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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 March 31, 2003
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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act)
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 - 834,351,010 shares as of March 31, 2003
1
CONSOLIDATED BALANCE SHEET
Anheuser-Busch Companies, Inc. and Subsidiaries (Unaudited)
- ------------------------------------------------------------------------------------------------------------------
March 31, December 31,
(In millions) 2003 2002
--------------- ---------------
Assets
Current Assets:
Cash $114.9 $188.9
Accounts receivable 837.7 630.4
Inventories:
Raw materials and supplies 273.4 294.1
Work in progress 85.1 82.8
Finished goods 251.9 186.7
Total inventories 610.4 563.6
Other current assets 115.5 121.8
--------------- ---------------
Total current assets 1,678.5 1,504.7
Investments in affiliated companies 2,634.2 2,827.9
Other assets 1,408.6 1,423.0
Plant and equipment, net 8,366.0 8,363.9
--------------- ---------------
Total Assets $14,087.3 $14,119.5
=============== ===============
Liabilities and Shareholders Equity
Current Liabilities:
Accounts payable $928.7 $986.6
Accrued salaries, wages and benefits 224.8 287.5
Accrued taxes 445.1 181.0
Other current liabilities 306.5 332.6
--------------- ---------------
Total current liabilities 1,905.1 1,787.7
--------------- ---------------
Postretirement benefits 470.5 474.2
--------------- ---------------
Debt 6,866.3 6,603.2
--------------- ---------------
Deferred income taxes 1,361.6 1,345.1
--------------- ---------------
Other long-term liabilities 862.7 857.0
--------------- ---------------
Shareholders Equity:
Common stock, $1.00 par value, 1.6 billion
shares authorized 1,454.0 1,453.4
Capital in excess of par value 1,039.7 1,024.5
Retained earnings 12,864.7 12,544.0
Treasury stock, at cost (11,618.1) (11,008.6)
Accumulated other comprehensive loss (1,072.9) (870.7)
ESOP debt guarantee (46.3) (90.3)
--------------- ---------------
Total Shareholders Equity 2,621.1 3,052.3
--------------- ---------------
Commitments and contingencies --- ---
--------------- ---------------
Total Liabilities and Shareholders Equity $14,087.3 $14,119.5
=============== ===============
See the accompanying footnotes on pages 5 -- 10.
2
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
- --------------------------------------------------------------------------------------------------
(In millions, except per share data) First Quarter Ended March 31,
-----------------------------
2003 2002
------------ -------------
Gross sales $3,794.9 $3,637.4
Excise taxes (514.3) (500.8)
------------ -------------
Net sales 3,280.6 3,136.6
Cost of sales (1,974.4) (1,914.6)
------------ -------------
Gross profit 1,306.2 1,222.0
Marketing, distribution & administrative
expenses (542.1) (517.0)
------------ -------------
Operating income 764.1 705.0
Interest expense (98.7) (89.6)
Interest capitalized 4.4 4.3
Interest income 0.1 0.1
Other expense, net (0.2) (0.9)
------------ -------------
Income before income taxes 669.7 618.9
Provision for income taxes (259.3) (259.9)
Equity income, net of tax 74.4 97.1
------------ -------------
Net income 484.8 456.1
Retained earnings, beginning of period 12,544.0 11,258.2
Common stock dividends (per share:
2003 - $.195; 2002 - $.18) (164.1) (158.1)
------------ -------------
Retained earnings, end of period $12,864.7 $11,556.2
============ =============
Basic earnings per share $.58 $.52
============ =============
Diluted earnings per share $.57 $.51
============ =============
- --------------------------------------------------------------------------------------------------
See the accompanying footnotes on pages 5 -- 10.
3
CONSOLIDATED STATEMENT OF CASH FLOWS
Anheuser-Busch Companies, Inc. and Subsidiaries (Unaudited)
- --------------------------------------------------------------------------------------------------------------------
Three Months Ended
(In millions) March 31,
-----------------------------------------
2003 2002
---------------- -----------------
Cash flow from operating activities:
Net Income $484.8 $456.1
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation and amortization 214.5 207.1
Deferred income taxes 16.5 22.5
Undistributed earnings of affiliated companies (57.4) (94.1)
Other, net 42.9 67.2
---------------- -----------------
Operating cash flow before change in working capital 701.3 658.8
Increase in working capital (103.5) (97.2)
---------------- -----------------
Cash provided by operating activities 597.8 561.6
---------------- -----------------
Cash flow from investing activities:
Capital expenditures (222.2) (181.7)
---------------- -----------------
Cash used for investing activities (222.2) (181.7)
---------------- -----------------
Cash flow from financing activities:
Increase in long-term debt 396.9 72.6
Decrease in long-term debt (84.0) (0.8)
Dividends paid to shareholders (164.1) (158.1)
Acquisition of treasury stock (609.5) (355.7)
Shares issued under stock plans 11.1 77.2
---------------- -----------------
Cash used for financing activities (449.6) (364.8)
---------------- -----------------
Net (decrease) / increase in cash during the period (74.0) 15.1
Cash beginning of period 188.9 162.6
---------------- -----------------
Cash, end of period $114.9 $177.7
================ =================
- --------------------------------------------------------------------------------------------------------------------
See the accompanying footnotes on pages 5 -- 10.
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 footnotes included in the company's annual report on
Form 10-K for the year ended December 31, 2002.
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 first quarter ended March 31 are shown below
(millions of shares):
First Quarter
----------------------------
2003 2002
------------- -----------
Basic weighted average shares
outstanding 840.7 878.5
============= ===========
Diluted weighted average shares
outstanding 850.5 891.4
============= ===========
5
3. Comprehensive Income / (Loss)
-----------------------------
Comprehensive income for the first quarter ended March 31 follows (in
millions):
First Quarter
-----------------------------
2003 2002
------------ -------------
Net income $484.8 $456.1
Foreign currency translation adjustment (207.4) (14.7)
Deferred hedging gains/(losses) (2.5) 27.9
Deferred securities valuation gains 7.7 ---
------------ -------------
Comprehensive income $282.6 $469.3
============ =============
- -------------------------------------------------------------------------------
The components of accumulated other comprehensive loss as of March 31,
2003 and December 31, 2002 follow (in millions):
Mar. 31, 2003 Dec. 31, 2002
--------------------- --------------------
Foreign currency translation adjustment $(647.0) $(439.6)
Minimum pension obligation (428.2) (428.2)
Deferred hedging gains/(losses) (8.4) (5.9)
Deferred securities valuation gains 10.7 3.0
--------------------- --------------------
Total accumulated other comprehensive loss $(1,072.9) $(870.7)
===================== ====================
4. 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."
6
Gains and losses due to commodity hedge ineffectiveness are recognized
as a component of cost of sales in the income statement. The company
recognized net gains due to hedge ineffectiveness totaling $0.1 million
for the first quarter 2003, compared to net losses of $0.2 million for
first quarter 2002.
Gains and losses appropriately deferred in equity will be recognized in
cost of sales 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 first quarter of both 2003 and
2002, the company incurred no derivative transaction gains or losses
due to underlying hedged transactions not occurring as anticipated.
5. Goodwill
--------
Following is goodwill by business segment, as of March 31, 2003 and
December 31, 2002 (in millions). Goodwill is included in either Other
Assets or Investment in Affiliated Companies, as appropriate, in the
consolidated balance sheet.
Mar. 31, 2003 Dec. 31, 2002
-------------------- ---------------------
Domestic Beer $ - $ -
International Beer 675.0 715.2
Packaging 21.9 21.9
Entertainment 288.3 288.3
-------------------- ---------------------
Total goodwill $985.2 $1,025.4
==================== =====================
6. Stock Based Compensation
------------------------
The company accounts for employee stock options in accordance with
APB 25, "Accounting for Stock Issued to Employees." Under APB 25, the
company recognizes no compensation expense related to employee stock
options, since options are always granted at a price equal to the
market price on the day of grant.
7
Because no compensation expense is recognized under APB 25, the
company makes pro forma disclosures of net income and diluted
earnings per share as if compensation expense had been recognized
based on the fair value of the stock options on the grant date.
To determine the pro forma impact, the fair value of stock options is
estimated on the date of grant using the Black-Scholes option-pricing
model and is then hypothetically amortized to compensation expense
over the three-year vesting period. The pro forma impact for the
first quarter ended March 31 follows (in millions, except per share):
First Quarter
-------------------------
2003 2002
-------------------------
Reported Net Income $484.8 $456.1
Pro Forma Impact of Expensing
Stock Options (27.8) (23.1)
-------------------------
Pro Forma Net Income $457.0 $433.0
=========================
Reported Basic Earnings Per Share $.58 $.52
Pro Forma Impact of Expensing
Stock Options (.04) (.03)
-------------------------
Pro Forma Basic Earnings Per Share $.54 $.49
=========================
Reported Diluted Earnings Per Share $.57 $.51
Pro Forma Impact of Expensing
Stock Options (.03) (.02)
-------------------------
Pro Forma Diluted Earnings Per Share $.54 $.49
=========================
For FAS 123 disclosure purposes, the weighted-average fair value of
stock options granted is required to be based on a theoretical
option-pricing model. In actuality, because the company's employee
stock options are not traded on an exchange, employees can receive no
value nor derive any benefit from holding stock options under these
plans without an increase in the market price of Anheuser-Busch
stock. Such an increase in stock price benefits all stockholders
commensurately.
8
7. Pension Plan Accounting Assumptions
-----------------------------------
In the first quarter 2003, the company lowered its assumed long-term
rate of return on its defined benefit pension plan assets from 9.25% to
8.5%, and also reduced its assumed rate of compensation increases from
4.75% to 4.25%. The company believes the revised asset return
assumption better reflects the current market outlook, while the lower
compensation increase assumption is more representative of the
company's actual experience over the last five years. Combined, these
changes will increase annual pension expense and therefore reduce
income before income taxes approximately $13 million ($.01 per share
after-tax) in 2003.
8. Business Segments Information
-----------------------------
Comparative business segment information for the first quarter ended
March 31 (in millions):
-----------------------------------------------------------------------------------------
Domestic Int'l Corporate
Beer Beer Packaging Entertain. Other & Elims. Consol.
- -------------------------------------------------------------------------------------------------------------------
2003
Gross Sales $3,138.8 166.2 497.0 125.8 12.1 (145.0) $3,794.9
Net Sales:
- - Intersegment --- --- $214.5 --- 1.1 (215.6) $---
- - External $2,650.7 140.0 282.5 125.8 11.0 70.6 $3,280.6
Income Before
Income Taxes $799.6 20.2 33.8 (20.5) (2.6) (160.8) $669.7
Equity Income,
Net of Tax --- $74.4 --- --- --- --- $74.4
Net Income $495.8 86.9 21.0 (12.7) (1.6) (104.6) $484.8
- -------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Domestic Int'l Corporate
Beer Beer Packaging Entertain. Other & Elims. Consol.
- -------------------------------------------------------------------------------------------------------------------
2002
Gross Sales $3,027.6 144.0 469.6 125.8 17.4 (147.0) $3,637.4
Net Sales:
- - Intersegment --- --- $209.3 --- 4.3 (213.6) $---
- - External $2,548.2 122.6 260.3 125.8 13.1 66.6 $3,136.6
Income Before
Income Taxes $736.0 16.7 30.7 (14.5) (1.4) (148.6) $618.9
Equity Income, --- $97.1 --- --- --- --- $97.1
Net of Tax
Net Income $456.3 107.5 19.0 (9.0) (0.9) (116.8) $456.1
- -------------------------------------------------------------------------------------------------------------------
9
9. Tsingtao Investment
-------------------
On April 3, 2003, the company announced the completion of its strategic
alliance with Tsingtao Brewery Company, Ltd., the largest brewer in
China, and producer of the Tsingtao brand. Under the agreement,
Anheuser-Busch invested $116.4 million for two convertible bonds, and
will invest an additional $65.2 million to purchase a third bond within
12 months for a total investment of $181.6 million. The first bond will
be converted in 90 days, which will increase the company's voting stake
in Tsingtao from its current 4.5% to 9.9%. When all bonds are converted
over the next seven years, the company's economic ownership interest
will ultimately increase to 27% of Tsingtao. Initially, Anheuser-Busch
will continue to account for its investment on the cost basis, as it is
currently unable to exercise significant influence over Tsingtao's
business policies and operations.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND
FINANCIAL CONDITION
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 first quarter ended March 31,
2003, compared to the first quarter ended March 31, 2002, and the year ended
December 31, 2002. This discussion should be read in conjunction with the
consolidated financial statements and footnotes included in the company's
Annual Report to Shareholders for the year ended December 31, 2002.
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 to the litigation to which the company is a
party; changes in raw materials costs; changes in packaging materials costs;
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 beer business or in the beer business of the
company's international equity partners; and the effect of stock market
11
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.
FIRST QUARTER 2003 FINANCIAL RESULTS
- ------------------------------------
Led by continued strong growth in its domestic beer operations,
Anheuser-Busch achieved record first quarter sales and earnings.
Consolidated net sales increased 4.6% in the first quarter, while diluted
earnings per share increased 11.8%.
Anheuser-Busch had another very good quarter and continued its
track record of delivering consistent and dependable earnings growth. The
company has now achieved 18 consecutive quarters of solid double-digit
earnings per share growth. Strong growth in domestic revenue per barrel
drove significantly enhanced profit margins in the quarter. Both gross
profit margin and operating profit margin improved 80 basis points compared
to the first quarter 2002. Return on capital employed increased 160 basis
points over the past twelve months.
Anheuser-Busch's continuing success reflects its ability to
capitalize on favorable domestic beer industry fundamentals. The company
remains confident in its ability to achieve its 12% earnings per share
growth objective for 2003.
12
RESULTS OF OPERATIONS
- ---------------------
Key operating results for the first quarter 2003 versus 2002 are
summarized below:
- ----------------------------------------------------------------------------------------------------------------------
($ in millions, except per share)
---------------------------------------------------------------
Growth
First Quarter 2003 versus 2002
--------------------------- ----------------------------
2003 2002 $ %
---------- --------- ---------- -----------
Gross Sales $3,795 $3,637 Up $158 Up 4.3%
Net Sales $3,281 $3,137 Up $144 Up 4.6%
Income Before Income Taxes $670 $619 Up $51 Up 8.2%
Equity Income, Net of Tax $74 $97 Dn $23 Dn 23.4%
Net Income $485 $456 Up $29 Up 6.3%
Diluted Earnings per Share $.57 $.51 Up $.06 Up 11.8%
- ----------------------------------------------------------------------------------------------------------------------
A discussion of financial highlights for the first quarter 2003
follows.
Anheuser-Busch achieved record gross sales of $3.8 billion during
the first quarter 2003, an increase of $158 million, or 4.3% over first
quarter 2002 gross sales. Net sales were a record $3.3 billion, an increase
of $144 million, or 4.6% compared to the first quarter 2002. The difference
between gross and net sales reflects beer excise taxes of $514 million on
sales of the company's products.
The increases in both gross and net sales were primarily due to a
$102.5 million, or 4.0% increase in domestic beer segment sales resulting
from higher domestic revenue per barrel and higher domestic beer sales
volume. Revenue per barrel generated $72.8 million in net sales improvement,
while higher beer volume contributed $29.7 million of the increase. Net
sales also benefited from sales increases from the company's international
beer segment and packaging segment, which includes higher revenue from the
company's commodity recycling business.
Domestic revenue per barrel grew 2.8% in the first quarter 2003
versus first quarter 2002. This growth reflects the continued favorable
pricing environment and the company's successful implementation of pricing
actions on approximately two-thirds of its domestic volume in two phases -
October 2002 and February 2003.
13
The company's beer volume is summarized in the following table:
- ---------------------------------------------------------------------------------------------------------
Beer Volume (millions of barrels)
- ---------------------------------------------------------------------------------------------------------
First Quarter 2003 versus 2002
-------------------------- ---------------------------
2003 2002 Barrels %
------------ --------- ------------- -----------
Domestic 24.9 24.6 Up 0.3 Up 1.3%
International 1.8 1.7 Up 0.1 Up 7.9%
------------ --------- ------------- -----------
Worldwide A-B Brands 26.7 26.3 Up 0.4 Up 1.7%
Int'l Equity Partner Brands 4.2 4.4 Dn 0.2 Dn 5.0%
------------ --------- ------------- -----------
Total Brands 30.9 30.7 Up 0.2 Up 0.7%
============ ========= ============= ===========
- ---------------------------------------------------------------------------------------------------------
Domestic volume represents Anheuser-Busch beer produced and shipped
within the United States. Led by Bud Light and Michelob ULTRA sales,
domestic beer sales-to-wholesalers increased 1.3%, to 24.9 million barrels
for the first quarter of 2003 versus the first quarter 2002. Wholesaler
sales-to-retailers volume was up 0.3% in the first quarter versus 2002,
dampened somewhat by the impact of severe winter weather in key markets this
year and the later Easter holiday period in 2003. In 2003, the Easter
holiday was in the second quarter. Last year, the Easter holiday fell in the
first quarter.
The company's domestic market share (excluding exports) for the
first quarter 2003 was 52.1%, compared to first quarter 2002 market share of
49.5%. Domestic market share is determined based on estimated U.S. beer
industry sales using information provided by the Beer Institute and the U.S.
Department of Commerce.
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. International Anheuser-Busch brand beer volume for the first
quarter 2003 was 1.8 million barrels, an increase of 7.9% compared to the
first quarter 2002, primarily due to volume increases in China.
Worldwide Anheuser-Busch brands volume is comprised of domestic
volume and international volume. Worldwide Anheuser-Busch beer sales volume
for the first quarter 2003 rose 1.7%, to 26.7 million barrels versus first
quarter 2002.
14
Total Brands volume, which combines worldwide Anheuser-Busch brand
volume with equity volume (representing the company's share of its foreign
equity partners' volume) was 30.9 million barrels in the first quarter 2003,
up 0.2 million barrels, or 0.7% over first quarter 2002. International
equity partner brands volume declined 5.0% for the first quarter of 2003
versus 2002. The decline primarily reflects lower Modelo beer sales volume
due to the weak economic environment in Mexico.
Cost of sales for the first quarter 2003 was $2.0 billion, an
increase of $59.8 million, or 3.1% compared to the first quarter 2002. The
increase in cost of sales is attributable to higher domestic beer costs,
primarily $25.6 million associated with increased beer volume, plus costs
associated with increased international beer volume and increased costs for
the company's commodity recycling business. Gross profit as a percentage of
net sales was 39.8% for the first quarter 2003, up 80 basis points from
39.0% for the first quarter 2002, primarily due to the impact of higher
revenue per barrel and favorable costs.
Marketing, distribution and administrative expenses for the first
quarter 2003 were $542.1 million, an increase of $25.1 million, or 4.8%
compared with first quarter 2002. The increase in marketing, distribution
and administrative expenses in the first quarter 2003 is due to increased
domestic marketing costs for Michelob ULTRA, increased Budweiser marketing
costs in China and increased company-owned beer branch distribution costs.
Operating income was $764.1 million, an increase of $59.1 million,
or 8.4% in 2003 versus the first quarter 2002. Operating margin for the
first quarter 2003 increased 80 basis points to 23.3%.
Net interest cost (interest expense less interest income) was $98.6
million for the first quarter 2003, an increase of $9.1 million, or 10.2%
compared to the first quarter 2002. The increase in net interest cost in
2003 is due to the impact of higher average outstanding debt balances
partially offset by lower interest rates compared to prior year. Interest
capitalized increased $0.1 million, to $4.4 million for the first quarter
2003.
Other income/expense, net includes earnings from the company's
limited partnership investments in beer wholesalers, in addition to numerous
other items of a nonoperating nature that do not have a material impact on
the company's consolidated
15
results of operations, either individually or in total. For the first
quarter of 2003 and 2002, the company had other expense of $0.2 million and
$0.9 million, respectively.
Income before income taxes was $669.7 million, an increase of $50.8
million, or 8.2% versus first quarter 2002. This increase reflects increased
domestic beer segment pretax income, along with improved results for
international beer operations (excluding equity income) and packaging
segment operations. Domestic beer income before income taxes was $799.6
million, an increase of $63.6 million, or 8.6% versus prior year, primarily
reflecting higher revenue per barrel and higher beer sales volume.
International beer segment pretax income was $20.2 million, an
increase of $3.5 million, or 21% in the first quarter versus 2002 primarily
due to volume and profit growth in China.
Packaging segment pretax profits were $33.8 million, an increase of
$3.1 million, or 10% in the first quarter 2003. This increase is primarily
due to higher soft drink can volume and prices along with increased volume
and lower costs at the company's bottle manufacturing operation.
Entertainment segment pretax results for the first quarter 2003
declined $6 million compared to the first quarter 2002, due principally to
the later Easter holiday period in 2003 compared to 2002.
Equity income of $74.4 million declined $23 million in the first
quarter 2003 versus 2002, primarily due to a $17 million one-time income tax
benefit included in 2002 Modelo equity income. The tax benefit resulted from
lower Mexican income tax rates enacted in the first quarter of 2002. The
Mexican tax benefit included in Modelo equity income was largely offset by
higher U.S. taxes included in the 2002 consolidated income tax provision.
Normalized to exclude the 2002 tax benefit, equity income decreased
$6 million in the first quarter 2003 versus 2002. The decline reflects lower
Modelo earnings primarily due to lower beer sales volume in Mexico.
Anheuser-Busch's effective tax rate declined to 38.7% in the first
quarter 2003 versus 42.0% in the first quarter 2002. The effective tax rate
in 2002 was unusually high due to the U.S. deferred income tax offset to the
Mexican income tax rate benefit included in equity income.
16
Net income of $484.8 million was an increase of $28.7 million, or
6.3% over first quarter 2002. Diluted earnings per share were $.57, an
increase of 11.8% compared to the first quarter 2002. Earnings per share
continue to benefit from the company's ongoing share repurchase program. The
company repurchased almost 13 million shares in the first quarter 2003.
LIQUIDITY AND FINANCIAL CONDITION
- ---------------------------------
Cash at March 31, 2003 was $114.9 million, a decrease of $74
million from the December 31, 2002 balance. The principal source of the
company's cash flow is cash generated by operations. Principal uses of cash
are capital expenditures, share repurchase, dividends and business
investments. The company generated operating cash flow before the change in
working capital of $701.3 million for the first quarter 2003. See the
consolidated statement of cash flows for detailed information. Cash
generated by the company's business segments is projected to exceed funding
requirements for each segment's anticipated capital spending. The net
issuance of debt provides an additional source of cash as necessary for
share repurchase, dividends and business investments. The use of debt
financing lowers the company's overall cost of capital.
The company's net debt balance increased $263.1 million since
December 31, 2002, compared to an increase of $22.1 million during the first
quarter 2002. The changes in debt are outlined below.
Debt issuances were $397.2 million and $72.9 million, respectively,
in the first quarter 2003 and 2002, as shown below:
- --------------------------------------------------------------------------------
Amount Interest Rate
Description (Millions) (Fixed Unless Noted)
- --------------------------------------------------------------------------------
2003
U.S. Dollar Notes $396.9 $198.0 at 4.5%; $198.9 at 4.625%
Other, net 0.3 Various
2002
Commercial Paper $72.6 1.98% Weighted average floating
Other, net 0.3 Various
- --------------------------------------------------------------------------------
17
Debt reductions were $134.1 million and $50.8 million,
respectively, in the first quarter 2003 and 2002, as shown below.
- --------------------------------------------------------------------------------
Amount Interest Rate
Description (Millions) (Fixed Unless Noted)
- --------------------------------------------------------------------------------
2003
Commercial Paper $83.1 1.25% Weighted average floating
ESOP Note 44.0 8.25%
Other, net 7.0 Various
2002
ESOP Note $41.9 8.25%
Other, Net 8.9 Various
- --------------------------------------------------------------------------------
At March 31, 2003, $329.7 million of outstanding commercial paper
borrowings were classified as long-term since commercial paper is maintained
on a long-term basis with on-going support provided by the company's $2
billion revolving credit agreement.
Capital expenditures during the first quarter 2003 were $222.2
million, compared to $181.7 million for the first quarter 2002. Full year
2003 capital expenditures are expected to approximate $950 million to $1
billion.
On April 3, 2003, the company invested $116.4 million in
convertible bonds of Tsingtao, the largest brewer in China. The company is
expected to invest an additional $65.2 million in Tsingtao in the next year
for a total investment of $181.6 million. See footnote 9 for additional
information.
At its March meeting, the Board of Directors approved a new 100
million common share repurchase program. The program is similar to the
company's existing repurchase authorization, which has approximately 4
million shares remaining available for repurchase as of March 31, 2003.
At its April meeting, the Board of Directors declared a regular
quarterly dividend of $.195 per share on outstanding shares of the company's
common stock, payable June 9, 2003, to shareholders of record May 9, 2003.
18
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.
ITEM 3. RISK MANAGEMENT
The company's derivatives holdings fluctuate during the year based
on normal and recurring changes in purchasing and production activity. The
company has experienced slightly higher derivatives use as raw material
inputs have increased in conjunction with increases in domestic beer volume.
Since December 31, 2002, there have been no material changes in the
company's interest rate, commodity price and foreign currency exposures, no
changes in the types of derivative instruments used to hedge those
exposures, and no significant changes in underlying market conditions.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls
- -------------------
It is the responsibility of the chief executive officer and chief
financial officer to ensure the company maintains disclosure controls and
procedures designed to provide reasonable assurance that material
information, both financial and non-financial, and other information
required under the securities laws to be disclosed is identified and
communicated to senior management on a timely basis. The company's
disclosure controls and procedures include mandatory communication of
material subsidiary events, automated accounting processing and reporting,
management review of monthly and quarterly results, periodic subsidiary
business reviews, an established system of internal controls and rotating
internal control reviews by the company's internal auditors.
19
During the first quarter, the chief executive officer and chief
financial officer evaluated the company's disclosure controls and have
concluded the controls and procedures currently in place are adequate to
ensure material information and other information requiring disclosure is
identified and communicated on a timely basis. Additionally, there have been
no material changes to the company's system of internal controls or changes
in other factors affecting the operation of the internal controls in the
three months since Anheuser-Busch management last evaluated the system of
internal controls in conjunction with the preparation of financial
statements for the year ended December 31, 2002.
20
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On January 2, 2003, the company issued out of treasury shares a
total of 3,584 shares of the company's common stock ($1 par value) to four
members of the Board of Directors of the company in lieu of cash for all or
a portion of those members' 2003 annual retainer fee pursuant to the
company's Non-Employee Director Elective Stock Acquisition Plan. These
transactions were exempt from registration and prospectus delivery
requirements of the Securities Act of 1933 pursuant to Section 4(2) of the
Act.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of the company held April 23,
2003, the following matters were voted upon:
1. Election of James J. Forese, Vernon R. Loucks, Jr., Vilma S.
Martinez, William Porter Payne and Edward E. Whitacre, Jr. to
serve as Directors of the company for a term of three years.
For Withheld
---------------------------- --------------------------
James J. Forese 722,251,087 10,962,192
Vernon R. Loucks, Jr. 686,765,678 46,447,601
Vilma S. Martinez 686,903,514 46,309,765
William Porter Payne 722,505,773 10,707,506
Edward E. Whitacre, Jr. 713,141,558 20,071,721
2. Approve an Amendment to the 1998 Incentive Stock Plan.
For 649,880,616
Against 75,115,736
Abstain 8,216,627
Non-Votes 301
3. Approve the Stock Plan for Non-Employee Directors.
For 663,979,931
Against 61,152,435
Abstain 8,080,413
Non-Votes 501
21
4. Approve the employment of PricewaterhouseCoopers LLP, as
independent accountants, to audit the books and accounts of
the company for 2003.
For 665,689,370
Against 61,828,562
Abstain 5,695,347
Non-Votes 0
5. Shareholder proposal concerning the Chairman of the Board.
For 61,320,678
Against 563,705,743
Abstain 12,640,241
Non-Votes 95,546,617
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
12 Ratio of Earnings to Fixed Charges
99.1 Certification of Chief Executive
Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial
Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the
three-month period ended March 31, 2003.
22
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)
April 30, 2003
/s/ John F. Kelly
---------------------------------------------
John F. Kelly
Vice President and Controller
(Chief Accounting Officer)
April 30, 2003
CERTIFICATIONS
I, Patrick T. Stokes, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Anheuser-Busch
Companies, Inc.;
2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function);
a) All significant deficiencies in the design or operations of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: April 30, 2003 /s/ Patrick T. Stokes
---------------------------- --------------------------------------
Patrick T. Stokes
President and Chief Executive Officer
Anheuser-Busch Companies, Inc.
CERTIFICATIONS
I, W. Randolph Baker, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Anheuser-Busch
Companies, Inc.;
2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function);
a) All significant deficiencies in the design or operations of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: April 30, 2003 /s/ W. Randolph Baker
----------------------- ------------------------------------------
W. Randolph Baker
Vice President and Chief Financial Officer
Anheuser-Busch Companies, Inc.