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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period Commission file number 1-9076
ended June 30, 2002
FORTUNE BRANDS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3295276
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Tower Parkway, Lincolnshire, Illinois 60069-3640
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 484-4400
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes (X) No ( )
The number of shares outstanding of the Registrant's common stock, par value
$3.125 per share, at July 31, 2002 was 150,083,064 shares.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions)
June 30, December 31,
2002 2001
-------- ------------
(Unaudited)
Assets
Current assets
Cash and cash equivalents $ 55.7 $ 48.7
Accounts receivable, net 970.0 860.6
Inventories
Bulk whiskey 193.9 180.8
Other raw materials, supplies and
work in process 250.4 249.6
Finished products 390.2 426.2
-------- --------
834.5 856.6
Other current assets 234.7 203.7
-------- --------
Total current assets 2,094.9 1,969.6
Property, plant and equipment, net 1,194.8 1,158.4
Intangibles resulting from
business acquisitions, net 2,267.9 1,789.6
Other assets 417.8 383.3
-------- --------
Total assets $5,975.4 $5,300.9
======== ========
See Notes to Condensed Consolidated Financial Statements.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions, except per share amounts)
June 30, December 31,
2002 2001
-------- ------------
(Unaudited)
Liabilities and stockholders' equity
Current liabilities
Notes payable to banks $ 56.4 $ 37.8
Commercial paper 341.9 --
Current portion of long-term debt 1.1 1.4
Accounts payable 266.2 308.9
Accrued taxes 411.8 353.3
Accrued customer programs 126.9 132.5
Accrued salaries, wages and other compensation 111.9 100.2
Accrued expenses and other liabilities 316.2 324.3
-------- --------
Total current liabilities 1,632.4 1,258.4
Long-term debt 974.8 950.3
Deferred income 213.8 227.2
Postretirement and other liabilities 375.3 371.5
-------- --------
Total liabilities 3,196.3 2,807.4
-------- --------
Minority interest in consolidated subsidiaries
398.2 390.8
Stockholders' equity
$2.67 Convertible Preferred stock -
redeemable at Company's option 8.1 8.6
Common stock, par value $3.125 per
share, 229.6 shares issued 717.4 717.4
Paid-in capital 113.0 113.2
Accumulated other
comprehensive loss (114.0) (131.7)
Retained earnings 4,363.3 4,157.7
Treasury stock, at cost (2,706.9) (2,762.5)
-------- --------
Total stockholders' equity 2,380.9 $2,102.7
-------- --------
Total liabilities and
stockholders' equity $5,975.4 $5,300.9
======== ========
See Notes to Condensed Consolidated Financial Statements.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
for the Six Months Ended June 30, 2002 and 2001
(In millions, except per share amounts)
(Unaudited)
2002 2001
--------- ---------
Net sales $ 2,783.8 $ 2,677.4
Cost of products sold 1,522.8 1,474.7
Excise taxes on spirits and wine 149.3 171.4
Advertising, selling, general and
administrative expenses 719.3 702.5
Amortization of intangibles 6.7 31.5
Restructuring charges 19.3 12.0
Interest and related expenses 37.7 58.9
Other income (29.5) (2.7)
--------- ---------
Income before income taxes 358.2 229.1
Income taxes 69.6 61.3
Minority interests 7.7 3.4
--------- ---------
Net income $ 280.9 $ 164.4
========= =========
Earnings per share
Basic $ 1.88 $ 1.07
========= =========
Diluted $ 1.82 $ 1.05
========= =========
Dividends paid per share $ 0.50 $ 0.48
========= =========
Average number of shares outstanding
Basic 149.5 153.2
========= =========
Diluted 154.3 156.4
========= =========
See Notes to Condensed Consolidated Financial Statements.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
for the Three Months Ended June 30, 2002 and 2001
(In millions, except per share amounts)
(Unaudited)
2002 2001
--------- ---------
Net sales $ 1,513.1 $ 1,405.8
Cost of products sold 824.6 786.2
Excise taxes on spirits and wine 74.6 88.2
Advertising, selling, general and
administrative expenses 375.9 353.4
Amortization of intangibles 3.4 15.8
Restructuring charges 17.5 12.0
Interest and related expenses 20.9 27.1
Other income (23.4) (2.5)
--------- ---------
Income before income taxes 219.6 125.6
Income taxes 18.9 20.8
Minority interests 3.8 1.9
--------- ---------
Net income $ 196.9 $ 102.9
========= =========
Earnings per share
Basic $ 1.31 $ 0.67
========= =========
Diluted $ 1.27 $ 0.66
========= =========
Dividends paid per share $ 0.25 $ 0.24
========= =========
Average number of shares outstanding
Basic 150.3 152.7
========= =========
Diluted 155.1 156.1
========= =========
See Notes to Condensed Consolidated Financial Statements.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the Six Months Ended June 30, 2002 and 2001
(In millions)
(Unaudited)
2002 2001
------- -------
Operating activities
Net income $ 280.9 $ 164.4
Depreciation and amortization 86.0 110.1
Restructuring charges 19.3 12.0
Deferred taxes 15.9 (94.0)
Increase in accounts receivable (66.1) (16.0)
Decrease in inventories 49.7 30.0
Decrease in accounts payable, accrued
expenses and other liabilities (113.7) (17.8)
Increase in accrued taxes 95.0 90.0
Tax benefit on exercise of stock options (22.8) --
Other operating activities, net (73.8) (111.0)
------- -------
Net cash provided from operating activities 270.4 167.7
------- -------
Investing activities
Additions to property, plant and equipment (75.1) (84.6)
Acquisitions, net of cash acquired (433.0) (6.5)
Proceeds from contribution of assets to joint
venture -- 270.0
Other investing activities, net 2.1 2.8
------- -------
Net cash (used) provided by investing activities (506.0) 181.7
------- -------
Financing activities
Proceeds from sale of minority interest in
wholly-owned subsidiary -- 375.0
Increase (decrease) in short-term debt, net 358.4 (537.8)
Issuance of long-term debt 25.0 0.2
Repayment of long-term debt (100.7) (6.7)
Dividends to stockholders (75.3) (74.0)
Cash purchases of common stock for treasury (85.0) (69.7)
Proceeds received from exercise of stock options 120.8 19.0
------- -------
Net cash provided (used) by financing activities 243.2 (294.0)
------- -------
Effect of foreign exchange rate changes on cash (0.6) (5.3)
------- -------
Net increase in cash and cash equivalents 7.0 50.1
Cash and cash equivalents at beginning of period 48.7 20.9
------- -------
Cash and cash equivalents at end of period $ 55.7 $ 71.0
======= =======
See Notes to Condensed Consolidated Financial Statements.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
for the Six Months Ended June 30, 2002 and 2001
(In millions)
(Unaudited)
$2.67 Accumulated
Convertible other Treasury
Preferred Common Paid-in comprehensive Retained stock,
stock stock capital loss earnings at cost Total
===================================================================================================================================
Balance at December 31, 2000 $ 9.2 $ 717.4 $ 125.9 $ (79.6) $3,919.7 $(2,556.7) $2,135.9
Comprehensive income
Net income -- -- -- -- 164.4 -- 164.4
Changes during the period -- -- -- (26.8) -- -- (26.8)
-------- -------- -------- ------- -------- --------- --------
Total comprehensive (loss) income -- -- -- (26.8) 164.4 -- 137.6
-------- -------- -------- ------- -------- --------- --------
Dividends -- -- -- -- (74.0) -- (74.0)
Purchases -- -- -- -- -- (71.6) (71.6)
Conversion of preferred stock and
delivery of stock plan shares (0.3) -- (6.8) -- -- 27.1 20.0
-------- -------- -------- ------- -------- --------- --------
Balance at June 30, 2001 $ 8.9 $ 717.4 $ 119.1 $(106.4) $4,010.1 $(2,601.2) $2,147.9
======== ======== ======== ======= ======== ========= ========
Balance at December 31, 2001 $ 8.6 $ 717.4 $ 113.2 $(131.7) $4,157.7 $(2,762.5) $2,102.7
Comprehensive income
Net income -- -- -- -- 280.9 -- 280.9
Changes during the period -- -- -- 17.7 -- -- 17.7
-------- -------- -------- ------- -------- --------- --------
Total comprehensive income -- -- -- 17.7 280.9 -- 298.6
-------- -------- -------- ------- -------- --------- --------
Dividends -- -- -- -- (75.3) -- (75.3)
Purchases -- -- -- -- -- (85.4) (85.4)
Tax benefit on exercise of stock
options -- -- 22.8 -- -- -- 22.8
Conversion of preferred stock,
delivery of stock plan shares
and sale of stock in a
subsidiary (0.5) -- (23.0) -- -- 141.0 117.5
-------- -------- -------- ------- -------- --------- --------
Balance at June 30, 2002 $ 8.1 $ 717.4 $113.0 $(114.0) $4,363.3 $(2,706.9) $2,380.9
======== ======== ====== ======= ======== ========= ========
See Notes to Condensed Consolidated Financial Statements.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Principles of Consolidation
The condensed consolidated balance sheet as of June 30, 2002, the
related condensed consolidated statements of income for the three month and
six month periods ended June 30, 2002 and 2001, and the related condensed
consolidated statements of cash flows and stockholders' equity for the six
month periods ended June 30, 2002 and 2001 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such
financial statements have been included. Such adjustments include
restructuring and other nonrecurring charges and normal recurring items.
Interim results may not be indicative of results for a full year.
The condensed consolidated financial statements and notes are presented
as permitted by Form 10-Q and do not contain certain information included in
the Company's annual consolidated financial statements and notes. The
year-end condensed consolidated balance sheet was derived from the Company's
audited financial statements, but does not include all disclosures required
by generally accepted accounting principles. This Form 10-Q should be read in
conjunction with the Company's consolidated financial statements and notes
incorporated by reference in its 2001 Annual Report on Form 10-K.
2. Accounting Changes
Goodwill and Purchased Intangible Assets
In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" ("FAS Statement No. 142"). FAS Statement No. 142 requires goodwill to
be tested for impairment on an annual basis and under certain circumstances,
and written down when impaired, rather than amortized as previous standards
required. In addition, FAS Statement No. 142 requires purchased intangible
assets other than goodwill to be amortized over their useful lives unless
these lives are determined to be indefinite. Certain of our tradenames have
been assigned an indefinite life as it was deemed that these tradenames are
currently anticipated to contribute cash flows to the Company indefinitely.
Indefinite-lived intangible assets will not be amortized, but are required to
be evaluated at each reporting period to determine whether the indefinite
useful life is appropriate.
FAS Statement No. 142 is effective for all fiscal years beginning after
December 15, 2001. In accordance with FAS Statement No. 142, of the total
intangibles of $1.8 billion, the Company ceased amortizing
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. Accounting Changes (Continued)
Goodwill and Purchased Intangible Assets (Continued)
intangibles totaling $1.4 billion, including $1.1 billion of goodwill and
$0.3 billion of indefinite-lived tradenames, as of January 1, 2002.
In addition, other purchased intangible assets, primarily
definite-lived tradenames, are carried at cost less accumulated amortization.
The remaining tradenames are amortized over their estimated useful lives,
either 15 or 30 years. The gross carrying value and accumulated amortization
of the Company's amortizable intangible assets were $518.2 million and $171.4
million, respectively, as of June 30, 2002. These amounts do not include
values related to the acquisition of Omega Holdings, Inc. These will be
assigned as final valuations are completed, which is expected to occur during
the third quarter of 2002. The Company's anticipated annual amortization is
expected to be approximately $16 million as compared to $62.7 million in
2001.
The following tables present the impact of FAS Statement No. 142 on
net income and net income per share had the standard been in effect for the
six and three months ended June 30, 2001:
Six Months Ended
June 30, June 30,
2002 2001
------- -------
Net income - as reported $ 280.9 $ 164.4
Adjustments:
Amortization of goodwill -- 18.8
Amortization of tradenames -- 4.2
Income tax effect -- (1.8)
------- -------
Net adjustments -- 21.2
------- -------
Net income - adjusted $ 280.9 185.6
======= =======
Basic net income per share -
as reported $ 1.88 $ 1.07
Basic net income per share -
as adjusted $ 1.88 $ 1.21
Diluted net income per share -
as reported $ 1.82 $ 1.05
Diluted net income per share -
as adjusted $ 1.82 $ 1.19
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. Accounting Changes (Continued)
Goodwill and Purchased Intangible Assets (Concluded)
Three Months Ended
June 30, June 30,
2002 2001
-------- --------
Net income - as reported $ 196.9 $ 102.9
Adjustments:
Amortization of goodwill -- 9.4
Amortization of tradenames -- 2.1
Income tax effect -- (0.9)
-------- --------
Net adjustments -- 10.6
-------- --------
Net income - adjusted $ 196.9 113.5
======== ========
Basic net income per share -
as reported $ 1.31 $ 0.67
Basic net income per share -
as adjusted $ 1.31 $ 0.74
Diluted net income per share -
as reported $ 1.27 $ 0.66
Diluted net income per share -
as adjusted $ 1.27 $ 0.73
As of June 30, 2002, we have performed our transitional tests and no
impairment of goodwill or other intangible assets has been recognized under
FAS Statement No. 142.
Net Sales
As required by the Emerging Issues Task Force Issues No. 00-14 and No.
00-25, net sales reflect the effect of a reclassification of certain expenses
- previously included in selling and general and administrative expenses - as
a reduction of net sales. These reclassifications, which reduced reported net
sales by $57.0 and $27.6 million for the six and three months ending June 30,
2001. These reclassifications did not result in a change in the Company's
operating company contribution, earnings or earnings per share in any of the
periods affected.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. Accounting Changes (Concluded)
Recently Issued Accounting Standards
On July 30, 2002, the Financial Accounting Standards Board issued
Financial Accounting Standard No. 146 (FAS Statement No. 146), "Accounting
for Costs Associated with Exit or Disposal Activities". FAS Statement No. 146
requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to
an exit or disposal plan. Examples of costs covered by FAS Statement No. 146
include lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, plant closing or
other exit or disposal activity. FAS Statement No. 146 also supercedes, in
its entirety, previous accounting guidance that was provided by Emerging
Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)."
FAS Statement No. 146 is effective for exit or disposal activities that
are initiated after December 31, 2002 and the Company will apply FAS
Statement No. 146 prospectively to exit or disposal activities initiated
after December 31, 2002.
3. Sale of Stock of Subsidiary
In January 2002, the Company completed the second of two transactions
to sell shares in its wholly-owned office products subsidiary, ACCO World
Corporation ("ACCO"). These two transactions resulted in an aggregate
reduction of less than 2% of the Company's interest in ACCO. The Company
treated the sale as an equity transaction in accordance with Company policy,
recording the difference between the purchase price and the book value of the
subsidiary's stock to "Paid-in-capital." As a result of the first of the two
transactions, the Company recognized a net tax benefit of $72.9 million in
2001. The two transactions resulted in a substantial tax loss carryforward
that will be realized in the event the Company has qualified taxable capital
gains.
4. Acquisition/Joint Venture
In April 2002, the home products business acquired Omega Holdings, Inc.
("Omega"), a U.S.-based manufacturer of custom and semi-custom cabinetry.
This acquisition broadens the product line, providing additional
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. Acquisition/Joint Venture (Concluded)
selling opportunities across customers, and is expected to produce purchasing
and manufacturing efficiencies. The cost of this acquisition was $538
million. The cost exceeded the estimated fair value of net assets acquired by
approximately $480 million.
If Omega had been included in consolidated results from January 1,
2001, the Company's net sales, net income and diluted earnings per share
would have each been 3% higher for the six months ended June 30, 2002.
Similarly, net sales, net income and diluted earnings per share would have
been 6%, 7% and 7% higher respectively for the six months ended June 30,
2001.
On May 31, 2001, the Company's spirits and wine business completed
transactions with Vin & Sprit AB of Sweden (V&S) creating a joint venture,
named Future Brands LLC (the "LLC"), to distribute over an initial ten-year
period both companies' spirits and wine brands in the United States. The
Company's spirits and wine business has accounted for this joint venture
using the equity method of accounting. V&S paid $270 million to gain access
to the U.S. distribution network of our spirits and wine business and to
acquire a 49% interest in the LLC, and paid $375 million to purchase a 10%
equity interest in Jim Beam Brands Worldwide ("JBBW") in the form of
convertible preferred stock. The shares of JBBW convertible preferred stock
issued to V&S are convertible into 10% of the JBBW common stock and have
voting power equivalent to a 10% interest in JBBW common stock. The preferred
stock is entitled to a dividend equal to the greater of 10% of the dividend
paid upon JBBW common stock or 3% of the preferred stock's face value ($375
million) plus unpaid accrued dividends; no dividends may be paid on common
stock unless all unpaid accrued JBBW preferred stock dividends have been
paid. V&S also received a 3-year option to increase its equity stake in JBBW
by up to an additional 9.9%. V&S may require the Company to purchase the JBBW
preferred stock in whole or in part at any time after May 31, 2004, or upon a
change in control of JBBW, Jim Beam Brands Co. ("JBB Co."), or certain other
events. The Company has accounted for the $270 million gain on the sale of
49% of the LLC as deferred income and the resulting tax on sale as a deferred
income tax asset due to certain continuing obligations of JBB Co., including,
but not limited to, making payments to suppliers, employees and other parties
with which the LLC has contracts in the event of a default of the LLC. In
June 2001, the Company began amortizing these amounts to other income on a
straight-line basis over the initial term of the agreement.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. Income Taxes
In June 2002, the Company recorded a tax benefit of $61.7 million plus
after-tax interest of $9.6 million. This resulted from new IRS regulations,
issued in March 2002, that reinterpret the capital loss disallowance rules
and enabled the Company to utilize a previously disallowed capital tax loss
to offset capital gains taxed in 1996 and 1997. The Company will receive cash
representing the tax refund and related interest upon the conclusion of the
IRS's regular audit of our 1997 tax returns.
6. Information on Business Segments
Net sales and operating company contribution are as follows:
Six Months Ended June 30,
----------------------------------------
Operating
Net Company
Sales Contribution
------------------- ------------------
2002 2001 2002 2001
-------- -------- -------- --------
(In millions)
Home products $1,191.8 $ 988.0 $ 178.6 $ 138.3
Spirits and wine 480.8 580.2 129.0 133.9
Golf products 600.7 554.6 95.4 91.8
Office products 510.5 554.6 16.3 14.6
-------- -------- -------- --------
$2,783.8 $2,677.4 $ 419.3 $ 378.6
======== ======== ======== ========
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. Information on Business Segments (Continued)
Three Months Ended June 30,
----------------------------------------
Operating
Net Company
Sales Contribution
------------------- ------------------
2002 2001 2002 2001
-------- -------- -------- --------
(In millions)
Home products $ 671.2 $ 526.4 $ 108.3 $ 76.8
Spirits and wine 246.1 302.7 70.6 75.1
Golf products 334.7 300.4 63.9 58.3
Office products 261.1 276.3 8.6 7.3
-------- -------- -------- --------
$1,513.1 $1,405.8 $ 251.4 $ 217.5
======== ======== ======== ========
Operating company contribution is net sales less all costs and expenses
other than restructuring and other nonrecurring charges, amortization of
intangibles, corporate administrative expense, interest and related expenses,
other (income) expenses, net, income taxes and minority interests.
A reconciliation of operating company contribution to consolidated
income before income taxes is as follows:
Six Months Ended June 30,
-------------------------
2002 2001
-------- --------
(In millions)
Operating company contribution $419.3 $378.6
Amortization of intangibles 6.7 31.5
Restructuring charges 19.3 12.0
Other nonrecurring charges 3.4 30.3
Interest and related expenses 37.7 58.9
Non-operating expenses (6.0) 16.8
------ ------
Income before income taxes and minority interests $358.2 $229.1
====== ======
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. Information on Business Segments (Concluded)
Three Months Ended June 30,
----------------------------
2002 2001
------------ -------------
(In millions)
Operating company contribution $251.4 $217.5
Amortization of intangibles 3.4 15.8
Restructuring charges 17.5 12.0
Other nonrecurring charges 2.0 30.3
Interest and related expenses 20.9 27.1
Non-operating expenses (12.0) 6.7
------ ------
Income before income taxes and minority interests $219.6 $125.6
====== ======
7. Earnings Per Share
The computation of basic and diluted earnings per common share for "Net
income" is as follows:
Six Months Ended Three Months Ended
June 30, June 30,
-------------------- ----------------------
2002 2001 2002 2001
---------- ------- ---------- ---------
(In millions, except per share amounts)
Net income $ 280.9 $ 164.4 $ 196.9 $ 102.9
Less: Preferred stock dividends 0.4 0.4 0.2 0.2
---------- ------ ---------- ---------
Income available to common
stockholders - basic 280.5 164.0 196.7 102.7
Convertible Preferred stock
dividend requirements 0.4 0.4 0.2 0.2
---------- ------ ---------- ---------
Income available to common
stockholders - diluted $ 280.9 $164.4 $ 196.9 $ 102.9
========== ====== ========== =========
Weighted average number of common
shares outstanding - basic 149.5 $153.2 150.3 152.7
Conversion of Convertible
Preferred stock 1.7 1.8 1.7 1.9
Exercise of stock options 3.1 1.4 3.1 1.5
---------- ------ ---------- ---------
Weighted average number of common
shares outstanding - diluted 154.3 $156.4 155.1 156.1
========== ====== ========== =========
Earnings per common share
Basic $ 1.88 $ 1.07 $ 1.31 $ 0.67
========== ====== ========== =========
Diluted $ 1.82 $ 1.05 $ 1.27 $ 0.66
========== ====== ========== =========
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. Restructuring and Other Nonrecurring Charges
RESTRUCTURING AND OTHER NONRECURRING CHARGES PROGRAM - 2001
In April 2001, the Company announced that as a result of its evaluation
of strategic options for its office products business, it would immediately
begin implementing a plan designed to improve both financial results and the
long-term value of the business. The Company determined that it would not
divest its office products business due to weakness in the overall economy
and current conditions in the office products industry. In addition, in the
fourth quarter of 2001, the home products business recorded restructuring and
other nonrecurring charges for workforce reductions and rationalization of
operations while the golf business recorded charges for capacity reductions
in select technology platforms.
As a result of these actions, the Company recorded pre-tax
restructuring charges for the three-month and six-month periods ended June
30, 2002 as follows:
Restructuring Charges
------------------------------------------
Six Months Ended Three Months Ended
June 30, 2002 June 30, 2002
------------------ --------------------
(In millions)
Office products $19.3 $ 17.5
The charges principally related to employee termination costs, asset
write-offs and costs associated with a consolidation of manufacturing
facilities.
Reconciliation of the restructuring liability, as of June 30,
2002 is as follows:
Balance at 2002 Cash Non-Cash Balance at
12/31/01 Provision Expenditures Write-offs 6/30/02
---------- ---------- ------------ ---------- ----------
(In millions)
Rationalization of
operations
Employment
termination costs (1) $ 17.1 $ 12.2 $ (14.7) $ -- $ 14.6
Other 4.7 -- (1.2) (2.5) 1.0
International distribution
and lease agreements 5.2 1.1 (0.5) -- 5.8
Loss on disposal of assets 2.4 6.0 (0.6) (6.3) 1.5
------ ------ ------ ----- ------
$ 29.4 $ 19.3 $ (17.0) $(8.8) $ 22.9
====== ====== ======= ===== ======
(1) Of the 1,678 positions planned for elimination, 1,203 had been eliminated as
of June 30, 2002.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. Restructuring and Other Nonrecurring Charges (Concluded)
The Company expects that substantially all remaining payments will be
made within the next twelve months.
During the three-month and six-month periods ended June 30, 2002, the
Company recorded pre-tax other nonrecurring charges as follows:
Other Nonrecurring Charges
---------------------------------------------------------
Six Months Ended Three Months Ended
June 30, 2002 June 30, 2002
---------------------------- -------------------------
(In millions)
Cost of Cost of
Sales SG&A Sales SG&A
Charges Charges Total Charges Charges Total
------- ------- ----- ------- ------- -----
Office products $ 2.5 $ 0.9 $ 3.4 $ 1.8 $ 0.2 $ 2.0
The nonrecurring charges relate to the relocation of manufacturing
facilities and inventory write-offs.
RESTRUCTURING AND OTHER NONRECURRING CHARGES PROGRAM - 1999
The following table represents our reconciliation of the restructuring
liability for the 1999 program, as of June 30, 2002, as follows:
Adjustments
to Income/
Balance at Cash Non-Cash Balance at
12/31/01 Expenditures Write-offs 6/30/02
---------- ------------ ---------- ----------
(In millions)
Rationalization of operations
Employment termination costs (1), (2) $2.8 $(0.5) $(2.3) $--
International distribution
and lease agreements (3) 0.5 (0.1) (0.4) --
---- ----- ---- ----
$3.3 $(0.6) $(2.7) $--
==== ===== ===== ====
(1) 2,299 positions had been eliminated as of June 30, 2002 with no additional
eliminations planned.
(2) $0.7 of the $2.3 classified as non-cash write-offs represents the reversal
of certain employment termination costs that were reflected as a reduction
of restructuring charges recorded in 2001. The remaining $1.6 represents a
reclass to reduce employment termination costs.
(3) The amount classified as non-cash write-offs represents a reclass to reduce
certain lease termination costs.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. Comprehensive Loss
The components of accumulated other comprehensive loss are as follows:
Foreign Minimum Accumulated
currency pension liability other comprehensive
adjustments adjustment loss
------------ ----------------- -------------------
(In millions)
Balance at December 31, 2000 $ (75.4) $ (4.2) $ (79.6)
Changes in six months (26.8) -- (26.8)
------- ------- -------
Balance at June 30, 2001 $(102.2) $ (4.2) $(106.4)
======= ======= =======
Balance at December 31, 2001 $(113.6) $ (18.1) $(131.7)
Changes in six months 17.8 (0.1) 17.7
------- ------- -------
Balance at June 30, 2002 $ (95.8) $ (18.2) $(114.0)
======= ======= =======
Included in the foreign currency adjustments balance at June 30, 2002
are total deferred derivative losses of $0.9 million.
For the three month periods ended June 30, 2002 and 2001, total
comprehensive income resulted in income of $216.7 million and $99.8 million,
respectively.
10. Pending Litigation
Tobacco Litigation and Indemnification
On December 22, 1994, the Company sold The American Tobacco Company
subsidiary to Brown & Williamson Tobacco Corporation, a wholly-owned
subsidiary of B.A.T Industries p.l.c. In connection with the sale, Brown &
Williamson Tobacco Corporation and The American Tobacco Company ("the
Indemnitors") agreed to indemnify the Company against claims including legal
expenses arising from smoking and health and fire safe cigarette matters
relating to the tobacco business of The American Tobacco Company.
The Company is a defendant in numerous actions based upon
allegations that human ailments have resulted from tobacco use.
Management believes that there are meritorious defenses to the pending
actions, including the fact that the Company never made or sold
tobacco, and these actions are being vigorously contested. However, it
is not possible to predict the outcome of the pending litigation,
FORTUNE BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
10. Pending Litigation (Concluded)
and it is possible that some of these actions could be decided unfavorably.
Management is unable to make a meaningful estimate of the amount or range of
loss that could result from an unfavorable outcome of the pending
litigation. Management believes that the pending actions will not have a
material adverse effect upon the results of operations, cash flows or
financial condition of the Company as long as the Indemnitors continue to
fulfill their obligations to indemnify the Company under the aforementioned
indemnification agreement.
Other Litigation
In addition to the lawsuits described above, the Company and its
subsidiaries are defendants in lawsuits associated with their business and
operations. It is not possible to predict the outcome of the pending
actions, but management believes that there are meritorious defenses to
these actions and that these actions will not have a material adverse effect
upon the results of operations, cash flows or financial condition of the
Company. These actions are being vigorously contested.
11. Environmental
The Company is subject to laws and regulations relating to the
protection of the environment. The Company provides for expenses associated
with environmental remediation obligations when such amounts are probable
and can be reasonably estimated. Such accruals are adjusted as new
information develops or circumstances change and are not discounted. While
it is not possible to quantify with certainty the potential impact of
actions regarding environmental matters, particularly remediation and other
compliance efforts that the Company's subsidiaries may undertake in the
future, in the opinion of management, compliance with the present
environmental protection laws, before taking into account estimated
recoveries from third parties, will not have a material adverse effect upon
the results of operations, cash flows or financial condition of the Company.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Fortune Brands, Inc.:
We have reviewed the accompanying condensed consolidated balance sheet of
Fortune Brands, Inc. and Subsidiaries as of June 30, 2002, and the related
condensed consolidated statements of income for each of the three-month and
six-month periods ended June 30, 2002 and June 30, 2001, and the condensed
consolidated statements of cash flows and stockholders' equity for the six-month
periods ended June 30, 2002 and June 30, 2001. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated interim financial statements
for them to be in conformity with accounting principles generally accepted in
the United States of America.
We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of December
31, 2001, and the related consolidated statements of income, cash flows and
stockholders' equity for the year then ended (not presented herein), and in our
report dated January 22, 2002 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 31, 2001,
is fairly stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.
PricewaterhouseCoopers LLP
Chicago, Illinois 60606
July 17, 2002
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORTUNE BRANDS, INC. AND SUBSIDIARIES
Results of Operations for the Six Months Ended June 30, 2002 as Compared to
the Six Months Ended June 30, 2001
Operating Company
Net Sales Contribution(1)
------------------- ----------------------
2002 2001 2002 2001
-------- -------- -------- --------
(In millions)
Home products $1,191.8 $ 988.0 $ 178.6 $ 138.3
Spirits and wine 480.8 580.2 129.0 133.9
Golf products 600.7 554.6 95.4 91.8
Office products 510.5 554.6 16.3 14.6
-------- -------- -------- --------
$2,783.8 $2,677.4 $ 419.3 $ 378.6
======== ======== ======== ========
(1) Operating company contribution is net sales less all costs and expenses
other than restructuring and other nonrecurring charges, amortization of
intangibles, corporate administrative expense, interest and related
expenses, other (income) expenses, net, income taxes and minority interests.
CONSOLIDATED
Net sales increased $106.4 million, or 4%. Sales benefited from the acquisition
of Omega Holdings, Inc., a U.S.-based manufacturer of custom and semi-custom
cabinetry, higher volumes in certain existing product lines in the home products
business, and increased volumes associated with the introduction of new products
and line extensions, primarily in the golf products business. These factors were
offset, in part, by lower volumes in certain existing product lines, principally
in the golf and office products businesses, and the sale of the U.K.-based
Scotch whisky business in October 2001, as well as unfavorable foreign exchange
($6 million). On a comparable basis, net sales increased $115.9 million, or 5%,
over the prior year period. Comparable results exclude the impact of revenues
for the U.K.-based Scotch whisky business for the first six months of 2001,
sales of Absolut Vodka recorded on an interim basis in the second quarter of
2001, the Omega cabinets acquisition for the second quarter of 2002, and the
impact of excise taxes and foreign exchange.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
CONSOLIDATED (Continued)
Operating company contribution increased $40.7 million, or 11%. This increase
was due to sales from the Omega cabinets business, strong demand and positive
operating leverage in our home products business, cost savings achieved as a
result of the establishment of the Future Brands LLC spirits and wine joint
venture in June 2001 and other cost containment initiatives across all of our
operations, particularly in our office products business. On a comparable basis,
operating company contribution increased $34.1 million, or 9%. Comparable
results exclude the impact of the U.K.-based Scotch whisky business for the
first six months of 2001, sales of Absolut Vodka recorded on an interim basis in
the second quarter of 2001, the Omega cabinets acquisition for the second
quarter of 2002, and the impact of foreign exchange.
For the six months ended June 30, 2002, we recorded pre-tax restructuring and
other nonrecurring charges in our office products business of $22.7 million,
$15.1 million after tax, or ten cents per share. The charges principally related
to employee termination costs, asset write-offs and costs associated with a
consolidation and relocation of manufacturing facilities.
For the six months ended June 30, 2001, we recorded pre-tax restructuring and
other nonrecurring charges of $42.3 million ($27.8 million after tax, or 18
cents per share). These charges principally related to product line
discontinuances, rationalization of operations, expenses associated with the
exploration of strategic options and workforce reduction initiatives across its
operations.
Interest and related expenses decreased $21.2 million, or 36%. This decline
primarily reflected lower average borrowings as we repaid debt using proceeds
received from Vin & Sprit and from the sale of the U.K.-based Scotch whiskey
business as well as lower interest rates, partially offset by commercial paper
borrowings used to initially finance the Omega cabinets acquisition.
The effective income tax rate comparison was impacted by the recognition, during
the second quarter of 2002, of a $61.7 million tax credit resulting from new IRS
regulations that reinterpret the capital loss disallowance rules. The new
regulations now enable us to utilize a previously disallowed capital tax loss to
offset capital gains taxed in 1996 and 1997. The other factors impacting the
effective income tax rate comparison include: the reversal of a $31.0 million
tax reserve for the years 1990 through 1992 in the second quarter of 2001; and
the restructuring and other nonrecurring charges recorded in the first six
months of 2002 and the second quarter of 2001. Excluding these items, the
effective income tax rates for the six months ended June 30, 2002 and 2001 were
36.5% and 39.4%, respectively. This lower effective tax rate principally
reflected lower goodwill amortization related to the adoption of FAS Statement
No. 142.
Net income increased $116.5 million, or 71%, to $280.9 million, or $1.88 basic
and $1.82 diluted per share, for the six months ended June 30, 2002
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
CONSOLIDATED (Continued)
compared with net income of $164.4 million, or $1.07 basic and $1.05 diluted per
share, for the same six month period last year. This increase was attributable
to the $61.7 million tax credit recognized in the second quarter of 2002, higher
operating company contribution, lower intangible amortization resulting from the
adoption of FAS Statement No. 142, and lower interest expense.
Income from operations before net gains increased $63.5 million to $224.7
million, or $1.50 basic and $1.46 diluted per share, for the six months ended
June 30, 2002 compared with $161.2 million, or $1.05 basic and $1.03 diluted per
share, for the six months ended June 30, 2001. For the six months ended June 30,
2002, income from operations before net gains represents net income before the
$22.7 million ($15.1 million after tax) restructuring and other nonrecurring
charges, and the recognition of a $61.7 million tax credit and related interest
of $14.9 million ($9.6 million after tax). For the six months ended June 30,
2001, income from operations before net gains represents net income before the
$42.3 million ($27.8 million after tax) restructuring and other nonrecurring
charges and a $31.0 tax reserve that was no longer required for the years 1990
through 1992.
On July 30, 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities". FAS Statement No. 146 requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the Statement include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing or other exit or disposal activity. FAS Statement No.
146 supercedes in its entirety previous accounting guidance that was provided by
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." FAS Statement No. 146 is effective
for exit or disposal activities that are initiated after December 31, 2002, and
we will apply the Statement prospectively to exit or disposal activities
initiated after December 31, 2002.
As a result of an uncertain U.S. and global economic outlook, it is difficult to
predict consumer spending trends and the effect they may have on our businesses
in the second half of 2002.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
CONSOLIDATED (Concluded)
On a periodic basis, the Company evaluates the assumptions used in determining
its pension liabilities and assets as well as pension expense or income based
upon current economic conditions at the time the assumptions are set and
historical asset returns on plan assets.
Accordingly, in late 2001, for purposes of preparing our December 31, 2001
pension disclosures and determining our consolidated 2002 pension expense,
certain pension assumptions were revised. These included the weighted-average
expected return on plan assets, which was lowered from 9.6% to 8.3%, and the
weighted-average discount rate, which was reduced from 7.2% to 7%. These changes
will result in an increase to the Company's consolidated pension expense in 2002
of approximately $15 million. In 2001, our consolidated pension expense was $7.3
million. Management of the Company continues to believe that these assumptions
are appropriate.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Home Products
Net sales increased $203.8 million, or 21%, as a result of the acquisition of
Omega Holdings, Inc., overall volume increases and higher average prices
partially offset by higher rebates as well as unfavorable foreign exchange ($1
million). The overall volume increases were attributable to the introduction of
new products coupled with line extensions and higher volumes in certain existing
product lines, primarily cabinets and Moen faucets. Strong demand and share
gains were aided by a robust building and remodeling environment, which
supported the underlying sales growth for our cabinet brands and solid growth
for Moen faucets.
Operating company contribution increased $40.3 million, or 29%. The higher
operating company contribution resulted from the acquisition of Omega Holdings,
Inc., higher underlying sales across all of our home businesses and positive
operating leverage.
The continued consolidation of the customer base in the home products industry,
for example among home centers and large homebuilders, and increased price
competition will continue to present us and our competitors with pricing
challenges. Customer consolidation will also present opportunities for the most
innovative and efficient manufacturers and skilled marketers.
Spirits and Wine
Net sales decreased $99.4 million, or 17%, principally due to the divestiture of
the U.K.-based Scotch whisky business in October 2001 and the absence of sales
of Absolut Vodka recorded on an interim basis in the second quarter of 2001,
partially offset by higher average selling prices in the Jim Beam bourbon and
DeKuyper product lines, increased sales of Beam ready-to-drink products in
Australia and premium and super-premium products in the U.S., as well as
favorable foreign exchange ($1 million). On a comparable basis, net sales
increased $7.1 million, or 2%, over the prior year period. Comparable results
exclude the impact of revenues for the U.K.-based Scotch whisky business for the
first six months of 2001, sales of Absolut Vodka recorded on an interim basis in
the second quarter of 2001 as well as the impact of excise taxes and foreign
exchange.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Spirits and Wine (Concluded)
Operating company contribution decreased $4.9 million, or 4%. On a comparable
basis, operating company contribution increased $8.7 million, or 7%. Comparable
results exclude the impact of the U.K.-based Scotch whisky business for the
first six months of 2001 as well as the impact of foreign exchange. The major
factors impacting this comparable increase were lower distribution costs in the
United States, as a result of the establishment of the Future Brands LLC joint
venture in June 2001 and the higher comparable sales as well as favorable
foreign exchange ($1 million). With the establishment of Vin & Sprit's new U.S.
subsidiary as the exclusive importer of Vin & Sprit's products, revenues and
expenses under this interim agreement were no longer recorded by our spirits and
wine business as of February 1, 2002.
The Maxxium joint venture, the merger of Grand Metropolitan and Guinness to
create Diageo in late 1997, the 2001 sale of the Seagram brands to Diageo and
Pernod-Ricard, the Jim Beam-Absolut U.S. distribution joint venture and the
Brown-Forman and Bacardi U.S. partnership reflect the continued trend towards
consolidation in the highly competitive spirits and wine business. Continued
consolidation of the supplier, distributor and retailer tiers, may present
pricing and service challenges for our subsidiaries and their competitors. It
may also present opportunities, particularly for the most efficient and
innovative competitors.
Golf Products
Net sales increased $46.1 million, or 8%, on the introduction of new products
coupled with line extensions (principally golf clubs and golf balls) and
improved product mix, partly offset by lower volumes in certain existing product
lines, as well as unfavorable foreign exchange ($3 million). Higher overall
volumes were led by increased sales of golf clubs, golf balls, golf gloves and
outerwear. Operating company contribution increased $3.6 million, or 4%, on the
higher sales partly offset by higher marketing spending to support the
business's new product initiatives.
Competitors whose products have significant brand awareness have introduced golf
balls into their product offerings in the past three years and the golf ball
industry has experienced increased price competition, partially as a result of
such introductions. Largely as a result of the improved availability
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Golf Products (Concluded)
of the Titleist Pro V1 as well as the recent introduction of the Titleist NXT
and Pinnacle golf balls, our golf ball business has not only recovered U.S.
market share initially lost to new competitors, but has gained share year to
date. The ability of the Company's golf business to maintain and increase
revenues will depend upon its innovation and marketing, including the promotion
of its products by professional golfers.
The United States Golf Association (USGA) and the Royal and Ancient Golf Club
(R&A) establish standards for golf equipment used in the United States and
outside the United States, respectively. On August 6, 2002, the USGA and R&A
announced a joint decision to unify the rule relating to golf club head
performance. The USGA will retain its current Coefficient of Restitution (COR)
limit of .830. Beginning in 2003, the R&A will adopt the .830 limit for its Open
Championship and in 2008 for all play in R&A jurisdictions. All Acushnet Company
products currently conform and will continue to conform to the USGA and R&A
regulations. It is difficult to determine at this time what the impact of this
joint decision and the unification of the golf club head performance rule will
be on the golf club industry.
Each of the USGA and the R&A has announced its intention to propose new rules
addressing the overall distance standard for golf balls, golf club head size and
golf club shaft length. Until more details regarding such potential rule changes
become available, we cannot determine whether they would have a material effect
on our group's golf equipment business and/or the golf equipment industry.
Office Products
Net sales decreased $44.1 million, or 8%. The lower sales resulted primarily
from lower volumes in the United States and Europe as well as unfavorable
foreign exchange ($3 million). Approximately half of the sales decline was due
to the full year effect of discontinued product lines resulting from initiatives
to refocus the business around its core product categories; the initiatives will
continue to impact sales comparisons for the remainder of 2002. The balance of
the sales decrease was caused by weakness in the U.S. and European economies
and, in particular, lower white-collar employment. In response to these
economic conditions, our customers continued to reduce inventories although the
pace of reductions slowed as the year has
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Office Products (Concluded)
progressed. The decrease in net sales was partly offset by the introduction of
new products, improved product mix and lower customer rebates.
Operating company contribution improved $1.7 million, or 12%, reflecting the
cost savings achieved as a result of the business's restructuring actions and
its focus on its most profitable product categories.
The office products business is increasingly concentrated in a small number of
major customers, principally office products superstores, large retailers,
wholesalers and contract stationers. The continuing consolidation of customers
is causing increased pricing pressures that negatively affect results. These
conditions continue to present challenges to our office products group and its
competitors.
We decided, in April 2001, not to divest our office products business due to
weakness in the overall economy particularly impacting the office products
industry. We are currently repositioning and restructuring the business to
improve both financial results and the long-term value of the business. Under
this plan, our office products group is realigning and streamlining its
worldwide operations, intensifying its focus on growing profitable core product
categories, divesting or discontinuing non-strategic and low-return product
categories and reducing overhead expenses and excess capacity. As a result of
this plan, we recorded total pre-tax restructuring and other nonrecurring
charges of $22.7 million during the six months ended June 30, 2002 to complete
the first phase of our repositioning program and initiate the final phase of our
office products repositioning. The final phase will reduce the size of the
business's manufacturing and distribution facilities by approximately one-third
and we expect it will provide significant further cost savings and working
capital improvements. Over the next twelve to fifteen months, we expect to take
additional after-tax charges of $30-40 million to complete this final phase. We
expect the overall office products repositioning program will generate
annualized pre-tax savings of approximately $50 million.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided from operating activities was $270.4 million for the six
months ended June 30, 2002 compared with $167.7 million for the same six-month
period last year. The principal reason for the increase was the higher net
income during the six months ended June 30, 2002.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
LIQUIDITY AND CAPITAL RESOURCES (Concluded)
Net cash used by investing activities for the six months ended June 30, 2002 was
$506 million, as compared with net cash provided by investing activities of
$181.7 million in the same six-month period last year. The decrease principally
reflects the cash payment of $433 million used to acquire Omega Holdings, Inc.
in the second quarter of 2002 and the proceeds of $270 million received from the
sale of 49% of the LLC to V&S in connection with the formation of the Future
Brands joint venture in the same six-month period last year.
Net cash provided by financing activities for the six months ended June 30, 2002
was $243.2 million, as compared with net cash used by financing activities of
$294 million in the same six-month period last year. During the six months ended
June 30, 2002, we redeemed Omega debt securities with a principal amount of $100
million, repurchased $85 million (1,759,000 shares repurchased) of our common
stock and received proceeds from the exercise of stock options ($120.8 million)
which increased because option exercises were higher than in the same six-month
period last year.
Total debt increased $384.7 million during the six months ended June 30, 2002 to
$1.4 billion. This increase was principally debt incurred to provide cash paid
to acquire Omega Holdings, Inc. in April 2002. The ratio of total debt to total
capital was 33.1% as of June 30, 2002 versus 28.4% as of December 31, 2001. We
believe that our internally generated funds, together with access to global
credit markets, are adequate to meet our capital needs.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORTUNE BRANDS, INC. AND SUBSIDIARIES
Results of Operations for the Three Months Ended June 30, 2002 as Compared
to the Three Months Ended June 30, 2001
Operating
Net Sales Company Contribution(1)
---------------------- -----------------------
2002 2001 2002 2001
-------- -------- -------- ---------
(In millions)
Home products $ 671.2 $ 526.4 $ 108.3 $ 76.8
Spirits and wine 246.1 302.7 70.6 75.1
Golf products 334.7 300.4 63.9 58.3
Office products 261.1 276.3 8.6 7.3
-------- -------- ------ ------
$1,513.1 $1,405.8 $251.4 $217.5
======== ======== ====== ======
(1) Operating company contribution is net sales less all costs and expenses
other than restructuring and other nonrecurring charges, amortization of
intangibles, corporate administrative expenses, interest and related
expenses, other (income) expenses, net, income taxes and minority
interests.
CONSOLIDATED
Net sales increased $107.3 million, or 8%, benefiting from the acquisition of
Omega Holdings, Inc. In addition, increased volumes associated with the
introduction of new products and line extensions, primarily in the golf products
business, as well as favorable foreign exchange ($3 million) were offset by
lower volumes in certain existing product lines, principally in both the golf
and office products businesses, and the sale of the U.K.-based Scotch whisky
business in October 2001. On a comparable basis, net sales increased $65.2
million, or 5%, over the prior year period. Comparable results exclude the
impact of revenues for the U.K.-based Scotch whisky business in the second
quarter of 2001, sales of Absolut Vodka recorded on an interim basis in the
second quarter of 2001 and the Omega cabinets acquisition for the second quarter
of 2002 as well as the impact of excise taxes and foreign exchange.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
CONSOLIDATED (Continued)
Operating company contribution increased $33.9 million, or 16%, due to the
acquisition of the Omega cabinets business, strong demand and positive operating
leverage in our home products business, cost savings achieved as a result of the
establishment of the Future Brands LLC joint venture by the Company's spirits
and wine business in June 2001 and other cost containment initiatives across all
of our operations, particularly in our office products business. On a comparable
basis, operating company contribution increased $21.9 million, or 11%.
Comparable results exclude the impact of the U.K.-based Scotch whisky business
in the second quarter of 2002, the Omega cabinets acquisition for the second
quarter of 2002 and the impact of foreign exchange.
For the three months ended June 30, 2002, we recorded pre-tax restructuring and
other nonrecurring charges of $19.5 million, $12.9 million after tax, or eight
cents per share. The charges principally related to employee termination costs,
asset write-offs and costs associated with a consolidation and relocation of
manufacturing facilities.
For the three months ended June 30, 2001, we recorded pre-tax restructuring and
other nonrecurring charges of $42.3 million, $27.8 million after tax, or 18
cents per share. (See the section on "Consolidated" describing the six months
results for additional information on these charges.)
Interest and related expenses decreased $6.2 million, or 23%, reflecting lower
interest rates and the repayment of debt using proceeds received from V&S,
partially offset by commercial paper borrowings used to initially finance the
Omega cabinets acquisition.
The effective income tax rate comparison was impacted by the recognition, during
the second quarter of 2002, of a $61.7 million tax credit resulting from new IRS
regulations that reinterpret the capital loss disallowance rules. The new
regulations now enable us to utilize a previously disallowed capital tax loss to
offset capital gains taxed in 1996 and 1997. The other factors affecting the
effective income tax rate comparison include: the reversal of a $31.0 million
tax reserve for the years 1990 through 1992 in the second quarter of 2001; and
the restructuring and other nonrecurring charges recorded in the second quarter
of 2002 and 2001. Excluding these items, the effective income tax rates for the
three months ended June 30, 2002 and 2001 were 36.5% and 39.5%, respectively.
This lower effective tax rate principally reflected lower goodwill amortization
related to the adoption of FAS Statement No. 142.
Net income increased $94.0 million, or 91%, to $196.9 million, or $1.31 basic
and $1.27 diluted per share, compared with net income of $102.9 million, or 67
cents basic and 66 cents diluted per share, for the same three month period last
year. This increase resulted from the $61.7 million tax credit recognized in the
second quarter of 2002, higher operating company contribution, lower intangible
amortization as a result of the adoption of FAS Statement No. 142, and lower
interest expense.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
CONSOLIDATED (Concluded)
Income from operations before net gains increased $38.8 million to $138.5
million, or 92 cents basic and 89 cents diluted per share, for the three months
ended June 30, 2002, compared with $99.7 million, or 65 cents basic and 64 cents
diluted per share, for the three months ended June 30, 2001. For the three
months ended June 30, 2002, income from operations before net gains represents
net income before the $19.5 million ($12.9 million after tax) restructuring and
other nonrecurring charges, the recognition of a $61.7 million tax credit and
related interest of $14.9 million ($9.6 million after tax). For the three months
ended June 30, 2001, income from operations before net gains represents net
income before the $42.3 million ($27.8 million after tax) restructuring and
other nonrecurring charges and a $31.0 tax reserve that was no longer required
for the years 1990 through 1992.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Home Products
Net sales increased $144.8 million, or 28%. The increase was attributable to the
acquisition of Omega Holdings, Inc., overall volume increases and higher average
prices, partially offset by higher rebates. The overall volume increases were
attributable to line extensions and higher volumes in certain existing product
lines, primarily cabinets and Moen faucets.
Operating company contribution increased $31.5 million, or 41%, due to the
acquisition of Omega, higher underlying sales across all of our home businesses
and positive operating leverage.
Spirits and Wine
Net sales decreased $56.6 million, or 19%, principally on the divestiture of the
U.K.-based Scotch whisky business in October 2001 and the absence of sales of
Absolut Vodka recorded on an interim basis in June 2001, partially offset by:
higher average selling prices in the Jim Beam bourbon and DeKuyper product
lines; higher sales of Beam ready-to-drink products in Australia, After Shock
liqueur in the U.K. and premium and super-premium products in the U.S.; and
favorable foreign exchange ($2 million). On a comparable basis, net sales
increased $7.2 million, or 4%, over the prior year period. Comparable results
exclude the impact of revenues for the U.K.-based Scotch whisky business in the
second quarter of 2001, sales of Absolut Vodka recorded on an interim basis in
the second quarter of 2001 as well as the impact of excise taxes and foreign
exchange.
Operating company contribution decreased $4.5 million, or 6%. On a comparable
basis, operating company contribution increased $4.4 million, or 7%. Comparable
results exclude the impact of the U.K.-based Scotch whisky business in the
second quarter of 2001, as well as the impact of foreign exchange. This
comparable increase was attributable to lower distribution costs in the United
States resulting from the Future Brands LLC joint venture established in June
2001, and the higher comparable sales as well as favorable foreign exchange ($1
million).
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Golf Products
Net sales increased $34.3 million, or 11%, due to the introduction of new
products coupled with line extensions (principally golf clubs and golf balls)
and an improved golf ball product mix partly offset by lower volumes in certain
existing product lines. Higher overall volumes were led by increased sales of
new golf balls and golf clubs, golf gloves and outerwear despite a decrease in
rounds of play. Given the high levels of competitors' inventories, industry
conditions could be more challenging in the second half of 2002, particularly if
rounds of play remain lower.
Operating company contribution increased $5.6 million, or 10%, on the higher
sales partly offset by higher marketing spending to support the business's new
product initiatives.
Office Products
Net sales decreased $15.2 million, or 6%. The lower sales resulted primarily
from lower volumes due to industry weakness in North America and Europe and the
business's exit from unprofitable product lines. Approximately half of the sales
decline was due to the full year effect of discontinued product lines resulting
from initiatives to refocus the business around its core product categories; the
initiatives will continue to impact sales comparisons for the remainder of
2002. The balance of the sales decrease was caused by weakness in the U.S. and
European economies and, in particular, lower white-collar employment. These
factors were partly offset by the introduction of new products, an improved
product mix shift and lower customer rebates. Inventory reductions at major
customers slowed in the three months ended June 30, 2002 as compared to the
three-month period ended March 31, 2002.
Operating company contribution improved $1.3 million, or 18%, reflecting the
cost savings achieved as a result of the restructuring actions of the office
products business and its focus on the most profitable product categories.
FORTUNE BRANDS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
CAUTIONARY STATEMENT
This annual report contains statements relating to future results. They are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Readers are cautioned that these forward-looking
statements speak only as of the date hereof. Actual results may differ
materially from those projected as a result of certain risks and uncertainties,
including but not limited to changes in general economic conditions, foreign
exchange rate fluctuations, changes in interest rates, returns on pension
assets, competitive product and pricing pressures, trade consolidations, the
impact of excise tax increases with respect to distilled spirits, regulatory
developments, the uncertainties of litigation, changes in golf equipment
regulatory standards, the impact of weather, particularly on the home products
and golf brand groups, expenses and disruptions related to shifts in
manufacturing to different locations and sources, challenges in the integration
of acquisitions and joint ventures, as well as other risks and uncertainties
detailed from time to time in the Company's Securities and Exchange Commission
filings.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There are no material changes in the information provided in Item 7A of
the Company's Form 10-K for the fiscal year ended December 31, 2001.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
(a) Smoking and Health Proceedings
Indemnification Agreement
On December 22, 1994, Registrant sold The American Tobacco Company
("ATCO") to Brown & Williamson Tobacco Corporation ("B&W"), at the time a
wholly-owned subsidiary of B.A.T. Industries p.l.c. In connection with the sale,
B&W and ATCO (collectively, the "Indemnitors") agreed to indemnify Registrant
against claims including legal expenses arising from smoking and health and fire
safe cigarette matters relating to the tobacco business of ATCO.
Individual Cases
On August 1, 2002, there were approximately 77 smoking and health cases
pending on behalf of individual plaintiffs in which Registrant has been named as
one of the defendants, compared with approximately 76 such cases as of March 1,
2002 as reported by Registrant in its Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.
Class Actions
As of August 1, 2002, there were approximately 13 purported smoking and
health class actions pending in which Registrant has been named as one of the
defendants, compared with approximately 13 such cases on March 1, 2002, as
reported by Registrant in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2001.
Health Care Cost Recovery Actions
As of August 1, 2002, there were approximately 2 health care cost
recovery actions pending in which Registrant had been name as one of the
defendants, compared with approximately 2 such cases as of March 1, 2002, as
reported by Registrant in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2001.
List of Pending Cases
See Exhibit 99 to this Form 10-Q for a list of additional proceedings
involving the smoking and health controversy in which Registrant has been named
as a defendant and not previously reported.
List of Terminated Cases
See Exhibit 99 to this Form 10-Q for a list of smoking and health
proceedings, in which Registrant has been named as a defendant, which have been
terminated and have not previously been reported as such.
Conclusion
Management believes that there are meritorious defenses to the
above-mentioned pending actions, including the fact that the Company never made
or sold tobacco, and these actions are being vigorously contested. However, it
is not possible to predict the outcome of the pending litigation, and it is
possible that some of these actions could be decided unfavorably. Management is
unable to make a meaningful estimate of the amount or range of loss that could
result from an unfavorable outcome of the pending litigation. Management
believes that the pending actions will not have a material adverse effect upon
the results of operations, cash flows or financial condition of Registrant as
long as the Indemnitors continue to fulfill their obligations to indemnify
Registrant under the aforementioned indemnification agreement.
(b) Reference is made to Note 10, "Pending Litigation", in the Notes to
Condensed Consolidation Financial Statements set forth in Part I, Item 1 of this
Quarterly Report on Form 10-Q.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders was held on April 30, 2002.
(b) Registrant's Certificate of Incorporation provides for the
classification of the Board of Directors into three classes, as
nearly equal in number as possible, with staggered terms of office
and provides that upon the expiration of the term of office for a
class of directors, nominees for such class shall be elected for a
term of three years or until their successors are duly elected and
qualified. The two nominees for Class I directors, Mr. Thomas C.
Hays and Mr. Gordon R. Lohman, were duly elected at the 2002 Annual
Meeting for a term of office expiring at the 2005 Annual Meeting.
The term of office of the Class II directors, Ms. Patricia O.
Ewers, Mr. John W. Johnstone, Jr., Mr. Eugene A. Renna and Mr.
David M. Thomas, and the Class III directors, Ms. Anne M. Tatlock,
Mr. Norman H. Wesley and Mr. Peter M. Wilson, also continued after
the 2002 Annual Meeting.
(c) (i) The two nominees for Class I directors were elected by a
plurality of the combined votes cast by the holders of Registrant's
Common Stock and $2.67 Convertible Preferred
Stock voting thereon: (A) Mr. Hays: 134,243,150 votes for and
1,393,399 votes withheld; (B) Mr. Lohman: 134,196,696 votes for and
1,439,853 votes withheld;
(ii) A proposal (designated Item 2 and set forth in Registrant's
Proxy Statement), approved by the Board of Directors, to elect
PricewaterhouseCoopers LLP independent accountants of Registrant
for the year 2002, was approved by a majority of the combined votes
cast by the holders of Registrant's Common Stock and $2.67
Convertible Preferred Stock voting thereon: 132,160,320 affirmative
votes; 2,668,675 negative votes; and 807,554 votes abstained.
(iii) A proposal (designated Item 3 and set forth in Registrant's
Proxy Statement), approved by the Board of Directors, to approve
the Registrant's Annual Executive Incentive Compensation Plan, was
approved by a majority of the combined votes cast by the holders of
Registrant's Common Stock and $2.67 Convertible Preferred Stock
voting thereon: 127,939,636 affirmative votes; 5,916,609 negative
votes; and 1,697,544 votes abstained.
(iv) A proposal (designated Item 4 and set forth in Registrant's
Proxy Statement), from a stockholder, Nick Rossi, relating to the
Registrant's rights plan, was approved by a majority of the
combined votes cast by the holders of Registrant's Common Stock and
$2.67 Convertible Preferred Stock voting thereon: 75,074,560
affirmative votes; 39,519,276 negative votes; and 18,336,226 votes
abstained.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
10a1. Termination, Replacement and Restatement Agreement, dated as of July
12, 2002, by and among Registrant as Borrower, JPMorgan Chase Bank as
Administrative Agent, Citibank, N.A. as Syndication Agent and 14
financial institutions as Lenders.
12. Statement re computation of ratio of earnings to fixed charges.
15. Letter from PricewaterhouseCoopers LLP dated August 12, 2002 re
unaudited financial information.
99.1 List of Pending/Terminated Cases.
99.2 Joint CEO/CFO Certificate Required Under Section 906 of The
Sarbanes-Oxley Act of 2002
In lieu of filing certain instruments with respect to long-term debt of
the kind described in Item 601(b)(4) of Regulation S-K, Registrant agrees to
furnish a copy of such instruments to the Securities and Exchange Commission
upon request.
(b) Reports on Form 8-K
Registrant furnished a Current Report on Form 8-K, dated April 5, 2002, in
respect of Registrant's press release dated April 5, 2002 announcing
Registrant's acquisition of The Omega Group, a manufacturer of kitchen and bath
cabinetry (Items 7(c) and 9).
Registrant filed a Current Report on Form 8-K, dated April 18, 2002, in respect
of Registrant's press release dated April 18, 2002 announcing Registrant's
financial results for the three month period ended March 31, 2002 (Items 5 and
7(c)).
Registrant filed a Current Report on Form 8-K, dated April 29, 2002, in respect
of the completion of Registrant's acquisition of The Omega Group (Items 2 and
7(c)).
Registrant furnished a Current Report on Form 8-K, dated May 2, 2002,
in respect of distribution of Registration's revised investor brochure dated May
1, 2002 (Item 7(c) and 9).
Registrant filed a Current Report on Form 8-K, dated June 13, 2002, in respect
of Registrant's press release dated June 13, 2002 announcing Registrant's
revised target for its second quarter earnings results. (Items 5 and 7(c)).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
FORTUNE BRANDS, INC.
-------------------------------------
(Registrant)
Date: August 12, 2002 By /s/ C. P. Omtvedt
-----------------------------------
C. P. Omtvedt
Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
- ------- -------------
10a1. Termination, Replacement and Restatement
Agreement, dated as of July 12, 2002, by
and among Registrant as Borrower, JPMorgan
Chase Bank as Administrative Agent, Citibank,
N.A. as Syndication Agent and 14 financial
institutions as Lenders.
12. Statement re computation of ratio of
earnings to fixed charges.
15. Letter from PricewaterhouseCoopers LLP
dated August 12, 2002 re unaudited
financial information.
99.1 List of Pending/Terminated Cases.
99.2 Joint CEO/CFO Certificate Required Under
Section 906 of The Sarbanes-Oxley Act of 2002