SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 2002
Commission file number 1-7823
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1162835
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Busch Place, St. Louis, Missouri 63118
(Address of principal executive offices) (Zip Code)
314-577-2000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
$1 Par Value Common Stock - 868,579,645 shares as of
June 30, 2002
CONSOLIDATED BALANCE SHEET
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
June 30, Dec. 31,
------------------------
(In millions) 2002 2001
------------------------------------------------------------------
Assets
Current Assets:
Cash................................... $ 288.8 $ 162.6
Accounts and notes receivable.......... 883.9 620.9
Inventories:
Raw materials and supplies........... 243.4 352.4
Work in progress..................... 88.4 79.8
Finished goods....................... 221.2 159.6
Total inventories.................. 553.0 591.8
Other current assets................. 181.9 175.1
------------------------
Total current assets............... 1,907.6 1,550.4
Investments in affiliated companies...... 2,836.2 2,855.0
Other assets............................. 1,160.4 1,149.5
Plant and equipment, net................. 8,354.5 8,390.0
------------------------
Total Assets......................... $14,258.7 $13,944.9
========================
Liabilities and Shareholders Equity
Current Liabilities:
Accounts payable....................... $ 929.8 $ 945.0
Accrued salaries, wages and benefits... 238.4 255.8
Accrued taxes.......................... 335.0 161.1
Other current liabilities.............. 413.5 374.6
------------------------
Total current liabilities............ 1,916.7 1,736.5
------------------------
Postretirement benefits.................. 481.9 482.9
------------------------
Debt..................................... 6,066.5 5,983.9
------------------------
Deferred income taxes.................... 1,417.2 1,367.2
------------------------
Other long-term liabilities.............. 315.7 312.9
------------------------
Shareholder Equity:
Common stock, $1.00 par value,
1.6 billion shares authorized........ 1,450.7 1,445.2
Capital in excess of par value......... 953.2 810.2
Retained earnings...................... 11,985.3 11,258.2
Treasury stock, at cost................ (9,783.1) (8,981.6)
Accumulated other comprehensive loss... (455.1) (338.3)
ESOP debt guarantee.................... (90.3) (132.2)
------------------------
Total Shareholders Equity............ 4,060.7 4,061.5
------------------------
Commitments and Contingencies............ -- --
------------------------
Total Liabilities and Shareholders
Equity............................... $14,258.7 $13,944.9
========================
See accompanying Notes to Consolidated Financial Statements on pages 5
through 13.
2
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
Second Quarter Six Months Ended
Ended June 30, June 30,
-------------------- ---------------------
(In millions, except per share data) 2002 2001 2002 2001
----------------------------------------------------------------------------------------
Gross Sales............................... $ 4,182.4 $ 3,993.8 $ 7,819.8 $ 7,531.1
Excise Taxes............................ (556.3) (541.8) (1,057.1) (1,034.9)
-------------------- --------------------
Net Sales................................. 3,626.1 3,452.0 6,762.7 6,496.2
Cost of Products and Services........... (2,119.8) (2,080.6) (4,034.4) (4,007.5)
Marketing, Distribution and
Administrative Expenses................ (609.6) (563.7) (1,126.6) (1,043.6)
Gain on Sale of Business................ --- --- --- 17.8
-------------------- --------------------
Operating Income.......................... 896.7 807.7 1,601.7 1,462.9
Interest Expense........................ (91.3) (91.7) (180.9) (183.3)
Interest Capitalized.................... 4.7 7.4 9.0 14.6
Interest Income......................... 0.5 0.3 0.6 0.5
Other Income/(Expense), Net............. 0.6 (0.7) (0.3) (4.2)
-------------------- --------------------
Income Before Income Taxes................ 811.2 723.0 1,430.1 1,290.5
Provision for Income Taxes.............. (322.8) (272.8) (582.7) (500.3)
Equity Income............................. 98.1 73.5 195.2 127.9
-------------------- --------------------
Net Income.............................. 586.5 523.7 1,042.6 918.1
Retained Earnings, Beginning of Period.... 11,556.2 10,410.6 11,258.2 10,164.4
Common Stock Dividends (Per Share:
2nd Quarter, 2002-$.18; 2001-$.165
Six Months, 2002 - $.36; 2001 - $.33).. (157.4) (147.2) (315.5) (295.4)
-------------------- --------------------
Retained Earnings, End of Period....... $11,985.3 $10,787.1 $11,985.3 $10,787.1
==================== ====================
Basic Earnings Per Share.................. $ .67 $ .59 $ 1.19 $ 1.03
==================== ====================
Diluted Earnings Per Share................ $ .66 $ .58 $ 1.17 $ 1.01
==================== ====================
See accompanying Notes to Consolidated Financial Statements on pages 5
through 13.
3
CONSOLIDATED STATEMENT OF CASH FLOWS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
Six Months
ended June 30,
------------------
(In millions) 2002 2001
---------------------------------------------------------------------
Cash flow from operating activities:
Net Income.................................. $1,042.6 $ 918.1
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization........... 417.5 409.0
Deferred income taxes................... 50.0 7.9
Gain on sale of SeaWorld Cleveland...... -- (17.8)
Undistributed earnings of affiliated
companies............................. (148.4) (101.0)
Other, net.............................. 89.6 5.3
------------------
Operating cash flow before change in working
capital................................... 1,451.3 1,221.5
Increase in working capital............. (30.0) (161.7)
------------------
Cash provided by operating activities....... 1,421.3 1,059.8
------------------
Cash flow from investing activities:
Capital expenditures........................ (392.6) (578.7)
New business acquisitions................... -- (370.4)
Proceeds from sale of SeaWorld Cleveland.... -- 110.0
------------------
Cash used for investing activities.......... (392.6) (839.1)
------------------
Cash flow from financing activities:
Increase in long-term debt.................. 554.9 1,106.5
Decrease in long-term debt.................. (435.7) (386.6)
Dividends paid to shareholders.............. (315.5) (295.4)
Acquisition of treasury stock............... (801.5) (666.2)
Shares issued under stock plans............. 95.3 32.6
------------------
Cash used for financing activities.......... (902.5) (209.1)
------------------
Net increase in cash during the period........ 126.2 11.6
Cash beginning of period...................... 162.6 159.9
------------------
Cash, end of period........................... $ 288.8 $ 171.5
==================
See accompanying Notes to Consolidated Financial Statements on pages 5
through 13.
4
Anheuser-Busch Companies, Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Unaudited Financial Statements
------------------------------
The unaudited financial statements have been prepared in accordance
with generally accepted accounting principles and applicable SEC
guidelines pertaining to quarterly financial information, and
include all adjustments necessary for a fair presentation. These
statements should be read in combination with the Consolidated
Financial Statements and Notes included in the Company's Annual
Report to Shareholders for the year ended December 31, 2001.
2. Earnings Per Share
------------------
Earnings per share are calculated by dividing net income by
weighted average common shares outstanding for the period. The
difference between basic and diluted weighted average common shares
is due to the dilutive impact of unexercised in-the-money stock
options. There were no adjustments to net income for any period
shown for purposes of calculating earnings per share. Weighted
average common shares outstanding for the second quarter and six
months ended June 30, are shown below (millions of shares):
Second Quarter Six Months
---------------------------- ---------------------------
2002 2001 2002 2001
------------- ----------- ------------ -----------
Basic weighted average shares
outstanding 872.3 892.4 875.4 895.5
============= =========== ============ ===========
Diluted weighted average shares
outstanding 885.3 903.3 888.5 906.9
============= =========== ============ ===========
5
3. Comprehensive Income/(Loss) ($ in millions)
-------------------------------------------
Comprehensive income for the second quarter and six months ended
June 30, follows (in millions):
Second Quarter Six Months
---------------------------- ------------------------------
2002 2001 2002 2001
---- ---- ---- ----
Net Income $586.5 $523.7 $1,042.6 $918.1
Foreign currency
translation adjustment (134.0) 81.4 (148.7) 92.7
Deferred hedging gains/(losses) 4.0 (8.3) 31.9 (22.5)
------ ------ -------- ------
Comprehensive income $456.5 $596.8 $925.8 $988.3
====== ====== ======== ======
-----------------------------------------------------------------------
The components of accumulated other comprehensive loss as of
June 30, 2002 and December 31, 2001 follow (in millions):
June 30, 2002 Dec. 31, 2001
------------- -------------
Foreign currency translation adjustment $(316.5) $(167.8)
Minimum Pension Obligation (131.6) (131.6)
Deferred hedging losses (7.0) (38.9)
------- -------
Total accumulated other comprehensive loss $(455.1) $(338.3)
======= =======
6
4. Finished Product Delivery Costs
-------------------------------
In the fourth quarter of 2001, the company changed its presentation
of pass-through finished product delivery costs reimbursed by
customers. These items were previously offset for zero impact
within cost of products and services. The company now presents
these items separately as sales and cost of products and services.
This change has a minor impact on revenue and profit margin growth,
and has no impact on gross profit, operating income, net income,
earnings per share or cash flow. For comparability, prior period
information has been recast to conform to this presentation.
5. U.S. Income Taxes On Equity Investment Dividends
------------------------------------------------
In the first quarter 2002, the company began presenting U.S.
income taxes relating to foreign equity investment dividends in the
consolidated income tax provision. The company previously presented
these taxes in equity income. This change in presentation has no
impact on net income, earnings per share or cash flow. For
comparability, prior year information has been recast to conform to
this presentation.
6. Adoption Of Goodwill Accounting Standard
----------------------------------------
Effective January 1, 2002, Anheuser-Busch adopted FAS 142,
"Goodwill and Other Intangible Assets," and ceased goodwill
amortization as of the adoption date, in accordance with the
Standard. The company has completed the required transitional
goodwill impairment analysis for FAS 142 adoption purposes and
found no impaired goodwill.
7
Following is a summary of goodwill by segment at December 31, 2001
and June 30, 2002:
--------------- ------------ ---------------- --------------------- --------------
Domestic Beer Int'l Beer Packaging Entertainment Consol.
--------------------------------- --------------- ------------ ---------------- --------------------- --------------
Goodwill Balance at
December 31, 2001 $158.6 788.1 21.9 288.3 $1,256.9
Recharacterization (1) $(139.6) (11.8) -- -- $(151.4)
Currency Translation Adjustment -- $(43.8) -- -- $(43.8)
--------------- ------------ ---------------- --------------------- --------------
Goodwill Balance at
June 30, 2002 $19.0 732.5 21.9 288.3 $1,061.7
--------------------------------- --------------- ------------ ---------------- --------------------- --------------
(1) Domestic beer consists of indefinite lived product distribution
rights relating to exclusive beer distribution territories.
International beer consists of finite lived distribution rights
totaling $19.3 million partially offset by miscellaneous
unidentified intangible assets now being reported as goodwill.
Since January 1, 2002, product distribution rights have been
reported in a discrete asset category on the consolidated balance
sheet.
The impact of goodwill amortization on second quarter 2001 net
income and diluted earnings per share was $9.3 million and $.01,
respectively. The impact on net income and diluted earnings per
share for the first six months of 2001 was $17.6 million and $.02,
respectively.
Had goodwill amortization ceased on January 1, 2001, net income for
the second quarter and first six months of 2001 would have been
$533.0 million and $935.7 million, respectively, while diluted
earnings per share for the same periods would have been $.59 and
$1.03, respectively.
The company continues to amortize intangible assets with finite
lives.
8
7. Derivatives
-----------
Derivatives are included on the balance sheet at fair value, with
changes in fair value recorded either in earnings or equity
depending on the nature of the underlying hedged exposure and how
effective the derivative is at offsetting price movements in the
underlying exposure. All the company's derivative positions qualify
for hedge accounting under FAS 133, "Accounting for Derivative
Instruments and Hedging Activity."
Gains and losses due to commodity hedge ineffectiveness are
recognized as a component of cost of goods sold in the Consolidated
Income Statement. The company recognized gains due to hedge
ineffectiveness totaling $0.2 million for the second quarter and
had no net gain or loss for the first six months of 2002, compared
to losses of $0.2 million and $0.4 million for the similar 2001
periods.
Deferred gains and losses currently included in accumulated other
comprehensive income in shareholders equity will be recognized in
cost of goods sold when the underlying transactions occur ---
generally over the next 12 to 18 months. When recognized, these
gains and losses will essentially offset price changes in the
underlying transaction compared to the original hedged amount. For
the second quarter and first six months of both 2002 and 2001, the
company incurred no derivative transaction gains or losses due to
underlying hedged transactions not occurring as anticipated.
8. Acquisition Of CCU
------------------
During the first quarter 2001, the company purchased a 20% equity
interest in Compania Cervecerias Unidas S.A. (CCU), the largest
brewer in Chile, for $321 million. The company has proportional
Board of Directors representation and the ability to exercise
significant influence. As such, the company accounts for the
9
CCU investment using the equity method. As a result of the
investment in CCU, Anheuser-Busch now owns a 28.6% direct and
indirect interest in CCU's subsidiary, CCU-Argentina, and applies
the equity method of accounting for that investment.
9. Sale Of SeaWorld Cleveland
--------------------------
In the first quarter of 2001, the company sold its SeaWorld
Cleveland theme park to Six Flags, Inc. for $110 million, and
recognized a $17.8 million pretax gain ($.005 per share, after-tax)
which is shown as a separate line item in the consolidated
statement of income. The company did not sell or grant license to
the SeaWorld name.
10. Contingencies
-------------
In January 1997, Maris Distributing Company, Inc., a former
Anheuser-Busch wholesaler in Florida, initiated litigation against
the company alleging breach of contract and 12 other claims.
Anheuser-Busch terminated its distribution agreement with Maris
Distributing in March 1997. During the course of litigation, nine
claims were resolved in favor of Anheuser-Busch. In August 2001, a
jury rendered a verdict against the company in the amount of $50
million on two remaining claims. The Court subsequently awarded
plaintiffs an additional $22.6 million in accumulated pre-judgment
interest on the jury award that continues to accrue at an 11% rate.
Anheuser-Busch continues to believe it acted appropriately in
terminating the distribution agreement of Maris Distributing. Both
Maris and the company have appealed. Anheuser-Busch is vigorously
appealing the judgment and the ultimate outcome cannot presently
be predicted.
The company and certain of its subsidiaries are involved in
additional claims and legal proceedings in which monetary damages
and other relief is sought. The
10
company is vigorously contesting these claims, however resolution
is not expected to occur quickly, and their ultimate outcome cannot
presently be predicted. It is the opinion of management that the
ultimate resolution of these claims, legal proceedings and other
contingencies, either individually or in the aggregate, will not
materially affect the company's financial position, results of
operations, or liquidity.
11. Tsingtao Alliance
-----------------
On July 30, 2002, the company announced its intention to form a
strategic alliance with Tsingtao Brewery Company, Ltd., the largest
brewer in China, and producer of the Tsingtao brand. Anheuser-Busch
currently owns a 4.5% equity interest in Tsingtao and it will
increase its ownership under the agreement. Terms of the agreement
have not been finalized.
11
12. Business Segments Information
-----------------------------
Comparative business segment information for the second quarter
ended June 30, (in millions):
---------------------------------------------------------------------------------------
Domestic Int'l Corporate &
Beer Beer Packaging Entertain. Other Elims. Consol.
----------------------------------------------------------------------------------------------------------------
2002
Gross Sales $3,279.3 199.7 576.7 265.0 32.3 (170.6) $4,182.4
Net Sales:
- Intersegment --- --- $235.8 --- 8.9 (244.7) $---
- External $2,759.1 163.6 340.9 265.0 23.4 74.1 $3,626.1
Income Before
Income Taxes $815.8 28.5 47.9 70.9 4.7 (156.6) $811.2
Equity Income,
Net of Tax --- $98.1 --- --- --- --- $98.1
Net Income $505.8 115.7 29.7 44.0 2.9 (111.6) $586.5
----------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Domestic Int'l Corporate &
Beer Beer Packaging Entertain. Other Elims. Consol.
----------------------------------------------------------------------------------------------------------------
2001 COMPARABLE BASIS *
Gross Sales $3,133.5 182.5 534.9 268.9 36.3 (162.3) $3,993.8
Net Sales:
- Intersegment --- --- $222.1 --- 10.9 (233.0) $---
- External $2,623.9 150.3 312.8 268.9 25.4 70.7 $3,452.0
Income Before
Income Taxes $745.5 22.1 32.1 68.2 5.3 (146.2) $727.0
Equity Income,
Net of Tax --- $78.8 --- --- --- --- $78.8
Net Income $459.8 92.4 19.8 42.3 3.3 (84.6) $533.0
----------------------------------------------------------------------------------------------------------------
* EXCLUDES GOODWILL AMORTIZATION.
---------------------------------------------------------------------------------------
Domestic Int'l Corporate &
Beer Beer Packaging Entertain. Other Elims. Consol.
----------------------------------------------------------------------------------------------------------------
2001 AS REPORTED
Gross Sales $3,133.5 182.5 534.9 268.9 36.3 (162.3) $3,993.8
Net Sales:
- Intersegment --- --- $222.1 --- 10.9 (233.0) $---
- External $2,623.9 150.3 312.8 268.9 25.4 70.7 $3,452.0
Income Before
Income Taxes $744.4 21.8 31.9 65.7 5.3 (146.1) $723.0
Equity Income,
Net of Tax --- $73.5 --- --- --- --- $73.5
Net Income $459.1 86.9 19.7 40.7 3.3 (86.0) $523.7
----------------------------------------------------------------------------------------------------------------
Note: 2001 segment results have been updated to present beer sales
to U.S. military installations and certain operating expenses in the
Domestic Beer segment. These activities were previously presented
within International Beer and Corporate.
12
Comparative business segment information for the six months ended
June 30, ($ in millions):
---------------------------------------------------------------------------------------
Domestic Int'l Corporate &
Beer Beer Packaging Entertain. Other Elims. Consol.
----------------------------------------------------------------------------------------------------------------
2002
Gross Sales $6,306.9 343.7 1,046.3 390.8 49.7 (317.6) $7,819.8
Net Sales:
- Intersegment --- --- $445.1 --- 13.2 (458.3) $---
- External $5,307.3 286.2 601.2 390.8 36.5 140.7 $6,762.7
Income Before
Income Taxes $1,551.8 45.2 78.6 56.4 3.3 (305.2) $1,430.1
Equity Income,
Net of Tax --- $195.2 --- --- --- --- $195.2
Net Income $962.1 223.2 48.7 35.0 2.0 (228.4) $1,042.6
----------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Domestic Int'l Corporate &
Beer Beer Packaging Entertain. Other Elims. Consol.
----------------------------------------------------------------------------------------------------------------
2001 COMPARABLE BASIS *
Gross Sales $6,030.6 316.6 1,029.6 396.6 55.2 (297.5) $7,531.1
Net Sales:
- Intersegment --- --- $416.9 --- 14.9 (431.8) $---
- External $5,047.5 264.8 612.7 396.6 40.3 134.3 $6,496.2
Income Before
Income Taxes $1,419.1 32.8 58.3 68.4 3.9 (284.1) $1,298.4
Equity Income,
Net of Tax --- $137.6 --- --- --- --- $137.6
Net Income $877.5 157.9 36.1 36.9 2.4 (175.1) $935.7
----------------------------------------------------------------------------------------------------------------
* EXCLUDES GOODWILL AMORTIZATION.
---------------------------------------------------------------------------------------
Domestic Int'l Corporate &
Beer Beer Packaging Entertain. Other Elims. Consol.
----------------------------------------------------------------------------------------------------------------
2001 AS REPORTED
Gross Sales $6,030.6 316.6 1,029.6 396.6 55.2 (297.5) $7,531.1
Net Sales:
- Intersegment --- --- $416.9 --- 14.9 (431.8) $---
- External $5,047.5 264.8 612.7 396.6 40.3 134.3 $6,496.2
Income Before
Income Taxes $1,417.0 32.2 57.9 63.2 3.9 (283.7) $1,209.5
Equity Income,
Net of Tax --- $127.9 --- --- --- --- $127.9
Net Income $876.2 147.8 35.8 33.6 2.4 (177.7) $918.1
----------------------------------------------------------------------------------------------------------------
Note: 2001 segment results have been updated to present beer sales
to U.S. military installations and certain operating expenses in the
Domestic Beer segment. These activities were previously presented
within International Beer and Corporate.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND
FINANCIAL CONDITION FOR THE SECOND QUARTER AND FIRST SIX
MONTHS OF 2002
INTRODUCTION
------------
This discussion summarizes the significant factors affecting the
consolidated operating results, financial condition and liquidity/cash flows
of Anheuser-Busch Companies, Inc. for the second quarter and six months
ended June 30, 2002, compared to the second quarter and six months ended
June 30, 2001, and the year ended December 31, 2001. This discussion should
be read in combination with the Consolidated Financial Statements and Notes
included in the company's Annual Report to Shareholders for the year ended
December 31, 2001.
This discussion contains forward-looking statements regarding the
company's expectations concerning its future operations, earnings and
prospects. On the date the forward-looking statements are made, the
statements represent the company's expectations, but such expectations may
change. These expectations involve risks and uncertainties (both favorable
and unfavorable) and are based on many assumptions that the company believes
to be reasonable, but such assumptions may ultimately prove to be inaccurate
or incomplete, in whole or in part. Accordingly, there can be no assurances
that the company's expectations and forward-looking statements will be
correct. Important factors that could cause actual results to differ
(favorably or unfavorably) from the expectations stated in this discussion
include, among others, changes in the pricing environment for the company's
products; changes in U.S. demand for malt beverage products; changes in
consumer preference for the company's malt beverage products; regulatory or
legislative changes; changes in the litigation to which the company is a
party; changes in raw materials prices; changes in interest rates; changes
in foreign currency exchange rates; changes in attendance and consumer
spending patterns for the company's theme park operations; changes in demand
for aluminum beverage containers; changes in the company's international
14
beer business or in the beer business of the company's international equity
partners; and the effect of stock market conditions on the company's share
repurchase program. Anheuser-Busch disclaims any obligation to update any of
these forward-looking statements. If the company determines to update any
forward-looking statement, it will do so publicly. No private statements by
the company or its personnel should be interpreted as updating
forward-looking statements.
SECOND QUARTER AND FIRST SIX MONTHS OF 2002 FINANCIAL RESULTS
-------------------------------------------------------------
Led by continued strong growth in both its domestic beer and
international beer segments, Anheuser-Busch Companies, Inc. achieved record
sales and earnings for the second quarter and first six months of 2002.
Second quarter and first six months earnings per share increased 11.9% and
13.6%, respectively, versus the same 2001 periods. These results are
calculated on a comparable basis, which excludes goodwill amortization from
all periods. Reported earnings per share, which includes goodwill
amortization in 2001, increased 13.8% and 15.8%, respectively.
Anheuser-Busch's excellent financial performance in the second
quarter represents its 15th consecutive quarter of solid double-digit
earnings per share growth, reflecting strong domestic beer industry
fundamentals and the company's continued ability to deliver consistent
quality and dependable earnings growth.
Domestic revenue per barrel growth and volume gains coupled with
favorable costs per barrel drove significantly enhanced profit margins.
Gross profit margin improved 170 basis points and operating profit margin
increased 120 basis points in the second quarter 2002. For the first six
months of 2002, gross margin improved 190 basis points, while operating
margin increased 110 basis points. Return on capital employed increased 80
basis points during the past twelve months versus the similar prior period,
and has increased 260 basis points over the past three years.
Net income for the international beer segment increased 25% in the
second quarter, led by the strong performance of the company's equity
partner, Grupo Modelo,
15
Mexico's largest brewer and brewer of the Corona brand, and significant
increases in volume and profit on the sale of Anheuser-Busch brands
overseas.
Anheuser-Busch's continuing success reflects its ability to
capitalize on favorable domestic beer industry fundamentals for pricing and
volume and the increasing profitability of its international beer segment.
With a strong first half, the company looks forward to continued strong
performance in the remainder of the year and is raising its full year
earnings per share growth target to the 13% to 14% range, in line with
year-to-date results. In addition, Anheuser-Busch remains confident in its
ability to consistently achieve annual double-digit earnings per share
growth over the long-term, with a 12% average annualized target through
2004.
RESULTS OF OPERATIONS
---------------------
Effective in the first quarter 2002, the company ceased amortizing
goodwill in accordance with FAS No. 142, "Goodwill and Other Intangible
Assets." The impact of goodwill amortization on second quarter 2001 net
income and diluted earnings per share was $9.3 million and $.01,
respectively. The impact of goodwill amortization on net income and diluted
earnings per share for the first six months of 2001 was $17.6 million and
$.02, respectively. Had goodwill amortization ceased on January 1, 2001, net
income for the second quarter and first six months of 2001 would have been
$533.0 million and $935.7 million, respectively, while diluted earnings per
share for the same periods would have been $.59 and $1.03.
Key operating results for the second quarter and first six months
of 2002 versus similar 2001 periods are summarized in the following tables.
All discussions of quarterly and year-to-date operating results are based on
2001 results reported on a comparable basis, which excludes the impact of
goodwill amortization.
16
---------------------------------------------------------------------------------------------------------------------
($ in millions, except per share)
----------------------------------------------------------------------
% Growth
Second Quarter 2002 versus 2001
---------------------------------- ---------------------------------
2001 Comparable
2002 Reported Reported Basis *
---------------- --------------- --------------- ---------------
Gross Sales $4,182 $3,994 Up 4.7% Up 4.7%
Net Sales $3,626 $3,452 Up 5.0% Up 5.0%
Operating Income $897 $808 Up 11.0% Up 10.6%
Equity Income, Net of Tax $98 $74 Up 33.4% Up 24.5%
Net Income $587 $524 Up 12.0% Up 10.1%
Diluted Earnings per Share $.66 $.58 Up 13.8% Up 11.9%
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
($ in millions, except per share)
----------------------------------------------------------------------
% Growth
First Six Months 2002 versus 2001
---------------------------------- ---------------------------------
2001 Comparable
2002 Reported Reported Basis *
---------------- --------------- --------------- ---------------
Gross Sales $7,820 $7,531 Up 3.8% Up 3.8%
Net Sales $6,763 $6,496 Up 4.1% Up 4.1%
Operating Income $1,602 $1,463 Up 9.5% Up 9.0%
Equity Income, Net of Tax $195 $128 Up 52.7% Up 41.9%
Net Income $1,043 $918 Up 13.6% Up 11.4%
Diluted Earnings per Share $1.17 $1.01 Up 15.8% Up 13.6%
---------------------------------------------------------------------------------------------------------------------
* Excludes goodwill amortization in 2001.
A discussion of financial highlights for the second quarter and
first six months of 2002 follows.
Anheuser-Busch achieved gross sales of $4.2 billion and $7.8
billion, and net sales of $3.6 billion and $6.8 billion, respectively, in
the second quarter and first six months of 2002. These amounts represent
gross sales increases over 2001 of 4.7% for the second quarter, and 3.8% for
the six months. Net sales increased over 2001 by 5.0% and 4.1%,
respectively, for the same periods. The difference between gross and net
sales reflects beer excise taxes paid by the company on its products.
17
The increases in consolidated gross and net sales are the result of
sales increases of over 5% in both the second quarter and first six months
for the domestic beer segment (due to higher revenue per barrel and volume)
plus higher international beer, partially offset by lower revenue from
entertainment operations and from the company's recycling business. Both
revenues and cost of sales for the company's recycling business decreased on
a year-to-date basis due to a first quarter decline in the market price of
aluminum versus the prior year.
Domestic revenue per barrel grew 3.0% and 3.4% in the second
quarter and first six months of 2002, respectively, versus the same periods
in 2001. This growth reflects the continued favorable pricing environment
and the introduction of Bacardi Silver in the first quarter 2002. Revenue
per barrel has now increased by 2% or more for 15 consecutive quarters,
including increases of over 2.5% for the last eight quarters. Consistent
with the company's practice of implementing annual price increases in two
phases, Anheuser-Busch plans to initiate selected pricing actions in the
fourth quarter 2002. The scope of the revenue enhancement initiatives, which
will again be tailored to specific markets, brands and packages, has not
been finalized.
Domestic beer sales-to-wholesalers volume increased 2.1% for the
second quarter of 2002 versus the second quarter 2001, and 1.8% for the
first six months of 2002. Wholesaler sales-to-retailers volume for the
second quarter plus the first week of July was up 1.8% and increased 2.0%
year-to-date. Including the first week of July in sales-to-retailers volume
provides a more comparable basis versus 2001 by eliminating distortions from
timing differences of 4th of July holiday sales. Wholesaler
sales-to-retailers volume for the second quarter 2002 was up 0.8% versus
2001, and up 1.5% for the first six months.
18
The company's beer volume for the second quarter and first six
months of 2002 is summarized in the following table:
----------------------------------------------------------------------------------------------------------------------
Reported Beer Volume (millions of barrels)
----------------------------------------------------------------------------------------------------------------------
Second Quarter Six Months Ended June 30
----------------------------------------- ---------------------------------------
vs. 2001 vs. 2001
--------------------------- --------------------------
2002 Barrels % 2002 Barrels %
----------- ------------- ------------ ----------- ----------- -------------
Domestic 26.7 Up 0.5 Up 2.1% 51.3 Up 0.9 Up 1.8%
International 2.2 Up 0.2 Up 8.1% 3.9 Up 0.3 Up 7.7%
----------- ------------- ------------ ----------- ----------- -------------
Worldwide A-B Brands 28.9 Up 0.7 Up 2.5% 55.2 Up 1.2 Up 2.2%
Int'l Equity Partner Brands 4.8 Up 0.1 Up 2.6% 9.2 Up 0.6 Up 6.7%
----------- ------------- ------------ ----------- ----------- -------------
Total Brands 33.7 Up 0.8 Up 2.5% 64.4 Up 1.8 Up 2.8%
=========== ============= ============ =========== =========== =============
----------------------------------------------------------------------------------------------------------------------
Anheuser-Busch had domestic beer sales-to-wholesalers of 26.7
million barrels in the second quarter 2002 and 51.3 million barrels in the
first six months. This represents increases of 2.1% for the second quarter
and 1.8% for the first six months, compared to 2001. These increases were
led by Bud Family sales.
The company's domestic market share (excluding exports) for the
first six months of 2002 was 48.3%, compared to 2001 market share of 48.2%.
Domestic market share is determined based on beer industry sales estimates
provided by the Beer Institute and the U.S. Department of Commerce.
Worldwide Anheuser-Busch beer sales volume increased 2.5% and 2.2%,
respectively, for the second quarter and first six months of 2002. Worldwide
beer volume is comprised of domestic volume and international volume.
Domestic volume represents Anheuser-Busch beer produced and shipped within
the United States. International volume represents exports from the
company's U.S. breweries to markets around the world, plus Anheuser-Busch
brands produced overseas by company-owned breweries and under license and
contract brewing agreements.
19
Total volume, which combines worldwide Anheuser-Busch brand volume
with equity volume (representing the company's share of its foreign equity
partners' volume) was 33.7 million barrels in the second quarter 2002, up
0.8 million barrels, or 2.5% versus second quarter 2001. Total volume for
the first six months increased 2.8%, to 64.4 million barrels.
International Anheuser-Busch brand beer volume for the second
quarter and first six months of 2002 was 2.2 million and 3.9 million
barrels, respectively, representing increases of 8.1% and 7.7% versus
comparable 2001 periods. The increases are primarily due to volume growth in
China and the United Kingdom.
Cost of products and services was $2.1 billion and $4.0 billion,
respectively, for the second quarter and first six months of 2002,
reflecting increases of 2.0% and 0.8%, respectively, compared to 2001. The
increases in cost of products and services are principally due to increased
costs associated with higher beer volume, partially offset by the impact of
lower brewing material and energy costs, and lower worldwide aluminum
prices, especially in the first quarter. The decrease in revenue and cost of
sales for the aluminum recycling business in the first quarter resulted in
minimal gross profit impact.
Gross profit as a percentage of net sales was 41.5% for the second
quarter and 40.3% for the first six months of 2002.
Marketing, distribution and administrative expenses for the second
quarter 2002 were $609.6 million, an increase of 8.2% compared with second
quarter 2001. For the first six months of 2002, these expenses were $1.1
billion, an increase of 8.0% versus last year. The increases in marketing,
distribution and administrative expenses are due primarily to increased
domestic marketing costs for the Bud and Michelob families, introductory and
on-going marketing support for Bacardi Silver, and increased distribution
costs due to the acquisition of a beer wholesalership in Southern California
early in the second quarter.
20
Operating income increased $85.7 million, or 10.6% in the second
quarter 2002, and was up $132.3 million, 9.0% for the first six months,
versus comparable periods in 2001. This growth reflects higher revenue per
barrel and domestic beer sales volume for both periods, along with improved
results for entertainment operations in the second quarter and international
beer and packaging segment operations for both the second quarter and first
six months. Excluding the impact of the $17.8 million gain on the sale of
the SeaWorld Cleveland theme park in the first quarter 2001, consolidated
operating income for the first six months increased 10.3% and operating
margin increased 140 basis points. This growth better reflects the results
of the company's ongoing businesses.
International beer segment net income increased 25% in the second
quarter, and 41% for the first six months of 2002 due to improved operating
profits and volume and earnings growth from equity partner Grupo Modelo.
Operating profits for international beer, which exclude equity investments
in Grupo Modelo and CCU, increased in both the second quarter and first six
months primarily due to profit growth in China.
Equity income increased 24.5% in the second quarter 2002, and was
up 41.9% for the first six months, reflecting strong volume and earnings
growth by Grupo Modelo, including the benefit of price increases implemented
in March. Grupo Modelo equity income for the first six months includes a $17
million one-time deferred income tax benefit due to a gradual reduction in
Mexican corporate income tax rates from 35% in 2002 to 32% in 2005. The
Mexican government enacted the lower corporate income tax rates in the first
quarter of 2002. The Mexican tax rate benefit is largely offset by increased
U.S. deferred income taxes, which are included in the company's consolidated
income tax provision, resulting in minimal consolidated net income or
earnings per share benefit. Excluding the impact of this deferred tax
benefit, equity income increased 29.5% for the first six months.
Packaging segment operating profits were up 49% in the second
quarter, and up 35% for the first six months of 2002, primarily due to
higher soft drink can prices and
21
volume as well as operating profit contribution from the company's bottle
manufacturing operation, which began production in the third quarter of
2001.
Entertainment segment operating profits were up 4% in the second
quarter 2002, principally due to effective cost management. Entertainment
profits were up 5% for the first six months compared to last year, excluding
the impact of SeaWorld Cleveland.
Net interest cost (interest expense less interest income) was $90.8
million for the second quarter and $180.3 million for the first six months
of 2002. This represents decreases of 0.7% and 1.4%, respectively compared
to the corresponding periods in 2001. The decreases in net interest cost in
2002 are due to the impact of lower interest rates partially offset by
higher average outstanding debt balances compared to last year.
Interest capitalized decreased 35.8% and 38.4% for the second
quarter and first six months of 2002, respectively, to $4.7 million and $9.0
million. The decreases are due to the timing of project in-service dates and
lower average interest rates compared to 2001.
Other income/expense, net includes equity earnings from the
company's limited partnership investments in beer wholesalers and numerous
other items of a nonoperating nature that do not materially impact the
company's results of operations, either individually or in total. The company
had other income of $0.6 million in the second quarter and other expense of
$0.3 million for the first six months of 2002.
Anheuser-Busch's effective tax rate increased to 39.8% in the
second quarter 2002 versus 37.5% last year, and increased to 40.7% for the
first six months versus 38.5% last year. These increases result from the
Grupo Modelo deferred tax impact previously discussed and higher foreign
investment dividend related taxes, partially offset by the write-off in 2001
of non-tax-deductible goodwill associated with the sale of the SeaWorld
Cleveland theme park.
22
Net income increased $53.5 million, or 10.1% during the second
quarter 2002, and increased $106.9 million, or 11.4% for the first six
months, versus the same periods last year. Diluted earnings per share were
$.66 for the second quarter 2002, an increase of 11.9% compared to prior
year, and were $1.17 for the first six months, an increase of 13.6% compared
to the first half of 2001.
Earnings per share for the first six months of 2001 include a
one-half cent per share benefit from the sale of the SeaWorld Cleveland
theme park. Earnings per share continue to benefit from the company's
ongoing share repurchase program. The company repurchased approximately 16
million shares in the first six months of 2002.
LIQUIDITY AND FINANCIAL CONDITION
---------------------------------
Cash and marketable securities at June 30, 2002 were $288.8
million, an increase of $126.2 million from the December 31, 2001 balance.
The company principally generates its cash flow through operations. Net
issuance of debt provides additional sources of cash as necessary. Principal
uses of cash are capital expenditures, business investments, share
repurchase and dividends. See the Consolidated Statement of Cash Flows for
detailed information.
The company's net debt balance increased $82.6 million since
December 31, 2001, primarily due to an increase in long-term notes
outstanding, partially offset by lower commercial paper borrowings and a
reduction in the ESOP debt guarantee.
At June 30, 2002, $373.7 million of outstanding commercial paper
borrowings were classified as long-term since they are maintained on a
long-term basis with on-going support provided by the company's $2 billion
revolving credit agreement.
On August 1, the company announced its intention to call its
$100 million, 7% Notes due 2005 at par. The notes will be called on
September 1, 2002.
23
Capital expenditures during the first six months of 2002 were
$392.6 million, compared to $578.7 million for the first half of 2001. The
decline in capital expenditures is essentially due to the timing of
spending. Full year 2002 capital expenditures are expected to approximate
$850 to $900 million.
DIVIDEND INCREASE
-----------------
At its July 24, 2002 meeting, the Board of Directors increased the
regular quarterly dividend on outstanding shares of the company's common
stock to $.195 per share, an increase of 8.3% from the prior rate of $.18
per share. The new dividend rate is payable September 9, 2002, to
shareholders of record August 9, 2002.
RISK MANAGEMENT
---------------
The company's derivatives holdings fluctuate during the year based
on normal and recurring changes in purchasing and production activity. Since
December 31, 2001, there have been no significant changes in the company's
interest rate, commodity price and foreign currency exposures, changes in
the types of derivative instruments used to hedge those exposures, or
significant changes in underlying market conditions.
ENVIRONMENTAL MATTERS
---------------------
The company is subject to federal, state and local environmental
protection laws and regulations and is operating within such laws or is
taking action aimed at assuring compliance with such laws and regulations.
Compliance with these laws and regulations is not expected to materially
affect the company's competitive position. None of the Environmental
Protection Agency (EPA) designated clean-up sites for which Anheuser-Busch
has been identified as a Potentially Responsible Party (PRP) would have a
material impact on the company's consolidated financial statements.
24
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
3 - By-Laws of Anheuser-Busch Companies, Inc. (As amended and restated
April 24, 2002)
12 - Ratio of Earnings to Fixed Charges
(b) Reports on Form 8-K
-------------------
ITEM REPORTED DATE OF REPORT
------------- --------------
ITEM 5. Other Events. June 25, 2002
Effects from the
Adoption of Goodwill
Accounting Standard
25
SIGNATURES
Pursuant to the requirements 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.
ANHEUSER-BUSCH COMPANIES, INC.
(Registrant)
/s/ W. Randolph Baker
------------------------------------------
W. Randolph Baker
Vice President and Chief Financial Officer
(Chief Financial Officer)
August 9, 2002
/s/ John F. Kelly
------------------------------------------
John F. Kelly
Vice President and Controller
(Chief Accounting Officer)
August 9, 2002
26