused illness or injury
could have an adverse effect on the Company’s reputation with existing and potential customers and on the Company’s financial
condition and results of operations.
4
Unfavorable changes in, failure to comply with or increased costs to comply with environmental laws and
regulations could adversely affect the Company.
The Company is subject to federal, state and local laws and regulations that govern activities that may have adverse
environmental effects and impose liabilities for the costs of contamination cleanup and damages arising fromsites of
past spills, disposals or other releases of hazardous materials. Under current environmental laws, the Company may be
held responsible for the remediation of environmental conditions regardless of whether the Company leases, subleases
or owns the supermarkets or other facilities and regardless of whether such environmental conditions were created by
the Company or a prior owner or tenant. The costs of investigation, remediation or removal of environmental conditions
may be substantial. In addition, the increased focus on climate change, waste management and other environmental
issues may result in new environmental laws or regulations that negatively affect the Company directly or indirectly
through increased costs on its suppliers. There can be no assurance that environmental conditions relating to prior,
existing or future sites or other environmental changes will not adversely affect the Company’s financial condition and
results of operations through, for instance, business interruption, cost of remediation or adverse publicity.
Unfavorable changes in, failure to comply with or increased costs to comply with laws and regulations could
adversely affect the Company.
In addition to environmental laws and regulations, the Company is subject to federal, state and local laws and
regulations relating to, among other things, product safety, zoning, land use, workplace safety, public health,
accessibility and restrictions on the sale of various products including alcoholic beverages, tobacco and drugs. The
Company is also subject to laws governing its relationship with employees, including minimumwage requirements,
overtime, labor, working conditions, disabled access and work permit requirements. Compliance with, or changes in,
these laws, as well as passage of new laws and the inability to deal with increased government regulation, could
adversely affect the Company’s financial condition and results of operations.
Unfavorable results of legal proceedings could adversely affect the Company.
The Company is a party in various legal claims and actions considered in the normal course of business including
labor and employment, personal injury, intellectual property and other issues. Although not currently anticipated by
management, the results of pending or future legal proceedings could adversely affect the Company’s financial condition
and results of operations.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
At year end, the Company operated approximately 49.8 million square feet of supermarket space. The Company’s
supermarkets vary in size. Current supermarket prototypes range from28,000 to 61,000 square feet. Supermarkets are
often located in strip shopping centers where the Company is the anchor tenant. The majority of the Company’s
supermarkets are leased. Substantially all of these leases will expire during the next 20 years. However, in the normal
course of business, it is expected that the leases will be renewed or replaced by leases on other properties. Both the
building and land are owned at 134 locations. The building is owned while the land is leased at 53 other locations.
The Company supplies its supermarkets fromeight primary distribution centers located in Lakeland, Miami,
J acksonville, Sarasota, Orlando, Deerfield Beach and Boynton Beach, Florida and Lawrenceville, Georgia. The
Company operates six manufacturing facilities including three dairy plants located in Lakeland and Deerfield Beach,
Florida and Lawrenceville, Georgia, two bakery plants located in Lakeland, Florida and Atlanta, Georgia and a deli
plant located in Lakeland, Florida.
The Company’s corporate offices, primary distribution centers and manufacturing facilities are owned with no
outstanding debt. The Company’s properties are well maintained, in good operating condition and suitable and adequate
for operating its business.
Item 3. Legal Proceedings
The Company is a party in various legal claims and actions considered in the normal course of business. The
Company believes its recorded reserves are adequate in light of the probable and estimable liabilities. The estimated
amount of reasonably possible losses for claims, individually and in the aggregate, is considered to be immaterial. 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 4. Mine Safety Disclosures
Not applicable.
5
Executive Officers of the Company
Served as
Officer of
Company
Name Age Business Experience During Last Five Years Since
J ohn A. Attaway, J r. 54 Senior Vice President, General Counsel and Secretary of the Company. 2000
Hoyt R. Barnett 69 Vice Chairman of the Company and Trustee of the Employee Stock 1977
Ownership Plan.
David E. Bornmann 55 Vice President of the Company. 1998
David E. Bridges 63 Vice President of the Company. 2000
Scott E. Brubaker 54 Vice President of the Company. 2005
J effrey G. Chamberlain 56 Director of Real Estate Strategy of the Company to J anuary 2011, 2011
Vice President thereafter.
William E. Crenshaw 62 President of the Company to March 2008, Chief Executive Officer 1990
thereafter.
J oseph DiBenedetto, J r. 53 Regional Director of Retail Operations of the Company to 2011
J anuary 2011, Vice President thereafter.
G. Gino DiGrazia 50 Vice President of the Company. 2002
Laurie Z. Douglas 49 Senior Vice President and Chief Information Officer of the Company. 2006
David S. Duncan 59 Vice President of the Company. 1999
Sandra J . Estep 53 Vice President of the Company. 2002
William V. Fauerbach 66 Vice President of the Company. 1997
Linda S. Hall 53 Vice President of the Company. 2002
J ohn T. Hrabusa 57 Senior Vice President of the Company. 2004
Mark R. Irby 57 Vice President of the Company. 1989
Randall T. J ones, Sr. 50 Senior Vice President of the Company to March 2008, 2003
President thereafter.
Linda S. Kane 47 Vice President and Assistant Secretary of the Company. 2000
Erik J . Katenkamp 41 Director of Information Systems to J anuary 2013, 2013
Vice President thereafter.
L. Renee Kelly 51 Director of Information Systems to J anuary 2013, 2013
Vice President thereafter.
Thomas G. Larson 56 Director of Information Systems to J anuary 2013, 2013
Vice President thereafter.
Thomas M. McLaughlin 62 Vice President of the Company. 1994
Dale S. Myers 60 Vice President of the Company. 2001
Alfred J . Ottolino 47 Vice President of the Company. 2004
David P. Phillips 53 Chief Financial Officer and Treasurer of the Company. 1990
Charles B. Roskovich, J r. 51 Regional Director of Retail Operations of the Company to 2008
J anuary 2008, Vice President to J anuary 2011, Senior
Vice President to J anuary 2013, Vice President thereafter.
Marc H. Salm 52 Director and Counsel of Risk Management of the Company to 2008
J une 2008, Vice President thereafter.
Richard J . Schuler II 57 Vice President of the Company. 2000
Alison Midili Smith 42 Director of Human Resources to J anuary 2013, 2013
Vice President thereafter.
Michael R. Smith 53 Vice President of the Company. 2005
Steven B. Wellslager 46 Director of Information Systems to J anuary 2013, 2013
Vice President thereafter.
The terms of all officers expire in May 2013 or upon the election of their successors.
6
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
(a) Market Information
The Company’s common stock is not traded on an established securities market. Therefore, substantially all
transactions of the Company’s common stock have been among the Company, its employees, former employees,
their families and the benefit plans established for the Company’s employees. The Company’s common stock is
made available for sale only to the Company’s current employees through the Company’s Employee Stock
Purchase Plan (ESPP) and to participants of the Company’s 401(k) Plan. In addition, common stock is made
available under the Employee Stock Ownership Plan (ESOP). Common stock is also made available for sale to
members of the Company’s Board of Directors through the Non-Employee Directors Stock Purchase Plan
(Directors Plan). The Company currently repurchases common stock subject to certain terms and conditions. The
ESPP, 401(k) Plan, ESOP and Directors Plan each contain provisions prohibiting any transfer for value without
the owner first offering the common stock to the Company. The Company serves as the registrar and stock transfer
agent for its common stock.
Because there is no trading of the Company’s common stock on an established securities market, the market price
of the Company’s common stock is determined by its Board of Directors. As part of the process to determine the
stock value, an independent valuation is obtained. The process includes comparing the Company’s financial results
to those of comparable companies that are publicly traded (comparable publicly traded companies). The purpose
of the process is to determine a value for the Company’s common stock that is comparable to the stock value of
comparable publicly traded companies by considering both the results of the stock market and the relative
financial results of comparable publicly traded companies. The market prices for the Company’s common stock
for 2012 and 2011 were as follows:
2012 2011
J anuary - February $20.20 19.85
March - April 22.40 20.90
May - J uly 22.70 21.65
August - October 22.00 22.05
November - December 22.50 20.20
(b) Approximate Number of Equity Security Holders
As of February 5, 2013, the approximate number of holders of the Company’s common stock was 155,000.
(c) Dividends
The Company paid dividends on its common stock of $0.89 per share in 2012, which included an annual dividend
of $0.59 per share paid in J une 2012 and a semi-annual dividend of $0.30 per share paid in December 2012. The
Company paid an annual dividend on its common stock of $0.53 per share in 2011. Due to the growth of the
Company’s dividend over the last several years, the Company decided to begin paying a semi-annual dividend
rather than an annual dividend. To not delay any dividend payments to the Company’s stockholders, the first semi-
annual dividend was paid on December 3, 2012. Payment of dividends is within the discretion of the Company’s
Board of Directors and depends on, among other factors, net earnings, capital requirements and the financial
condition of the Company. In the future, it is believed that the Company will pay semi-annual dividends that in
total will be comparable to the annual dividend paid in J une 2012.
7
(d) Purchases of Equity Securities by the Issuer
Issuer Purchases of Equity Securities
Shares of common stock repurchased by the Company during the three months ended December 29, 2012 were
as follows (amounts are in thousands, except per share amounts):
Total
Number of Approximate
Shares Dollar Value
Purchased as of Shares
Total Average Part of Publicly that May Yet Be
Number of Price Announced Purchased Under
Shares Paid per Plans or the Plans or
Period Purchased Share Programs
(1)
Programs
(1)
September 30, 2012
through
November 3, 2012 1,873 $22.32 N/A N/A
November 4, 2012
through
December 1, 2012 1,635 22.50 N/A N/A
December 2, 2012
through
December 29, 2012 2,802 22.50 N/A N/A
Total 6,310 $22.45 N/A N/A
(1)
Common stock is made available for sale only to the Company’s current employees through the Company’s ESPP and to participants of the
Company’s 401(k) Plan. In addition, common stock is made available under the ESOP. Common stock is also made available for sale to
members of the Company’s Board of Directors through the Directors Plan. The Company currently repurchases common stock subject to
certain terms and conditions. The ESPP, 401(k) Plan, ESOP and Directors Plan each contain provisions prohibiting any transfer for value
without the owner first offering the common stock to the Company.
The Company’s common stock is not traded on an established securities market. The amount of common stock offered to the Company for
repurchase is not within the control of the Company but is at the discretion of the stockholders. The Company does not believe that these
repurchases of its common stock are within the scope of a publicly announced plan or program(although the terms of the plans discussed
above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three
months ended December 29, 2012 required to be disclosed in the last two columns of the table.
8
(e) Performance Graph
The following performance graph sets forth the Company’s cumulative total stockholder return during the five
years ended December 29, 2012, compared to the cumulative total return on the S&P 500 Index and a custom Peer
Group Index including retail food supermarket companies.
(1)
The Peer Group Index is weighted based on the
various companies’ market capitalization. The comparison assumes $100 was invested at the end of 2007 in the
Company’s common stock and in each of the related indices and assumes reinvestment of dividends.
The Company’s common stock is valued as of the end of each fiscal quarter. After the end of a quarter, however,
shares continue to be traded at the prior valuation until the new valuation is received. The cumulative total return
for the companies represented in the S&P 500 Index and the custom Peer Group Index is based on those
companies’ calendar year end trading price. The following performance graph is based on the Company’s trading
price at fiscal year end based on its market price as of the prior fiscal quarter. Because the Company’s fiscal year
end valuation of the Company’s shares is effective after the date this document is to be filed with the Securities
and Exchange Commission (SEC), a performance graph based on the fiscal year end valuation (market price as of
March 1, 2013) is not presented below. Rather, for comparative purposes, a performance graph based on the fiscal
year end valuation is provided in the 2013 Proxy Statement.
2007 2008 2009 2010 2011 2012
? Publix $100.00 88.00 82.25 102.66 107.02 123.90
? S&P 500 100.00 60.46 79.93 90.98 92.97 106.05
? Peer Group
(1)
100.00 77.47 77.72 78.72 80.85 79.99
(1) Companies included in the Peer Group are: Ahold, Delhaize Group, Kroger, Safeway, Supervalu and Weis Markets. Winn Dixie is no longer
included in the Peer Group due to its acquisition by Bi-Lo in 2012.
50.00
60.00
70.00
80.00
90.00
100.00
110.00
120.00
$130.00
Comparison of Five-Year Cumulative Return Based Upon Year End Trading Price
9
Item 6. Selected Financial Data
2012 2011
(1)
2010 2009 2008
(Amounts are in thousands, except per share amounts and number of supermarkets.)
Sales:
Sales $27,484,766 26,967,389 25,134,054 24,319,716 23,929,064
Percent change 1.9% 7.3% 3.3% 1.6% 4.0%
Comparable store sales
percent change 2.2% 4.1% 2.3% (3.2%) 1.3%
Earnings:
Gross profit
(2)
$ 7,573,782 7,447,019 7,022,611 6,727,037 6,442,241
Earnings before income
tax expense $ 2,302,594 2,261,773 2,039,418 1,774,714 1,651,412
Net earnings $ 1,552,255 1,491,966 1,338,147 1,161,442 1,089,770
Net earnings as a
percent of sales 5.6% 5.5% 5.3% 4.8% 4.6%
Common stock:
Weighted average
shares outstanding 782,553 784,815 786,378 788,835 818,248
Basic and diluted
earnings per share $ 1.98 1.90 1.70 1.47 1.33
Dividends per share $ 0.89
(3)
0.53 0.46 0.41 0.44
Financial data:
Capital expenditures $ 697,112 602,952 468,530 693,489 1,289,707
Working capital $ 928,138 752,464 771,918 469,260 232,809
Current ratio 1.42 1.37 1.37 1.24 1.13
Total assets $12,278,320 11,268,232 10,159,087 9,004,292 8,089,672
Long-term debt (including
current portion) $ 158,472 134,584 149,361 99,326 71,940
Common stock related
to ESOP $ 2,272,963 2,137,217 2,016,696 1,862,350 1,777,153
Total equity $ 9,128,818 8,341,457 7,305,592 6,303,538 5,643,298
Supermarkets 1,069 1,046 1,034 1,014 993
(1)
Fiscal year 2011 includes 53 weeks. All other years include 52 weeks.
(2)
Gross profit represents sales less cost of merchandise sold as reported in the consolidated statements of earnings.
(3)
The Company paid dividends on its common stock of $0.89 per share in 2012, which included an annual dividend of $0.59 per share paid in
J une 2012 and a semi-annual dividend of $0.30 per share paid in December 2012.
10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The Company is primarily engaged in the retail food industry, operating supermarkets in Florida, Georgia,
Alabama, South Carolina and Tennessee. The Company has signed leases for supermarket sites in North Carolina
expected to open in 2014. The Company has no other significant lines of business or industry segments. As of
December 29, 2012, the Company operated 1,069 supermarkets including 757 located in Florida, 180 in Georgia, 52
in Alabama, 47 in South Carolina and 33 in Tennessee. In 2012, 31 supermarkets were opened (including 12
replacement supermarkets) and 113 supermarkets were remodeled. Eight supermarkets were closed during 2012. The
Company opened 21 supermarkets in Florida, three in Alabama, three in Tennessee, two in Georgia and two in South
Carolina during 2012. Replacement supermarkets opened in 2012 replaced seven of the supermarkets closed during
the same period and five supermarkets closed in 2011 that were replaced on site. The remaining supermarket closed
in 2012 will not be replaced.
The Company’s revenues are earned and cash is generated as merchandise is sold to customers. Income is
earned by selling merchandise at price levels that produce sales revenues in excess of the cost of merchandise sold
and operating and administrative expenses. The Company has generally been able to increase revenues and net
earnings from year to year. Further, the Company has been able to meet its cash requirements from internally
generated funds without the need to generate cash through debt financing. The Company’s year end cash balances
are significantly impacted by capital expenditures, investment transactions, stock repurchases and dividend
payments.
The Company sells a variety of merchandise to generate revenues. This merchandise includes grocery (including
dairy, produce, deli, bakery, meat and seafood), health and beauty care, general merchandise and other products and
services. Most of the Company’s supermarkets also have pharmacy and floral departments. Merchandise includes a
mix of nationally advertised and private label brands as well as unbranded merchandise such as produce, meat and
seafood. The Company’s private label brands play an increasingly important role in its merchandising strategy.
Operating Environment
The Company is engaged in the highly competitive retail food industry. Competition is based primarily on
quality of goods and service, price, convenience, product mix and store location. In addition, the Company competes
with other retailers for additional retail site locations. The Company competes with retailers as well as other labor
market competitors in attracting and retaining quality employees. The Company’s primary competition throughout
its market areas is with several national and regional traditional supermarket chains, independent supermarkets and
specialty food stores as well as non-traditional competition such as supercenters, membership warehouse clubs, mass
merchandisers, dollar stores, drug stores, restaurants and convenience stores. As a result of the highly competitive
environment, traditional supermarkets, including the Company, face business challenges. There has been a trend in
recent years for traditional supermarkets to lose market share to non-traditional competition. The success of the
Company, in particular its ability to retain its customers, depends on its ability to meet the business challenges
created by this competitive environment.
In order to meet the competitive challenges facing the Company, management continues to focus on the
Company’s core strategies, including customer service, product quality, shopping environment, competitive pricing
and convenient locations. The Company has implemented several strategic business and technology initiatives as
part of the execution of these core strategies. The Company believes these core strategies and related strategic
initiatives differentiate it from its competition and present opportunities for increased market share and sustained
financial growth.
11
Results of Operations
The Company’s fiscal year ends on the last Saturday in December. Fiscal years 2012 and 2010 include 52 weeks and fiscal
year 2011 includes 53 weeks.
Sales
Sales for 2012 were $27.5 billion as compared with $27.0 billion in 2011, an increase of $517.4 million or a 1.9% increase.
After excluding sales of $485.2 million for the extra week in 2011, the Company estimates that its sales increased $420.0
million or 1.6% fromnew supermarkets (excluding replacement supermarkets) and $582.6 million or 2.2% fromcomparable
store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). Sales for supermarkets
that are replaced on site are classified as new supermarket sales since the replacement period for the supermarket is generally
9 to 12 months. Comparable store sales for 2012 increased primarily due to product cost inflation and increased customer counts
resulting froma better, but still difficult, economic climate.
Sales for 2011 were $27.0 billion as compared with $25.1 billion in 2010, an increase of $1,833.3 million or a 7.3%
increase. The Company estimates that its sales increased $485.2 million or 1.9% fromthe additional week in 2011, $317.6
million or 1.3% fromnew supermarkets and $1,030.5 million or 4.1% fromcomparable store sales. Comparable store sales for
2011 increased primarily due to product cost inflation and increased customer counts resulting froma better economic climate.
Sales for 2010 were $25.1 billion as compared with $24.3 billion in 2009, an increase of $814.3 million or a 3.3% increase.
The Company estimates that its sales increased $254.9 million or 1.0% fromnew supermarkets and $559.4 million or 2.3%
fromcomparable store sales. Comparable store sales for 2010 increased primarily due to increased customer counts resulting
froma better economic climate.
Gross profit
Gross profit (sales less cost of merchandise sold) as a percentage of sales was 27.6%, 27.6% and 27.9% in 2012, 2011 and
2010, respectively. Excluding the last-in, first-out (LIFO) reserve effect of $28.4 million, $67.1 million and $14.1 million in
2012, 2011 and 2010, respectively, gross profit as a percentage of sales would have been 27.7%, 27.9% and 28.0% in 2012,
2011 and 2010, respectively. After excluding the LIFO reserve effect, the decreases in gross profit as a percentage of sales for
2012 as compared with 2011 and for 2011 as compared with 2010 were primarily due to product cost increases, some of which
were not passed on to customers.
Operating and administrative expenses
Operating and administrative expenses as a percentage of sales were 20.5%, 20.5% and 21.1% in 2012, 2011 and 2010,
respectively. After excluding the effect of the incremental sales fromthe additional week in 2011, operating and administrative
expenses as a percentage of sales would have been 20.9%. The decrease in operating and administrative expenses as a
percentage of sales for 2012 as compared with 2011 was primarily due to a decrease in payroll as a percentage of sales primarily
due to more effective scheduling. After excluding the effect of the incremental sales for the additional week in 2011, operating
and administrative expenses as a percentage of sales for 2011 as compared with 2010 remained relatively unchanged.
Investment income, net
Investment income, net was $88.4 million, $93.0 million and $91.8 million in 2012, 2011 and 2010, respectively. The
decrease in investment income, net for 2012 as compared with 2011 was primarily due to a decrease in realized gains on the sale
of equity securities partially offset by a decrease in other-than-temporary impairment (OTTI) losses on equity securities and an
increase in dividend income. The increase in investment income, net for 2011 as compared with 2010 was primarily due to an
increase in dividend income partially offset by OTTI losses on equity securities.
There were no OTTI losses on available-for-sale (AFS) securities in 2012 and 2010. The Company recorded OTTI losses
on equity securities of $6.1 million in 2011. There were no OTTI losses on debt securities in 2011.
Other income, net
Other income, net was $48.9 million, $33.9 million and $26.3 million in 2012, 2011 and 2010, respectively. The increase
in other income, net for 2012 as compared with 2011 was primarily due to a settlement received fromcredit card companies.
Income taxes
The effective income tax rate was 32.6%, 34.0% and 34.4% in 2012, 2011 and 2010, respectively. The decrease in the
effective income tax rate for 2012 as compared with 2011 was primarily due to an increase in dividends paid to ESOP
participants due to the payment of the semi-annual dividend, as noted in Dividends below. The decrease in the effective income
tax rate for 2011 as compared with 2010 was primarily due to increases in dividends paid to ESOP participants and jobs tax
credits.
12
Net earnings
Net earnings were $1,552.3 million or $1.98 per share, $1,492.0 million or $1.90 per share and $1,338.1 million or $1.70
per share for 2012, 2011 and 2010, respectively. Net earnings as a percentage of sales were 5.6%, 5.5% and 5.3% for 2012,
2011 and 2010, respectively. The increase in net earnings as a percentage of sales for 2012 as compared with 2011 was
primarily due to the decrease in the effective income tax rate, as noted above. The increase in net earnings as a percentage of
sales for 2011 as compared with 2010 was primarily due to incremental sales fromthe additional week in 2011 partially offset
by the decrease in gross profit as a percentage of sales, as noted above.
Liquidity and Capital Resources
Cash and cash equivalents, short-term investments and long-term investments totaled $5,370.5 million as of
December 29, 2012, as compared with $4,620.1 million as of December 31, 2011. This increase is primarily due to
the Company generating cash in excess of the amount needed for current operations and the timing of payments,
particularly for merchandise, partially offset by the additional dividend paid in December 2012 to transition from an
annual to a semi-annual dividend.
Net cash provided by operating activities
Net cash provided by operating activities was $2,604.2 million for 2012, as compared with $2,341.2 million and
$2,266.0 million for 2011 and 2010, respectively. The increase in cash provided by operating activities for 2012 as
compared with 2011 was primarily due to the timing of payments, particularly for merchandise. The increase in cash
provided by operating activities for 2011 as compared with 2010 was primarily due to an increase in net earnings of
$153.8 million. 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
Net cash used in investing activities was $1,563.6 million for 2012, as compared with $1,819.4 million and
$1,408.7 million for 2011 and 2010, respectively. The primary use of net cash in investing activities for 2012 was
funding capital expenditures and net increases in investment securities. Capital expenditures for 2012 totaled $697.1
million. These expenditures were incurred in connection with the opening of 31 new supermarkets (including 12
replacement supermarkets) and remodeling 113 supermarkets. Eight supermarkets were closed during 2012.
Replacement supermarkets opened in 2012 replaced seven of the supermarkets closed during the same period and
five supermarkets closed in 2011 that were replaced on site. The remaining supermarket closed in 2012 will not be
replaced. New supermarkets added 1.1 million square feet in 2012, an increase of 2.3%. Expenditures were also
incurred for the acquisition of shopping centers with the Company as the anchor tenant, the expansion of warehouses
and new or enhanced information technology hardware and applications. For the same period, the payment for
investments, net of the proceeds from the sale and maturity of such investments, was $871.9 million.
The primary use of net cash in investing activities for 2011 was funding capital expenditures and net increases in
investment securities. Capital expenditures for 2011 totaled $603.0 million. These expenditures were incurred in
connection with the opening of 29 new supermarkets (including 11 replacement supermarkets) and remodeling 126
supermarkets. Seventeen supermarkets were closed during 2011. Replacement supermarkets opened in 2011
replaced 11 of the 17 supermarkets closed during the same period. Five of the supermarkets closed in 2011 were
replaced on site in 2012. The remaining supermarket closed in 2011 was not replaced. New supermarkets added 0.6
million square feet in 2011, an increase of 1.3%. Expenditures were also incurred for the acquisition of shopping
centers with the Company as the anchor tenant and new or enhanced information technology hardware and
applications. For the same period, the payment for investments, net of the proceeds from the sale and maturity of
such investments, was $1,221.7 million.
The primary use of net cash in investing activities for 2010 was funding capital expenditures and net increases in
investment securities. Capital expenditures for 2010 totaled $468.5 million. These expenditures were incurred in
connection with the opening of 41 new supermarkets (including 21 replacement supermarkets) and remodeling 115
supermarkets. Twenty-one supermarkets were closed during 2010. Replacement supermarkets opened in 2010
replaced 19 of the 21 supermarkets closed during the same period and two supermarkets closed in 2009. The
remaining two supermarkets closed in 2010 were not replaced. New supermarkets opened included five of the
remaining Florida supermarket locations acquired from Albertson’s LLC not opened in 2008 or 2009. New
supermarkets added 1.1 million square feet in 2010, an increase of 2.4%. Expenditures were also incurred for new or
enhanced information technology hardware and applications. For the same period, the payment for investments, net
of the proceeds from the sale and maturity of such investments, was $943.0 million.
13
Capital expenditure projection
In 2013, the Company plans to open 24 supermarkets. Although real estate development is unpredictable, the
Company’s 2013 new store growth represents a reasonable estimate of anticipated future growth. Capital
expenditures for 2013 are expected to be approximately $810 million, primarily consisting of new supermarkets,
remodeling certain existing supermarkets, construction of new or expansion of existing warehouses, new or
enhanced information technology hardware and applications and acquisition of certain shopping centers with the
Company as the anchor tenant. The shopping center acquisitions are financed with internally generated funds and
assumed debt, if prepayment penalties for the debt are determined to be significant. This capital program is subject
to continuing change and review. In the normal course of operations, the Company replaces supermarkets and closes
supermarkets that are not meeting performance expectations. The impact of future supermarket closings is not
expected to be material.
Net cash used in financing activities
Net cash used in financing activities was $1,070.1 million in 2012, as compared with $760.8 million and $621.9
million in 2011 and 2010, respectively. The increase in cash used in financing activities for 2012 as compared with
2011 was primarily due to an increase in net common stock repurchases and the payment of the semi-annual
dividend, as noted in Dividends below. Net common stock repurchases totaled $354.4 million in 2012, as compared
with $291.3 million and $257.3 million in 2011 and 2010, respectively. The Company currently repurchases
common stock at the stockholders’ request in accordance with the terms of the Company’s ESPP, 401(k) Plan, ESOP
and Directors Plan. The amount of common stock offered to the Company for repurchase is not within the control of
the Company, but is at the discretion of the stockholders. The Company expects to continue to repurchase its
common stock, as offered by its stockholders from time to time, at its then current value for amounts similar to those
in prior years. However, with the exception of certain shares distributed from the ESOP, such purchases are not
required and the Company retains the right to discontinue them at any time.
Dividends
The Company paid dividends on its common stock of $0.89 per share or $698.7 million, $0.53 per share or
$418.7 million and $0.46 per share or $364.1 million in 2012, 2011 and 2010, respectively. The increase in
dividends paid for 2012 as compared with 2011 is primarily due to the payment of the first semi-annual dividend of
$0.30 per share or $234.1 million, paid on December 3, 2012. Due to the growth of the Company’s dividend over
the last several years, the Company decided to begin paying a semi-annual dividend rather than an annual dividend.
To not delay any dividend payments to the Company’s stockholders, the first semi-annual dividend was paid on
December 3, 2012.
Cash requirements
In 2013, the cash requirements for current operations, capital expenditures, common stock repurchases and
dividend payments are expected to be financed by internally generated funds or liquid assets. Based on the
Company’s financial position, it is expected that short-term and long-term borrowings would be available to support
the Company’s liquidity requirements, if needed.
14
Contractual Obligations
Following is a summary of contractual obligations as of December 29, 2012:
Payments Due by Period
2014- 2016- There-
Total 2013 2015 2017 after
(Amounts are in thousands)
Contractual obligations:
Operating leases
(1)
$4,215,456 426,665 782,172 682,269 2,324,350
Purchase obligations
(2)(3)(4)
1,923,043 897,873 308,340 178,504 538,326
Other long-term liabilities:
Self-insurance reserves
(5)
351,726 138,998 94,157 38,106 80,465
Accrued postretirement benefit cost
(6)
121,021 4,300 9,362 10,278 97,081
Long-term debt
(7)
158,472 5,018 80,116 57,128 16,210
Other 16,293 500 531 471 14,791
Total $6,786,011 1,473,354 1,274,678 966,756 3,071,223
Off-Balance Sheet Arrangements
The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a
current or future effect on the Company’s financial condition, results of operations or cash flows.
(1)
For a more detailed description of the operating lease obligations, refer to Note 8(a) Commitments and Contingencies - Operating Leases in
the Notes to Consolidated Financial Statements.
(2)
Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding on the Company and that
specify all significant terms, including fixed or minimumquantities to be purchased, fixed, minimumor variable price provisions and the
approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable within 30 days without penalty.
(3)
As of December 29, 2012, the Company had $7.5 million outstanding in trade letters of credit and $10.2 million in standby letters of credit
to support certain of these purchase obligations.
(4)
Purchase obligations include $1,026.8 million in real estate taxes, insurance and maintenance commitments related to operating leases. The
actual amounts to be paid are variable and have been estimated based on current costs.
(5)
As of December 29, 2012, the Company had a restricted trust account in the amount of $170.0 million for the benefit of the Company’s
insurance carrier to support this obligation.
(6)
For a more detailed description of the postretirement benefit obligations, refer to Note 5 Postretirement Benefits in the Notes to Consolidated
Financial Statements.
(7)
For a more detailed description of the long-termdebt obligations, refer to Note 4 Consolidation of J oint Ventures and Long-TermDebt in
the Notes to Consolidated Financial Statements.
15
Critical Accounting Policies
The Company’s discussion and analysis of its financial condition and results of operations are based upon the
Company’s consolidated financial statements, which have been prepared in accordance with U.S. generally accepted
accounting principles. The preparation of these financial statements 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 fromthose estimates. The Company’s significant accounting policies are described in Note 1 in the
Notes to Consolidated Financial Statements. The Company believes the following critical accounting policies reflect its
more significant judgments and estimates used in the preparation of its consolidated financial statements.
Inventories
Inventories are valued at the lower of cost or market. The cost for 84% of inventories was determined using the dollar
value LIFO method as of December 29, 2012 and December 31, 2011. Under this method, inventory is stated at cost, which
is determined by applying a cost-to-retail ratio to each similar merchandise category’s ending retail value. The cost of the
remaining inventories was determined using the first-in, first-out (FIFO) method. The FIFO cost of inventory approximates
replacement or current cost. The FIFO method is used to value manufactured, seasonal, certain perishable and other
miscellaneous inventory items because of fluctuating costs and inconsistent product availability. The Company also reduces
inventory for estimated losses related to shrink.
Investments
All of the Company’s debt and equity securities are classified as AFS and carried at fair value. The Company evaluates
whether AFS securities are OTTI based on criteria that include the extent to which cost exceeds market value, the duration
of the market decline, the credit rating of the issuer or security, the failure of the issuer to make scheduled principal or
interest payments and the financial health and prospects of the issuer or security. Declines in the value of AFS securities
determined to be OTTI are recognized in earnings and reported as OTTI losses, while declines in the value of AFS
securities determined to be temporary are reported, net of tax, as other comprehensive losses and included as a component
of stockholders’ equity. If market or issuer conditions decline, the Company may incur future impairments.
Debt securities with unrealized losses are considered OTTI if the Company intends to sell the debt security or if the
Company will be required to sell the debt security prior to any anticipated recovery. If the Company determines that a debt
security is OTTI under these circumstances, the impairment recognized in earnings is measured as the difference between
the amortized cost and the current fair value. A debt security is also determined to be OTTI if the Company does not expect
to recover the amortized cost of the debt security. However, in this circumstance, if the Company does not intend to sell the
debt security and will not be required to sell the debt security, the impairment recognized in earnings equals the estimated
credit loss as measured by the difference between the present value of expected cash flows and the amortized cost of the
debt security. Expected cash flows are discounted using the debt security’s effective interest rate. Debt securities held by the
Company at year end primarily consisted of corporate, state and municipality issued bonds and collateralized mortgage
obligations with high credit ratings; therefore, the Company believes the credit risk is low. The Company believes a one
percentage point increase in long-terminterest rates, or 100 basis points, would result in an immaterial unrealized loss on its
debt securities. Since the Company does not intend to sell its debt securities or will likely not be required to sell its debt
securities prior to any anticipated recovery, such a theoretical temporary unrealized loss would impact comprehensive
earnings, but not net earnings or cash flows.
Equity securities held by the Company are subject to equity price risk that results fromfluctuations in quoted market
prices as of the balance sheet date. Market price fluctuations may result fromperceived changes in the underlying economic
characteristics of the issuer, the relative price of alternative investments and general market conditions. An equity security is
determined to be OTTI if the Company does not expect to recover the cost of the equity security. A theoretical decrease of
10% in the value of the Company’s equity securities would result in an immaterial decrease in the value of long-term
investments.
Property, Plant and Equipment and Depreciation
Assets are recorded at cost and are depreciated using the straight-line method over their estimated useful lives or the
terms of their leases, if shorter, as follows: buildings and improvements are at 10 – 40 years, furniture, fixtures and
equipment are at 3 – 20 years and leasehold improvements are at 5 – 40 years. The Company considers lease renewals in the
useful life of its leasehold improvements when such renewals are reasonably assured.
16
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that
the net book value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the net book value of an asset to the future net undiscounted cash flows expected to be generated by the asset.
An impairment loss is recorded for the excess of the net book value over the fair value of the asset impaired. The fair value
is estimated based on expected discounted future cash flows. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less cost to sell and are no longer depreciated. Long-lived assets, including buildings and
improvements, leasehold improvements, and furniture, fixtures and equipment are evaluated for impairment at the
supermarket level.
The Company’s judgment regarding the existence of circumstances that indicate the potential impairment of an asset’s
net book value is based on several factors, including the decision to close a supermarket or a decline in operating cash flows.
The variability of these factors depends on a number of conditions, including uncertainty about future events and general
economic conditions; therefore, the Company’s accounting estimates may change fromperiod to period. These factors
could cause the Company to conclude that a potential impairment exists, and the applicable impairment tests could result in
a determination that the value of long-lived assets is impaired, resulting in a write-down of the long-lived assets. The
Company attempts to select supermarket sites that will achieve the forecasted operating results. To the extent the Company’s
assets are maintained in good condition and the forecasted operating results of the supermarkets are achieved, it is relatively
unlikely that future assessments of recoverability would result in impairment charges that would have a material effect on
the Company’s financial condition and results of operations. There were no material changes in the estimates or assumptions
related to the impairment of long-lived assets in 2012.
Cost of Merchandise Sold
Cost of merchandise sold includes costs of inventory and costs related to in-store production. Cost of merchandise sold
also includes inbound freight charges, purchasing and receiving costs, warehousing costs and other costs of the Company’s
distribution network.
Vendor allowances and credits, including cooperative advertising fees, received froma vendor in connection with the
purchase or promotion of the vendor’s products are recognized as a reduction of cost of merchandise sold as earned. These
allowances and credits are recognized as earned in accordance with the underlying agreement with the vendor and
completion of the earnings process. Short-termvendor agreements with advance payment provisions are recorded as a
current liability and are recognized over the appropriate period as earned according to the underlying agreements. Long-
termvendor agreements with advance payment provisions are recorded as a noncurrent liability and are recognized over the
appropriate period as earned according to the underlying agreements.
Self-Insurance
The Company is self insured for health care claims and property, plant and equipment losses. The Company has
insurance coverage for losses in excess of self-insurance limits for fleet liability, general liability and workers’ compensation
claims. Historically, it has been infrequent for incurred claims to exceed these self-insurance limits.
Self-insurance reserves are established for health care, fleet liability, general liability and workers’ compensation
claims. These reserves are determined based on actual claims experience and an estimate of claims incurred but not reported
including, where necessary, actuarial studies. The Company believes that the use of actuarial studies to determine self-
insurance reserves represents a consistent method of measuring these subjective estimates. Actuarial projections of losses for
general liability and workers’ compensation claims are discounted and subject to variability. The causes of variability
include, but are not limited to, such factors as future interest and inflation rates, future economic conditions, claims
experience, litigation trends and benefit level changes. The Company believes a one percentage point change in the discount
rate, or 100 basis points, would result in an immaterial change in the Company’s self-insurance reserves.
17
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, the following: competitive practices and pricing in the food and drug industries generally and
particularly in the Company’s principal markets; results of programs to increase sales, including private-label sales;
results of programs to control or reduce costs; changes in buying, pricing and promotional practices; changes in
shrink management; changes in the general economy; changes in consumer spending; changes in population,
employment and job growth in the Company’s principal markets; and other factors affecting the Company’s business
within 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, increases in operating costs including, but not limited to, labor costs, credit card fees and
utility costs, particularly electric rates, ability to construct new supermarkets 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 publicly update these forward-looking statements.
18
Item 7A. 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’s cash equivalents and short-term investments are subject to three market risks, namely: interest
rate risk, credit risk and secondary market risk. Most of the cash equivalents and short-term investments are held in
money market investments and debt securities that mature in less than one year. Due to the quality of the short-term
investments held, the Company does not expect the valuation of these investments to be significantly impacted by
future market conditions.
The Company’s long-term investments consist of debt and equity securities that are classified as AFS and
carried at fair value. The Company evaluates whether AFS securities are OTTI based on criteria that include the
extent to which cost exceeds market value, the duration of the market decline, the credit rating of the issuer or
security, the failure of the issuer to make scheduled principal or interest payments and the financial health and
prospects of the issuer or security. Declines in the value of AFS securities determined to be OTTI are recognized in
earnings and reported as OTTI, while declines in the value of AFS securities determined to be temporary are
reported, net of tax, as other comprehensive losses and included as a component of stockholders’ equity. If market or
issuer conditions decline, the Company may incur future impairments.
Debt securities are subject to both interest rate risk and credit risk. Debt securities with unrealized losses are
considered OTTI if the Company intends to sell the debt security or if the Company will be required to sell the debt
security prior to any anticipated recovery. If the Company determines that a debt security is OTTI under these
circumstances, the impairment recognized in earnings is measured as the difference between the amortized cost and
the current fair value. A debt security is also determined to be OTTI if the Company does not expect to recover the
amortized cost of the debt security. However, in this circumstance, if the Company does not intend to sell the debt
security and will not be required to sell the debt security, the impairment recognized in earnings equals the estimated
credit loss as measured by the difference between the present value of expected cash flows and the amortized cost of
the debt security. Expected cash flows are discounted using the debt security’s effective interest rate. Debt securities
held by the Company at year end primarily consisted of corporate, state and municipality issued bonds and
collateralized mortgage obligations with high credit ratings; therefore, the Company believes the credit risk is low.
The Company believes a one percentage point increase in long-term interest rates, or 100 basis points, would result
in an immaterial unrealized loss on its debt securities. Since the Company does not intend to sell its debt securities or
will likely not be required to sell its debt securities prior to any anticipated recovery, such a theoretical temporary
unrealized loss would impact comprehensive earnings, but not net earnings or cash flows.
Equity securities held by the Company are subject to equity price risk that results from fluctuations in quoted
market prices as of the balance sheet date. Market price fluctuations may result from perceived changes in the
underlying economic characteristics of the issuer, the relative price of alternative investments and general market
conditions. An equity security is determined to be OTTI if the Company does not expect to recover the cost of the
equity security. A theoretical decrease of 10% in the value of the Company’s equity securities would result in an
immaterial decrease in the value of long-term investments.
19
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934).
The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. Because of inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 29, 2012. In making this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on this
assessment and these criteria, management believes that the Company’s internal control over financial reporting was
effective as of December 29, 2012.
20
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Schedule
Page
Report of Independent Registered Public Accounting Firm 21
Consolidated Financial Statements:
Consolidated Balance Sheets – December 29, 2012 and December 31, 2011 22
Consolidated Statements of Earnings – Years ended December 29, 2012, December 31, 2011
and December 25, 2010 24
Consolidated Statements of Comprehensive Earnings – Years ended December 29, 2012,
December 31, 2011 and December 25, 2010 25
Consolidated Statements of Cash Flows – Years ended December 29, 2012, December 31, 2011
and December 25, 2010 26
Consolidated Statements of Stockholders’ Equity – Years ended December 29, 2012,
December 31, 2011 and December 25, 2010 28
Notes to Consolidated Financial Statements 29
The following consolidated financial statement schedule of the Company for the years ended
December 29, 2012, December 31, 2011 and December 25, 2010 is submitted herewith:
Schedule II – Valuation and Qualifying Accounts 42
All other schedules are omitted as the required information is inapplicable or the information is
presented in the financial statements or related notes.
21
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Publix Super Markets, Inc.:
We have audited the accompanying consolidated balance sheets of Publix Super Markets, Inc. and subsidiaries as of
December 29, 2012 and December 31, 2011, and the related consolidated statements of earnings, comprehensive
earnings, cash flows and stockholders’ equity for each of the years in the three-year period ended December 29,
2012. In connection with our audits of the consolidated financial statements, we also have audited the financial
statement schedule listed in the accompanying index. These consolidated financial statements and financial statement
schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). 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 consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Publix Super Markets, Inc. and subsidiaries as of December 29, 2012 and December 31, 2011,
and the results of their operations and their cash flows for each of the years in the three-year period ended
December 29, 2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the
related financial statement schedule, when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set forth therein.
KPMG LLP
Tampa, Florida
February 28, 2013
Certified Public Accountants
See accompanying notes to consolidated financial statements.
22
PUBLIX SUPER MARKETS, INC.
Consolidated Balance Sheets
December 29, 2012 and
December 31, 2011
Assets 2012 2011
(Amounts are in thousands)
Current assets:
Cash and cash equivalents $ 337,400 366,853
Short-term investments 797,260 447,972
Trade receivables 519,137 542,990
Merchandise inventories 1,409,367 1,361,709
Deferred tax assets 57,834 59,400
Prepaid expenses 28,124 24,316
Total current assets 3,149,122 2,803,240
Long-term investments 4,235,846 3,805,283
Other noncurrent assets 202,636 171,179
Property, plant and equipment:
Land 688,812 592,843
Buildings and improvements 2,249,176 2,062,833
Furniture, fixtures and equipment 4,587,883 4,540,988
Leasehold improvements 1,385,823 1,321,646
Construction in progress 67,775 103,006
8,979,469 8,621,316
Accumulated depreciation (4,288,753) (4,132,786)
Net property, plant and equipment 4,690,716 4,488,530
$12,278,320 11,268,232
23
Liabilities and Equity 2012 2011
(Amounts are in thousands,
except par value)
Current liabilities:
Accounts payable $ 1,306,996 1,133,120
Accrued expenses:
Contribution to retirement plans 430,395 405,818
Self-insurance reserves 138,998 125,569
Salaries and wages 109,091 110,207
Other 230,486 221,713
Current portion of long-term debt 5,018 15,124
Federal and state income taxes --- 39,225
Total current liabilities 2,220,984 2,050,776
Deferred tax liabilities 327,294 316,802
Self-insurance reserves 212,728 219,660
Accrued postretirement benefit cost 116,721 103,595
Long-term debt 153,454 119,460
Other noncurrent liabilities 118,321 116,482
Total liabilities 3,149,502 2,926,775
Common stock related to Employee
Stock Ownership Plan (ESOP) 2,272,963 2,137,217
Stockholders’ equity:
Common stock of $1 par value. Authorized 1,000,000
shares; issued and outstanding 776,094 shares in
2012 and 779,675 shares in 2011 776,094 779,675
Additional paid-in capital 1,627,258 1,354,881
Retained earnings 6,640,538 6,131,193
Accumulated other comprehensive earnings 38,289 30,261
Common stock related to ESOP (2,272,963) (2,137,217)
Total stockholders’ equity 6,809,216 6,158,793
Noncontrolling interests 46,639 45,447
Total equity 9,128,818 8,341,457
Commitments and contingencies --- ---
$12,278,320 11,268,232
See accompanying notes to consolidated financial statements.
24
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Earnings
Years ended December 29, 2012, December 31, 2011
and December 25, 2010
2012 2011 2010
(Amounts are in thousands, except per share amounts)
Revenues:
Sales $27,484,766 26,967,389 25,134,054
Other operating income 222,006 211,375 194,000
Total revenues 27,706,772 27,178,764 25,328,054
Costs and expenses:
Cost of merchandise sold 19,910,984 19,520,370 18,111,443
Operating and administrative expenses 5,630,537 5,523,469 5,295,287
Total costs and expenses 25,541,521 25,043,839 23,406,730
Operating profit 2,165,251 2,134,925 1,921,324
Investment income 88,449 99,039 91,835
Other-than-temporary impairment losses --- (6,082) ---
Investment income, net 88,449 92,957 91,835
Other income, net 48,894 33,891 26,259
Earnings before income tax expense 2,302,594 2,261,773 2,039,418
Income tax expense 750,339 769,807 701,271
Net earnings $ 1,552,255 1,491,966 1,338,147
Weighted average shares outstanding 782,553 784,815 786,378
Basic and diluted earnings per share $ 1.98 1.90 1.70
See accompanying notes to consolidated financial statements.
25
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Comprehensive Earnings
Years ended December 29, 2012, December 31, 2011
and December 25, 2010
2012 2011 2010
(Amounts are in thousands)
Net earnings $1,552,255 1,491,966 1,338,147
Other comprehensive earnings (losses):
Unrealized gain on available-for-sale
(AFS) securities, net of tax effect
of $12,567, $6,324 and $8,251
in 2012, 2011 and 2010, respectively 19,956 10,041 13,102
Reclassification adjustment for net
realized gain on AFS securities,
net of tax effect of ($4,013), ($7,684) and
($9,473) in 2012, 2011 and 2010,
respectively (6,373) (12,202) (15,043)
Adjustment to postretirement benefit
plan obligation, net of tax effect of
($3,498), ($3,655) and ($1,913) in 2012,
2011 and 2010, respectively (5,555) (5,804) (3,038)
Comprehensive earnings $1,560,283 1,484,001 1,333,168
See accompanying notes to consolidated financial statements.
26
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Cash Flows
Years ended December 29, 2012, December 31, 2011
and December 25, 2010
2012 2011 2010
(Amounts are in thousands)
Cash flows from operating activities:
Cash received from customers $27,579,893 26,980,492 25,209,753
Cash paid to employees and suppliers (24,279,245) (24,024,194) (22,253,046)
Income taxes paid (785,147) (658,213) (686,037)
Self-insured claims paid (293,359) (285,362) (274,305)
Dividends and interest received 182,025 139,727 95,794
Other operating cash receipts 214,022 203,112 184,760
Other operating cash payments (13,982) (14,375) (10,951)
Net cash provided by operating
activities 2,604,207 2,341,187 2,265,968
Cash flows from investing activities:
Payment for capital expenditures (697,112) (602,952) (468,530)
Proceeds from sale of property, plant
and equipment 5,503 5,312 2,815
Payment for investments (1,882,223) (2,062,775) (1,598,759)
Proceeds from sale and maturity of
investments 1,010,277 841,028 655,799
Net cash used in investing activities (1,563,555) (1,819,387) (1,408,675)
Cash flows from financing activities:
Payment for acquisition of common stock (551,816) (497,570) (436,224)
Proceeds from sale of common stock 197,448 206,245 178,914
Dividends paid (698,652) (418,680) (364,087)
Repayments of long-term debt (18,277) (49,076) (10,875)
Other, net 1,192 (1,767) 10,364
Net cash used in financing activities (1,070,105) (760,848) (621,908)
Net (decrease) increase in cash
and cash equivalents (29,453) (239,048) 235,385
Cash and cash equivalents at beginning
of year 366,853 605,901 370,516
Cash and cash equivalents at end of year $ 337,400 366,853 605,901
27
2012 2011 2010
(Amounts are in thousands)
Reconciliation of net earnings to net cash
provided by operating activities:
Net earnings $1,552,255 1,491,966 1,338,147
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 493,239 492,639 507,341
Increase in LIFO reserve 28,419 67,145 14,124
Retirement contributions paid or payable
in common stock 304,285 291,240 275,547
Deferred income taxes 7,002 95,848 20,722
Loss on disposal and impairment of property,
plant and equipment 24,855 13,734 19,896
Gain on AFS securities (10,386) (19,886) (24,516)
Net amortization of investments 108,300 80,890 48,113
Change in operating assets and liabilities
providing (requiring) cash:
Trade receivables 22,517 (50,782) 16,165
Merchandise inventories (76,077) (70,277) 12,121
Prepaid expenses and other
noncurrent assets (3,374) (15,635) (8,054)
Accounts payable and accrued expenses 181,916 (51,741) 63,852
Self-insurance reserves 6,497 9,762 (13,494)
Federal and state income taxes (41,153) 15,763 (5,113)
Other noncurrent liabilities 5,912 (9,479) 1,117
Total adjustments 1,051,952 849,221 927,821
Net cash provided by operating activities $2,604,207 2,341,187 2,265,968
PUBLIX SUPER MARKETS, INC.
Consolidated Statements of Stockholders’ Equity
Years ended December 29, 2012, December 31, 2011
and December 25, 2010
See accompanying notes to consolidated financial statements.
28
Common
Stock Accumulated
(Acquired Other Common Total
Additional from) Sold Comprehensive Stock Stock-
Common Paid-in Retained to Stock- Earnings Related holders’
Stock Capital Earnings holders (Losses) to ESOP Equity
(Amounts are in thousands, except per share amounts)
Balances at December 26, 2009 $780,566 837,969 4,637,884 --- 43,205 (1,862,350) 4,437,274
Comprehensive earnings --- --- 1,338,147 --- (4,979) --- 1,333,168
Dividends, $0.46 per share --- --- (364,087) --- --- --- (364,087)
Contribution of 14,363 shares
to retirement plans 12,968 214,414 --- 21,813 --- --- 249,195
Acquired 23,731 shares
from stockholders --- --- --- (436,224) --- --- (436,224)
Sale of 9,771 shares to
stockholders 2,255 39,625 --- 137,034 --- --- 178,914
Retirement of 14,820 shares (14,820) --- (262,557) 277,377 --- --- ---
Change for ESOP related shares --- --- --- --- --- (154,346) (154,346)
Balances at December 25, 2010 780,969 1,092,008 5,349,387 --- 38,226 (2,016,696) 5,243,894
Comprehensive earnings --- --- 1,491,966 --- (7,965) --- 1,484,001
Dividends, $0.53 per share --- --- (418,680) --- --- --- (418,680)
Contribution of 12,508 shares
to retirement plans 10,064 202,761 --- 48,599 --- --- 261,424
Acquired 23,513 shares
from stockholders --- --- --- (497,570) --- --- (497,570)
Sale of 9,711 shares to
stockholders 2,920 60,112 --- 143,213 --- --- 206,245
Retirement of 14,278 shares (14,278) --- (291,480) 305,758 --- --- ---
Change for ESOP related shares --- --- --- --- --- (120,521) (120,521)
Balances at December 31, 2011 779,675 1,354,881 6,131,193 --- 30,261 (2,137,217) 6,158,793
Comprehensive earnings --- --- 1,552,255 --- 8,028 --- 1,560,283
Dividends, $0.89 per share --- --- (698,652) --- --- --- (698,652)
Contribution of 12,451 shares
to retirement plans 9,845 216,232 --- 52,829 --- --- 278,906
Acquired 24,889 shares
from stockholders --- --- --- (551,816) --- --- (551,816)
Sale of 8,857 shares to
stockholders 2,650 56,145 --- 138,653 --- --- 197,448
Retirement of 16,076 shares (16,076) --- (344,258) 360,334 --- --- ---
Change for ESOP related shares --- --- --- --- --- (135,746) (135,746)
Balances at December 29, 2012 $776,094 1,627,258 6,640,538 --- 38,289 (2,272,963) 6,809,216
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
29
(1) Summary of Significant Accounting Policies
(a) Business
Publix Super Markets, Inc. and its wholly owned subsidiaries (the Company) are in the primary business of
operating retail food supermarkets in Florida, Georgia, Alabama, South Carolina and Tennessee. The Company
has signed leases for supermarket sites in North Carolina expected to open in 2014. The Company was
founded in 1930 and later merged into another corporation that was originally incorporated in 1921. The
Company has no other significant lines of business or industry segments. See percentage of consolidated sales
by merchandise category on page 1.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and
certain joint ventures in which the Company has a controlling financial interest. All significant intercompany
balances and transactions are eliminated in consolidation.
(c) Fiscal Year
The Company’s fiscal year ends on the last Saturday in December. Fiscal years 2012 and 2010 include 52 weeks.
Fiscal year 2011 includes 53 weeks.
(d) Cash Equivalents
The Company considers all liquid investments with maturities of three months or less to be cash equivalents.
(e) Trade Receivables
Trade receivables primarily include amounts due fromvendor allowances, debit and credit card sales and third
party insurance pharmacy billings.
(f) Inventories
Inventories are valued at the lower of cost or market. The cost for 84% of inventories was determined using the
dollar value last-in, first-out method as of December 29, 2012 and December 31, 2011. The cost of the remaining
inventories was determined using the first-in, first-out (FIFO) method. The FIFO cost of inventory approximates
replacement or current cost. The FIFO method is used to value manufactured, seasonal, certain perishable and
other miscellaneous inventory items because of fluctuating costs and inconsistent product availability. The
Company also reduces inventory for estimated losses related to shrink. If the FIFO method of valuing inventories
had been used by the Company to value all inventories, then inventories and current assets would have been higher
than reported by $374,977,000 and $346,558,000 as of December 29, 2012 and December 31, 2011, respectively.
(g) Investments
All of the Company’s debt and equity securities are classified as available-for-sale (AFS) and are carried at fair
value. The Company evaluates whether AFS securities are other-than-temporarily impaired (OTTI) based on
criteria that include the extent to which cost exceeds market value, the duration of the market value decline, the
credit rating of the issuer or security, the failure of the issuer to make scheduled principal or interest payments and
the financial health and prospects of the issuer or security.
Declines in the value of AFS securities determined to be OTTI are recognized in earnings and reported as OTTI
losses. Debt securities with unrealized losses are considered OTTI if the Company intends to sell the debt security
or if the Company will be required to sell the debt security prior to any anticipated recovery. If the Company
determines that a debt security is OTTI under these circumstances, the impairment recognized in earnings is
measured as the difference between the amortized cost and the current fair value. A debt security is also
determined to be OTTI if the Company does not expect to recover the amortized cost of the debt security.
However, in this circumstance, if the Company does not intend to sell the debt security and will not be required to
sell the debt security, the impairment recognized in earnings equals the estimated credit loss as measured by the
difference between the present value of expected cash flows and the amortized cost of the debt security. Expected
cash flows are discounted using the debt security’s effective interest rate. An equity security is determined to be
OTTI if the Company does not expect to recover the cost of the equity security. Declines in the value of AFS
securities determined to be temporary are reported, net of tax, as other comprehensive losses and included as a
component of stockholders’ equity.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
30
Interest and dividend income, amortization of premiums, accretion of discounts and realized gains and losses
on AFS securities are included in investment income. Interest income is accrued as earned. Dividend income is
recognized as income on the ex-dividend date of the security. The cost of AFS securities sold is based on the
FIFO method.
(h) Property, Plant and Equipment and Depreciation
Assets are recorded at cost and are depreciated using the straight-line method over their estimated useful
lives or the terms of the related leases, if shorter, as follows:
Buildings and improvements 10 – 40 years
Furniture, fixtures and equipment 3 – 20 years
Leasehold improvements 5 – 40 years
Maintenance and repairs are charged to operating expenses as incurred. Expenditures for renewals and
betterments are capitalized. The gain or loss realized on disposed assets or assets to be disposed of is
recorded as operating and administrative expenses in the consolidated statements of earnings.
(i) Capitalized Computer Software Costs
The Company capitalizes certain costs incurred in connection with developing or obtaining software for
internal use. These costs are capitalized and amortized over a three year life. The amounts capitalized were
$11,144,000, $9,818,000 and $7,514,000 for 2012, 2011 and 2010, respectively.
(j) Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances
indicate that the net book value of an asset may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of the net book value of an asset to the future net undiscounted cash
flows expected to be generated by the asset. An impairment loss is recorded for the excess of the net book
value over the fair value of the asset impaired. The fair value is estimated based on expected discounted
future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value
less cost to sell and are no longer depreciated. Long-lived assets, including buildings and improvements,
leasehold improvements, and furniture, fixtures and equipment, are evaluated for impairment at the
supermarket level.
(k) Self-Insurance
The Company is self insured for health care claims and property, plant and equipment losses. The Company
has insurance coverage for losses in excess of self-insurance limits for fleet liability, general liability and
workers’ compensation claims. Self-insurance reserves are established for health care, fleet liability, general
liability and workers’ compensation claims. These reserves are determined based on actual claims experience
and an estimate of claims incurred but not reported including, where necessary, actuarial studies. Actuarial
projections of losses for general liability and workers’ compensation claims are discounted.
(l) Comprehensive Earnings
Comprehensive earnings include net earnings and other comprehensive earnings. Other comprehensive
earnings include revenues, expenses, gains and losses that have been excluded from net earnings and
recorded directly to stockholders’ equity. Included in other comprehensive earnings for the Company are
unrealized gains and losses on AFS securities and adjustments to the postretirement benefit plan obligation.
As of December 29, 2012, accumulated other comprehensive earnings included net unrealized gains on
AFS securities of $95,016,000, less tax effect of $36,730,000, and an unfunded postretirement benefit
obligation of $32,589,000, less tax effect of $12,592,000. As of December 31, 2011, accumulated other
comprehensive earnings included net unrealized gains on AFS securities of $72,879,000, less tax effect of
$28,176,000, and an unfunded postretirement benefit obligation of $23,536,000, less tax effect of
$9,094,000.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
31
(m) Revenue Recognition
Revenue is recognized at the point of sale for retail sales. Customer returns are immaterial. Vendor coupons
that are reimbursed are accounted for as sales. Coupons and other sales incentives offered by the Company
that are not reimbursed are recorded as a reduction of sales.
Sales TaxesThe Company records sales net of applicable sales taxes.
(o) Other Operating Income
Other operating income is recognized on a net revenue basis as earned. Other operating income includes
income generated from other activities, primarily lottery commissions, automated teller transaction fees,
commissions on licensee sales, mall gift card commissions, money transfer fees, vending machine
commissions and coupon redemption income.
(p) Cost of Merchandise Sold
Cost of merchandise sold includes costs of inventory and costs related to in-store production. Cost of
merchandise sold also includes inbound freight charges, purchasing and receiving costs, warehousing costs
and other costs of the Company’s distribution network.
Vendor allowances and credits, including cooperative advertising allowances, received from a vendor in
connection with the purchase or promotion of the vendor’s products are recognized as a reduction of cost of
merchandise sold as earned. These allowances and credits are recognized as earned in accordance with the
underlying agreement with the vendor and completion of the earnings process. Short-term vendor
agreements with advance payment provisions are recorded as a current liability and are recognized over the
appropriate period as earned according to the underlying agreements. Long-term vendor agreements with
advance payment provisions are recorded as a noncurrent liability and are recognized over the appropriate
period as earned according to the underlying agreements.
The amount of cooperative advertising allowances recognized as a reduction of cost of merchandise sold
was $9,190,000, $8,898,000 and $10,715,000 for 2012, 2011 and 2010, respectively.
(q) Advertising Costs
Advertising costs are expensed as incurred and were $208,295,000, $202,405,000 and $191,788,000 for
2012, 2011 and 2010, respectively.
(r) Other Income, net
Other income, net includes rent received from tenants in owned shopping centers, net of related expenses,
and other miscellaneous nonoperating income.
(s) Income Taxes
Deferred tax assets and liabilities are established for temporary differences between financial and tax
reporting bases and are subsequently adjusted to reflect changes in tax rates expected to be in effect when
the temporary differences reverse. The Company recognizes accrued interest and penalties related to
income tax liabilities as a component of income tax expense.
(t) Common Stock and Earnings Per Share
Basic and diluted earnings per share are calculated by dividing net earnings by the weighted average shares
outstanding. Basic and diluted earnings per share are the same because the Company does not have options
or other stock compensation programs that impact the calculation of diluted earnings per share. All shares
owned by the Employee Stock Ownership Plan (ESOP) are included in the earnings per share calculations.
Dividends paid to the ESOP, as well as dividends on all other common stock shares, are reflected as a
reduction of retained earnings. All common stock shares, including ESOP and 401(k) Plan shares, receive
one vote per share and have the same dividend rights. The voting rights for ESOP shares allocated to
participants’ accounts are passed through to the participants. The Trustee of the 401(k) Plan votes the
shares held in that plan.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
32
(u) Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
(2) Fair Value of Financial Instruments
The fair value of certain of the Company’s financial instruments, including cash and cash equivalents, trade
receivables and accounts payable, approximates their respective carrying amounts due to their short-term
maturity.
The fair value of AFS securities is based on market prices using the following measurement categories:
Level 1 – Fair value is determined by using quoted prices in active markets for identical investments. AFS
securities that are included in this category are primarily a mutual fund and equity securities.
Level 2 – Fair value is determined by using other than quoted prices. By using observable inputs (for
example, benchmark yields, interest rates, reported trades and broker dealer quotes), the fair value is
determined through processes such as benchmark curves, benchmarking of like securities and matrix pricing
of corporate and municipal bonds by using pricing of similar bonds based on coupons, ratings and
maturities. In addition, the value of collateralized mortgage obligation securities is determined by using
models to develop prepayment and interest rate scenarios for these securities which have prepayment
features. AFS securities that are included in this category are primarily debt securities (tax exempt and
taxable bonds).
Level 3 – Fair value is determined by using other than observable inputs. Fair value is determined by using
the best information available in the circumstances and requires significant management judgment or
estimation. No AFS securities are currently included in this category.
Following is a summary of fair value measurements for AFS securities as of December 29, 2012 and
December 31, 2011:
Fair
Value Level 1 Level 2 Level 3
(Amounts are in thousands)
December 29, 2012 $5,033,106 713,741 4,319,365 ---
December 31, 2011 $4,253,255 473,099 3,780,156 ---
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
33
(3) Investments
Following is a summary of AFS securities as of December 29, 2012 and December 31, 2011:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
(Amounts are in thousands)
2012
Tax exempt bonds $3,115,963 33,787 2,646 3,147,104
Taxable bonds 1,141,514 17,667 355 1,158,826
Restricted investments 170,000 431 --- 170,431
Equity securities 510,613 58,631 12,499 556,745
$4,938,090 110,516 15,500 5,033,106
2011
Tax exempt bonds $2,488,135 36,657 550 2,524,242
Taxable bonds 1,226,136 20,015 1,514 1,244,637
Restricted investments 170,000 --- 3,019 166,981
Equity securities 296,105 35,564 14,274 317,395
$4,180,376 92,236 19,357 4,253,255
Realized gains on sales of AFS securities totaled $23,772,000 for 2012. Realized losses on sales of AFS
securities totaled $13,386,000 for 2012. There were no OTTI losses on AFS securities in 2012.
Realized gains on sales of AFS securities totaled $35,864,000 for 2011. Realized losses on AFS securities
totaled $15,978,000 for 2011, including OTTI losses on equity securities of $6,082,000. There were no OTTI
losses on debt securities in 2011.
Realized gains on sales of AFS securities totaled $28,935,000 for 2010. Realized losses on sales of AFS
securities totaled $4,419,000 for 2010. There were no OTTI losses on AFS securities in 2010.
The amortized cost and fair value of AFS securities by expected maturity as of December 29, 2012 and
December 31, 2011 are as follows:
2012 2011
Amortized Fair Amortized Fair
Cost Value Cost Value
(Amounts are in thousands)
Due in one year or less $ 792,946 797,260 445,296 447,972
Due after one year through five years 2,725,036 2,755,043 2,492,484 2,524,020
Due after five years through ten years 520,800 526,924 348,427 356,808
Due after ten years 218,695 226,703 428,064 440,079
4,257,477 4,305,930 3,714,271 3,768,879
Restricted investments 170,000 170,431 170,000 166,981
Equity securities 510,613 556,745 296,105 317,395
$4,938,090 5,033,106 4,180,376 4,253,255
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
34
Following is a summary of temporarily impaired AFS securities by the time period impaired as of December 29,
2012 and December 31, 2011:
Less Than 12 Months
12 Months or Longer Total
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
(Amounts are in thousands)
2012
Tax exempt bonds $566,914 2,646 --- --- 566,914 2,646
Taxable bonds 81,876 355 --- --- 81,876 355
Equity securities 209,759 8,878 14,260 3,621 224,019 12,499
Total temporarily
impaired AFS securities $858,549 11,879 14,260 3,621 872,809 15,500
2011
Tax exempt bonds $138,892 536 6,026 14 144,918 550
Taxable bonds 201,538 1,514 --- --- 201,538 1,514
Restricted investments 166,981 3,019 --- --- 166,981 3,019
Equity securities 86,236 13,899 1,889 375 88,125 14,274
Total temporarily
impaired AFS securities $593,647 18,968 7,915 389 601,562 19,357
There are 329 AFS securities contributing to the total unrealized loss of $15,500,000 as of December 29, 2012.
Unrealized losses related to debt securities are primarily driven by interest rate volatility impacting the market
value of certain bonds. The Company continues to receive scheduled principal and interest payments on these
debt securities. Unrealized losses related to the equity securities are primarily driven by stock market volatility.
(4) Consolidation of Joint Ventures and Long-Term Debt
From time to time, the Company enters into J oint Ventures (J V), in the legal form of limited liability companies,
with certain real estate developers to partner in the development of shopping centers with the Company as the
anchor tenant. The Company consolidates certain of these J Vs in which it has a controlling financial interest.
The Company is considered to have a controlling financial interest in a J V when it has (1) the power to direct
the activities of the J V that most significantly impact the J V’s economic performance and (2) the obligation to
absorb losses or the right to receive benefits from the J V that could potentially be significant to such J V.
The Company evaluates a J V using specific criteria to determine whether the Company has a controlling
financial interest and is the primary beneficiary of the J V. Factors considered in determining whether the
Company is the primary beneficiary include risk and reward sharing, experience and financial condition of the
other J V members, voting rights, involvement in routine capital and operating decisions and each member’s
influence over the J V owned shopping center’s economic performance.
Generally, most major J V decision making is shared between all members. In particular, the use and sale of J V
assets, business plans and budgets are generally required to be approved by all members. However, the
Company, through its anchor tenant operating lease agreement, has the power to direct the activities that most
significantly influence the economic performance of the J V owned shopping center. Additionally, through its
member equity interest in the J V, the Company will receive a significant portion of the J V’s benefits or is
obligated to absorb a significant portion of the J V’s losses.
As of December 29, 2012, the carrying amounts of the assets and liabilities of the consolidated J Vs were
$157,675,000 and $60,364,000, respectively. As of December 31, 2011, the carrying amounts of the assets and
liabilities of the consolidated J Vs were $177,226,000 and $76,249,000, respectively. The assets are owned by,
and the liabilities are obligations of, the J Vs, not the Company, except for a portion of the long-term debt of
certain J Vs guaranteed by the Company. The J Vs are financed with capital contributions from the members,
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
35
loans and/or the cash flows generated by the J V owned shopping centers once in operation. Total earnings
attributable to noncontrolling interests for 2012, 2011 and 2010 were immaterial. The Company’s involvement
with these J Vs does not have a significant effect on the Company’s financial condition, results of operations or
cash flows.
The Company’s long-term debt results primarily from the consolidation of loans of certain J Vs and loans
assumed in connection with the acquisition of certain shopping centers with the Company as the anchor tenant.
The Company assumed loans totaling $42,165,000 and $34,299,000 during 2012 and 2011, respectively.
Maturities of J V loans range from April 2014 through J une 2015 and have either (1) fixed interest rates ranging
from 4.5% to 5.3% or (2) variable interest rates based on a LIBOR index plus basis points ranging from 195
basis points to 250 basis points. Maturities of assumed shopping center loans range from September 2013
through J anuary 2027 and have fixed interest rates ranging from 5.1% to 7.5%.
As of December 29, 2012, the aggregate annual maturities and scheduled payments of long-term debt are as
follows:
Year
(Amounts are in thousands)
2013 $ 5,018
2014 38,487
2015 41,629
2016 49,818
2017 7,310
Thereafter 16,210
$158,472
(5) Postretirement Benefits
The Company provides postretirement life insurance benefits for certain salaried and hourly full-time employees
who meet the eligibility requirements. Effective J anuary 1, 2002, the Company amended the retiree life
insurance benefit under its Group Life Insurance Plan. To receive the retiree life insurance benefit after the
amendment, an employee must have had at least five years of full-time service and the employee’s age plus
years of credited service must have equaled 65 or greater as of October 1, 2001. At retirement, such employees
also must be at least age 55 with at least 10 years of full-time service to be eligible to receive postretirement life
insurance benefits.
Actuarial losses were recognized in other comprehensive earnings of $9,053,000, less tax effect of $3,498,000, in
2012, $9,459,000, less tax effect of $3,655,000, in 2011 and $4,951,000, less tax effect of $1,913,000, in 2010.
The Company made benefit payments to beneficiaries of retirees of $3,785,000, $3,146,000 and $2,626,000
during 2012, 2011 and 2010, respectively.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
36
The following tables provide a reconciliation of the changes in the benefit obligation and fair value of plan
assets and the unfunded status of the plan measured as of December 29, 2012 and December 31, 2011:
2012 2011
(Amounts are in thousands)
Change in benefit obligation:
Benefit obligation as of beginning of year $107,624 94,776
Service cost 148 163
Interest cost 4,866 5,301
Actuarial loss 12,168 10,530
Benefit payments (3,785) (3,146)
Benefit obligation as of end of year 121,021 107,624
Change in fair value of plan assets:
Fair value of plan assets as of beginning of year --- ---
Employer contributions 3,785 3,146
Benefit payments (3,785) (3,146)
Fair value of plan assets as of end of year --- ---
Unfunded status of the plan as of end of year $121,021 107,624
Current liability $ 4,300 4,029
Noncurrent liability 116,721 103,595
Total recognized liability $121,021 107,624
The estimated future benefit payments are expected to be paid as follows:
Year
(Amounts are in thousands)
2013 $ 4,300
2014 4,561
2015 4,801
2016 5,029
2017 5,249
2018 through 2022 29,756
Thereafter 67,325
$121,021
Net periodic postretirement benefit cost consists of the following components:
2012 2011 2010
(Amounts are in thousands)
Service cost $ 148 163 175
Interest cost 4,866 5,301 5,291
Amortization of actuarial losses 3,115 1,071 95
Net periodic postretirement benefit cost $8,129 6,535 5,561
Actuarial losses are amortized from accumulated other comprehensive earnings into net periodic postretirement
benefit cost over future years when the accumulation of such losses exceeds 10% of the year end benefit
obligation.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
37
The measurement date is the Company’s fiscal year end. The net periodic postretirement benefit cost is based on
assumptions determined at the prior year end measurement date.
Following are the actuarial assumptions that were used in the calculation of the year end benefit obligation:
2012 2011 2010
Discount rate 3.8% 4.6% 5.7%
Rate of compensation increase 4.0% 4.0% 4.0%
Following are the actuarial assumptions that were used in the calculation of the net periodic postretirement
benefit cost:
2012 2011 2010
Discount rate 4.6% 5.7% 6.2%
Rate of compensation increase 4.0% 4.0% 4.0%
The Company determined the discount rate using a yield curve methodology based on high quality bonds with a
rating of AA or better.
(6) Retirement Plans
The Company has a trusteed, noncontributory ESOP for the benefit of eligible employees. The Company
recognizes an expense related to the Company’s discretionary contribution to the ESOP based on a percent of net
earnings before taxes that is approved by the Board of Directors each year. ESOP contributions can be made in
Company common stock or cash. Compensation expense recorded for contributions to this plan was $278,529,000,
$267,099,000 and $253,093,000 for 2012, 2011 and 2010, respectively.
The Company’s ESOP includes a put option for shares of the Company’s common stock distributed fromthe
ESOP. Shares are distributed fromthe ESOP primarily to separated vested participants and certain eligible
participants who elect to diversify their account balances. Since the Company’s common stock is not currently
traded on an established securities market, if the owners of distributed shares desire to sell their shares, the
Company is required to purchase the shares at fair value for a 15-month period after distribution of the shares from
the ESOP. The fair value of distributed shares subject to the put option totaled $126,647,000 and $116,824,000 as
of December 29, 2012 and December 31, 2011, respectively. The cost of the shares held by the ESOP totaled
$2,146,316,000 and $2,020,393,000 as of December 29, 2012 and December 31, 2011, respectively. Due to the
Company’s obligation under the put option, the distributed shares subject to the put option and the shares held by
the ESOP are classified as temporary equity in the mezzanine section of the consolidated balance sheets and totaled
$2,272,963,000 and $2,137,217,000 as of December 29, 2012 and December 31, 2011, respectively. The fair value
of the shares held by the ESOP totaled $5,418,856,000 and $4,917,283,000 as of December 29, 2012 and
December 31, 2011, respectively.
The Company has a 401(k) plan for the benefit of eligible employees. The 401(k) plan is a voluntary defined
contribution plan. Eligible employees may contribute up to 10% of their eligible annual compensation, subject to
the maximumcontribution limits established by federal law. The Company may make a discretionary annual
matching contribution to eligible participants of this plan as determined by the Board of Directors. During 2012,
2011 and 2010, the Board of Directors approved a match of 50% of eligible contributions up to 3% of eligible
wages, not to exceed a maximummatch 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, is in common stock of the Company. Compensation expense
recorded for the Company’s match to the 401(k) plan was $24,957,000, $24,141,000 and $22,454,000 for 2012,
2011 and 2010, respectively.
The Company intends to continue its retirement plans; however, the right to modify, amend, terminate or merge
these plans has been reserved. In the event of termination, all amounts contributed under the plans must be paid to
the participants or their beneficiaries.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
38
(7) Income Taxes
Total income taxes for 2012, 2011 and 2010 were allocated as follows:
2012 2011 2010
(Amounts are in thousands)
Earnings $750,339 769,807 701,271
Other comprehensive earnings (losses) 5,056 (5,015) (3,135)
$755,395 764,792 698,136
The provision for income taxes consists of the following:
Current Deferred Total
(Amounts are in thousands)
2012
Federal $654,715 9,861 664,576
State 88,622 (2,859) 85,763
$743,337 7,002 750,339
2011
Federal $592,275 90,486 682,761
State 81,684 5,362 87,046
$673,959 95,848 769,807
2010
Federal $601,098 23,778 624,876
State 79,451 (3,056) 76,395
$680,549 20,722 701,271
A reconciliation of the provision for income taxes at the federal statutory tax rate of 35% to earnings before
income taxes compared to the Company’s actual income tax expense is as follows:
2012 2011 2010
(Amounts are in thousands)
Federal tax at statutory tax rate $805,908 791,621 713,796
State income taxes (net of federal tax benefit) 55,746 56,580 49,657
ESOP dividend (76,900) (46,675) (40,718)
Other, net (34,415) (31,719) (21,464)
$750,339 769,807 701,271
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
39
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred
tax liabilities as of December 29, 2012 and December 31, 2011 are as follows:
2012 2011
(Amounts are in thousands)
Deferred tax assets:
Self-insurance reserves $116,901 114,522
Retirement plan contributions 49,876 48,825
Postretirement benefit cost 46,688 41,515
Reserves not currently deductible 15,986 18,047
Inventory capitalization 11,768 11,687
Other 23,045 18,642
Total deferred tax assets $264,264 253,238
Deferred tax liabilities:
Property, plant and equipment, primarily due
to depreciation $497,932 491,485
Investment valuation 24,086 7,831
Other 11,706 11,324
Total deferred tax liabilities $533,724 510,640
The Company expects the results of future operations and the reversal of deferred tax liabilities to generate
sufficient taxable income to allow utilization of deferred tax assets; therefore, no valuation allowance has been
recorded as of December 29, 2012 and December 31, 2011.
The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file
income tax returns as well as all open tax years in these jurisdictions. The periods subject to examination for the
Company’s federal return are the 2008 through 2011 tax years, and the Internal Revenue Service is currently
auditing the 2008 through 2011 tax years. The periods subject to examination for the Company’s state returns are
the 2007 through 2011 tax years. The Company believes that the outcome of any examination will not have a
material effect on its financial condition, results of operations or cash flows. As of December 31, 2011, the
Company had an immaterial accrual for income tax related interest expense.
The Company had no unrecognized tax benefits in 2012 and 2011. Because the Company does not have any
unrecognized tax benefits as of December 29, 2012, there will be no effect on the Company’s effective income tax
rate in future periods due to the recognition of unrecognized tax benefits.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
40
(8) Commitments and Contingencies
(a) Operating Leases
The Company conducts a major portion of its retail operations from leased premises. Initial terms of the
leases are typically 20 years, followed by renewal options at five year intervals, and may include rent
escalation clauses. Minimum rentals represent fixed lease obligations, including insurance and maintenance
to the extent they are fixed in the lease. Contingent rentals represent payment of variable lease obligations,
including real estate taxes, insurance, maintenance and, for certain premises, additional rentals based on a
percentage of sales in excess of stipulated minimums (excess rent). The payment of variable real estate
taxes, insurance and maintenance is generally based on the Company’s pro-rata share of total shopping
center square footage. The Company recognizes rent expense for operating leases with rent escalation
clauses on a straight-line basis over the applicable lease term. The Company estimates excess rent, where
applicable, based on annual sales projections and uses the straight-line method to amortize this cost to rent
expense. The annual sales projections are reviewed periodically and adjusted if necessary. Additionally, the
Company has operating leases for certain transportation and other equipment.
Total rental expense for 2012, 2011 and 2010 is as follows:
2012 2011 2010
(Amounts are in thousands)
Minimum rentals $432,450 410,590 410,390
Contingent rentals 112,819 110,900 117,249
Sublease rental income (4,564) (4,699) (5,912)
$540,705 516,791 521,727
As of December 29, 2012, future minimum lease payments for all noncancelable operating leases and
related subleases are as follows:
Minimum Sublease
Rental Rental
Year Commitments Income Net
(Amounts are in thousands)
2013 $ 431,438 4,773 426,665
2014 407,895 4,031 403,864
2015 379,976 1,668 378,308
2016 355,038 1,062 353,976
2017 328,927 634 328,293
Thereafter 2,325,425 1,075 2,324,350
$4,228,699 13,243 4,215,456
The Company also owns shopping centers which are leased to tenants for minimummonthly rentals plus, in
certain instances, contingent rentals. Minimumrentals represent fixed lease commitments, including insurance
and maintenance. Contingent rentals represent variable lease obligations including real estate taxes,
insurance, maintenance and, in certain instances, excess rent. Rental income was $40,367,000, $36,057,000
and $32,576,000 for 2012, 2011 and 2010, respectively. The amounts of minimum future rental payments
to be received under noncancelable operating leases are $34,458,000, $28,830,000, $22,516,000,
$17,202,000 and $12,268,000 for the years 2013 through 2017, respectively, and $53,672,000 thereafter.
(b) Letters of Credit
As of December 29, 2012, the Company had $7,544,000 outstanding in trade letters of credit and
$10,233,000 in standby letters of credit to support certain purchase obligations.
PUBLIX SUPER MARKETS, INC.
Notes to Consolidated Financial Statements
41
(c) Litigation
The Company is a party in various legal claims and actions considered in the normal course of business.
The Company believes its recorded reserves are adequate in light of the probable and estimable liabilities.
The estimated amount of reasonably possible losses for claims, individually and in the aggregate, is
considered to be immaterial. 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.
(9) Quarterly Information (unaudited)
Following is a summary of the quarterly results of operations for 2012 and 2011. All quarters have 13 weeks,
except the fourth quarter of 2011 which has 14 weeks.
Quarter
First Second Third Fourth
(Amounts are in thousands, except per share amounts)
2012
Revenues $7,126,096 6,838,426 6,702,251 7,039,999
Costs and expenses 6,526,747 6,291,900 6,208,015 6,514,859
Net earnings 409,411 381,631 368,426 392,787
Basic and diluted earnings per share 0.52 0.49 0.47 0.50
2011
Revenues $6,836,402 6,621,633 6,425,379 7,295,350
Costs and expenses 6,264,682 6,079,262 5,978,544 6,721,351
Net earnings 398,167 382,369 311,902 399,528
Basic and diluted earnings per share 0.51 0.48 0.40 0.51
Schedule II
PUBLIX SUPER MARKETS, INC.
Valuation and Qualifying Accounts
Years ended December 29, 2012, December 31, 2011
and December 25, 2010
42
Balance at Additions Deductions Balance at
Beginning Charged to From End of
Description of Year Income Reserves Year
(Amounts are in thousands)
Year ended December 29, 2012
Reserves not deducted from assets:
Self-insurance reserves:
Current $125,569 306,788 293,359 138,998
Noncurrent 219,660 --- 6,932 212,728
$345,229 306,788 300,291 351,726
Year ended December 31, 2011
Reserves not deducted from assets:
Self-insurance reserves:
Current $114,133 296,798 285,362 125,569
Noncurrent 221,337 --- 1,677 219,660
$335,470 296,798 287,039 345,229
Year ended December 25, 2010
Reserves not deducted from assets:
Self-insurance reserves:
Current $119,375 269,063 274,305 114,133
Noncurrent 229,589 --- 8,252 221,337
$348,964 269,063 282,557 335,470
43
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this Annual 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-15. Based upon this evaluation, the Chief Executive
Officer and Chief Financial Officer each concluded that the Company’s disclosure controls and procedures are
effective to provide reasonable assurance that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified by the Securities and Exchange Commission’s rules and forms, and that such information has
been accumulated and communicated to the Company’s management, including the Company’s Chief Executive
Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure. There
have been no changes in the Company’s internal control over financial reporting identified in connection with the
evaluation that occurred during the quarter ended December 29, 2012 that have materially affected, or are
reasonably likely to materially affect, the internal control over financial reporting.
Internal Control over Financial Reporting
Management’s report on the Company’s internal control over financial reporting is included on page 19 of this
report.
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Certain information concerning the executive officers of the Company is set forth in Part I under the caption
“Executive Officers of the Company.” All other information concerning the directors and executive officers of the
Company is incorporated by reference from the Proxy Statement of the Company (2013 Proxy Statement), which the
Company intends to file no later than 120 days after its fiscal year end.
The Company has adopted a Code of Ethical Conduct for Financial Managers that applies to the Company’s
principal executive officer, principal financial officer, principal accounting officer or controller and all persons
performing similar functions. A copy of the Code of Ethical Conduct for Financial Managers was filed as Exhibit 14
to the Annual Report of the Company on Form 10-K for the year ended December 28, 2002.
Item 11. Executive Compensation
Information regarding executive compensation is incorporated by reference from the 2013 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information regarding security ownership of certain beneficial owners and management and related stockholder
matters is incorporated by reference from the 2013 Proxy Statement.
Item 13. Certain Relationships, Related Transactions and Director Independence
Information regarding certain relationships, related transactions and director independence is incorporated by
reference from the 2013 Proxy Statement.
Item 14. Principal Accounting Fees and Services
Information regarding principal accounting fees and services is incorporated by reference from the 2013 Proxy
Statement.
44
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Consolidated Financial Statements and Schedule
The consolidated financial statements and schedule listed in the accompanying Index to Consolidated Financial
Statements and Schedule are filed as part of this Annual Report on Form 10-K.
(b) Exhibits
3.1(a) Composite of the Restated Articles of Incorporation of the Company dated J une 25, 1979 as amended
by (i) Articles of Amendment dated February 22, 1984, (ii) Articles of Amendment dated J une 24,
1992, (iii) Articles of Amendment dated J une 4, 1993, and (iv) Articles of Amendment dated April 18,
2006 are incorporated by reference to the exhibits to the Quarterly Report of the Company on Form
10-Q for the quarter ended April 1, 2006.
3.1(b) Articles of Amendment of the Restated Articles of Incorporation of the Company dated April 18, 2006
are incorporated by reference to the exhibits to the Quarterly Report of the Company on Form 10-Q for
the quarter ended April 1, 2006.
3.2 Amended and Restated By-Laws of the Company are incorporated by reference to an exhibit to the
Current Report on Form 8-K dated November 14, 2012.
10 Indemnification Agreement is incorporated by reference to the form attached as an exhibit to the
Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2001, between the
Company and all of its directors and officers as reported in the Company’s Quarterly Reports on Form
10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K for the periods ended
March 31, 2001, J une 30, 2001, September 29, 2001, J une 29, 2002, December 28, 2002,
September 27, 2003, December 27, 2003, March 27, 2004, May 18, 2005, J uly 1, 2005, J anuary 30,
2006, J anuary 30, 2008, December 22, 2008, April 14, 2009, J anuary 1, 2011 and J anuary 4, 2013.
10.2 Incentive Bonus Plan is incorporated by reference to the exhibits to the Annual Report of the Company
on Form 10-K for the year ended December 31, 2011.
10.5 Indemnification Agreement is incorporated by reference to the form attached as an exhibit to the
Current Report of the Company on Form 8-K dated December 14, 2011, between the Company and the
Trustee of its ESOP, one of the Trustees of its 401(k) SMART Plan and with each member of its
401(k) SMART Plan investment committee.
10.6 Supplemental Executive Retirement Plan is incorporated by reference to an exhibit to the Current
Report on Form 8-K dated November 14, 2012.
14 Code of Ethical Conduct for Financial Managers is incorporated by reference to the exhibits to the
Annual Report of the Company on Form 10-K for the year ended December 28, 2002.
21 Subsidiaries of the Registrant.
23 Consent of Independent Registered Public Accounting Firm.
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
101 The following financial information from the Company’s Annual Report on Form 10-K for the year
ended December 29, 2012, is formatted in Extensible Business Reporting Language: (i) Consolidated
Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of
Comprehensive Earnings, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of
Stockholders’ Equity and (vi) Notes to Consolidated Financial Statements.
45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PUBLIX SUPER MARKETS, INC.
February 28, 2013 By: /s/ J ohn A. Attaway, J r.
J ohn A. Attaway, J r.
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Carol J enkins Barnett Director February 28, 2013
Carol J enkins Barnett
/s/ Hoyt R. Barnett Vice Chairman and Director February 28, 2013
Hoyt R. Barnett
/s/ William E. Crenshaw Chief Executive Officer and Director February 28, 2013
William E. Crenshaw (Principal Executive Officer)
/s/ J ane B. Finley Director February 28, 2013
J ane B. Finley
/s/ Sherrill W. Hudson Director February 28, 2013
Sherrill W. Hudson
/s/ Charles H. J enkins, J r. Chairman of the Board and Director February 28, 2013
Charles H. J enkins, J r.
/s/ Howard M. J enkins Director February 28, 2013
Howard M. J enkins
/s/ E. Vane McClurg Director February 28, 2013
E. Vane McClurg
/s/ Maria A. Sastre Director February 28, 2013
Maria A. Sastre
/s/ David P. Phillips Chief Financial Officer and Treasurer February 28, 2013
David P. Phillips (Principal Financial and Accounting Officer)
46
Exhibit 21
Subsidiaries of the Registrant
Publix Alabama, LLC (filed in Alabama)
Publix Asset Management Company (filed in Florida)
PublixDirect, LLC (filed in Florida)
Publix Tennessee, LLC (filed in Florida)
Lone Palm Golf Club, LLC (filed in Florida)
Morning Song, LLC (filed in Florida)
PTO, LLC (filed in Florida)
Real Sub, LLC (filed in Florida)
47
Exhibit 23
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Publix Super Markets, Inc.:
We consent to the incorporation by reference in the registration statements (No. 033-55867, No. 333-62705,
No. 333-63544, No. 333-147049 and No. 333-177948) on Form S-8 of Publix Super Markets, Inc. of our report
dated February 28, 2013 with respect to the consolidated balance sheets of Publix Super Markets, Inc. and
subsidiaries as of December 29, 2012 and December 31, 2011, and the related consolidated statements of earnings,
comprehensive earnings, cash flows and stockholders’ equity for each of the fiscal years in the three-year period
ended December 29, 2012, and the related financial statement schedule as of December 29, 2012, which report
appears in the December 29, 2012 Annual Report on Form 10-K of Publix Super Markets, Inc.
KPMG LLP
Tampa, Florida
February 28, 2013
Certified Public Accountants
48
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
Certification
I, William E. Crenshaw, certify that:
1. I have reviewed this Annual Report on Form 10-K of Publix Super Markets, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, 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 report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 28, 2013
/s/ William E. Crenshaw
William E. Crenshaw
Chief Executive Officer
49
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
Certification
I, David P. Phillips, certify that:
1. I have reviewed this Annual Report on Form 10-K of Publix Super Markets, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, 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 report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Date: February 28, 2013
/s/ David P. Phillips
David P. Phillips
Chief Financial Officer and Treasurer
50
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the Annual Report of Publix Super Markets,
Inc. (the “Company”) on Form 10-K for the period ending December 29, 2012 (the “Report”) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
I, William E. Crenshaw, Chief Executive Officer of the Company, certify, to the best of my knowledge, that on the
date hereof:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ William E. Crenshaw
William E. Crenshaw
Chief Executive Officer
February 28, 2013
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the Annual Report of Publix Super Markets,
Inc. (the “Company”) on Form 10-K for the period ending December 29, 2012 (the “Report”) pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
I, David P. Phillips, Chief Financial Officer and Treasurer of the Company, certify, to the best of my knowledge, that
on the date hereof:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
/s/ David P. Phillips
David P. Phillips
Chief Financial Officer and Treasurer
February 28, 2013
S T O C K H O L D E R I N F O R M A T I O N
Corporate Office
Publix Super Markets, Inc.
3300 Publix Corporate Parkway
Lakeland, Florida 33811
(863) 688-1188
Mailing Address:
Publix Super Markets, Inc.
P.O. Box 407
Lakeland, Florida 33802-0407
Stockholder Information
The common stock of Publix Super Markets, Inc.
is not publicly traded on an established securities
market and, therefore, does not have a “ticker”
symbol. The Company serves as the registrar and
stock transfer agent for its common stock.
For assistance on stock related matters please
contact:
Publix Super Markets, Inc.
Stockholder Services
P.O. Box 32040
Lakeland, Florida 33802-2040
Phone: (863) 688-7407, ext. 52323 or toll-free
(800) 741-4332 (outside of Lakeland)
Fax: (863) 284-3302
Annual Meeting of Stockholders
The Annual Meeting of Stockholders will be held
at the corporate office, 3300 Publix Corporate
Parkway, Lakeland, Florida, on Tuesday, April 16,
2013, at 9:30 a.m.
Annual Report on Form 10-K
This Annual Report on Form 10-K and the 2013
Proxy Statement will be mailed on or about
March 14, 2013 to stockholders of record as of the
close of business on February 5, 2013. Additional
requests for such reports should be directed to
J ohn A. Attaway, J r., Secretary, Publix Super
Markets, Inc., P.O. Box 407, Lakeland, Florida
33802-0407.
Website Access to Reports
The Company makes available through its
website, free of charge, its Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and any amendments to
those reports as soon as reasonably practicable
after such material is electronically filed with
the Securities and Exchange Commission. These
documents are available on the Company’s website
at www.publix.com/stock.
B O A R D O F D I R E C T O R S & O F F I C E R S
P U B L I X S U P E R M A R K E T S , I N C .
? Executive Committee ? Corporate Governance Committee ? Audit Committee ? Compensation Committee ? Nominating Committee
CAROL J ENKI NS BARNE T T HOY T R . BARNE T T
Vice Chairman ???
WI L L I AM E . CRENS HAW
Chief Executive Officer ?
J ANE B. FI NL E Y
??
S HERRI L L W. HUDS ON
??
CHARL E S H. J ENKI NS, J R .
Chairman of the Board ??
HOWAR D M. J ENKI NS
??
E . VANE MCCL URG
???
MARI A A. S AS T RE
??
J OHN A. AT TAWAY, J R .
Senior Vice President,
General Counsel and Secretary
DAVI D E . BORNMANN
Vice President Product Business Development,
Grocery and Non-Foods
DAVI D E . BRI DGES
Vice President Product Business Development,
Fresh Product
S COT T E . BRUBAKER
Vice President Jacksonville Division
J EFFRE Y G. CHAMBERL AI N
Vice President Real Estate.
J OS EPH DI BENEDE T TO, J R .
Vice President Atlanta Division
.
G. GI NO DI GR AZI A
Vice President Finance
L AURI E Z . DOUGL AS
Senior Vice President
and Chief Information Officer
DAVI D S . DUNCAN
Vice President Facilities.
S ANDR A J . ES T EP
Vice President and Controller,
Corporate Accounting
WI L L I AM V. FAUER BACH
Vice President Miami Division.
L I NDA S . HAL L
Vice President Internal Audit
J OHN T. HR ABUS A
Senior Vice President
MARK R . I RBY
Vice President Marketing
R ANDAL L T. J ONE S, S R .
President
L I NDA S . K ANE
Vice President Benefits Administration
and Assistant Secretary
ERI K J . K AT ENK AMP
Vice President Information Systems,
Application Development
L . RENEE KEL LY
Vice President Information Systems,
Application Development
T HOMAS G. L ARS ON
Vice President Information Systems,
Engineering and Operations
T HOMAS M. MCL AUGHL I N
Vice President Lakeland Division.
AL I S ON MI DI L I S MI T H
Vice President Talent
and Organizational Development
DAL E S . MYERS
Vice President Retail Business Development
AL FRED J . OT TOL I NO
Vice President Pharmacy
DAVI D P. PHI L L I P S
Chief Financial Officer and Treasurer
CHARL E S B. ROS KOVI CH, J R .
Vice President Charlotte Division
MARC H. S AL M
Vice President Risk Management
RI CHAR D J . S CHUL ER I I
Vice President Distribution
MI CHAEL R . S MI T H
Vice President Manufacturing
S T E VEN B. WEL L S L AGER
Vice President Information Systems,
Architecture and Security
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