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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 September 30, 2004
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 - 790,068,368 shares as of September 30, 2004
1
Anheuser-Busch Companies, Inc. and Subsidiaries
Consolidated Balance Sheet (Unaudited)
- ---------------------------------------------------------------------------------------------------------
September 30, December 31,
(In millions) 2004 2003
------------------ ------------------
Assets
Current Assets:
Cash $ 196.0 $ 191.1
Accounts receivable 938.4 669.4
Inventories:
Raw materials and supplies 322.9 320.3
Work in progress 82.6 81.9
Finished goods 261.4 185.3
Total inventories 666.9 587.5
Other current assets 198.3 182.3
------------------ ------------------
Total current assets 1,999.6 1,630.3
Investments in affiliated companies 3,208.0 3,052.0
Plant and equipment, net 8,726.2 8,498.9
Intangible assets, including goodwill of $960.3
and $349.0, respectively 1,167.5 486.6
Other assets 1,097.9 1,021.7
------------------ ------------------
Total Assets $16,199.2 $14,689.5
================== ==================
Liabilities and Shareholders Equity
Current Liabilities:
Accounts payable $ 1,170.3 $ 1,093.7
Accrued salaries, wages and benefits 267.1 288.9
Accrued taxes 322.4 163.1
Accrued interest 111.7 110.4
Other current liabilities 218.0 201.1
------------------ ------------------
Total current liabilities 2,089.5 1,857.2
------------------ ------------------
Postretirement benefits 458.4 470.4
------------------ ------------------
Debt 8,272.4 7,285.4
------------------ ------------------
Deferred income taxes 1,695.9 1,462.1
------------------ ------------------
Other long-term liabilities 918.3 902.7
------------------ ------------------
Shareholders Equity:
Common stock, $1.00 par value, 1.6 billion
shares authorized 1,462.0 1,457.9
Capital in excess of par value 1,397.0 1,194.0
Retained earnings 15,267.3 13,935.4
Treasury stock, at cost (14,330.8) (12,939.0)
Accumulated non-owner changes in equity (1,030.8) (890.3)
ESOP debt guarantee -- (46.3)
------------------ ------------------
Total Shareholders Equity 2,764.7 2,711.7
------------------ ------------------
Commitments and contingencies -- --
------------------ ------------------
Total Liabilities and Shareholders Equity $16,199.2 $14,689.5
================== ==================
- ----------------------------------------------------------------------------------------------------------
See the accompanying footnotes on pages 5 -- 14.
2
Anheuser-Busch Companies, Inc., and Subsidiaries
Consolidated Income Statement (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------------------
Third Qtr. Ended Sept. 30, Nine Months Ended Sept. 30,
(In millions, except per share) 2004 2003 2004 2003
------------------------------------ ---------------------------------------
Gross sales $ 4,679.6 $ 4,465.8 $13,279.8 $12,600.0
Excise taxes (599.5) (585.3) (1,712.7) (1,668.7)
---------------- ---------------- ---------------- ----------------
Net sales 4,080.1 3,880.5 11,567.1 10,931.3
Cost of sales (2,361.3) (2,204.1) (6,765.8) (6,368.4)
---------------- ---------------- ---------------- ----------------
Gross profit 1,718.8 1,676.4 4,801.3 4,562.9
Marketing, distribution &
administrative expenses (672.5) (648.5) (1,909.1) (1,812.9)
---------------- ---------------- ---------------- ----------------
Operating income 1,046.3 1,027.9 2,892.2 2,750.0
Interest expense (107.2) (98.7) (314.8) (299.7)
Interest capitalized 4.7 6.9 15.7 17.7
Interest income 1.9 0.3 3.4 0.6
Other income, net 2.5 2.1 32.5 1.1
---------------- ---------------- ---------------- ----------------
Income before income taxes 948.2 938.5 2,629.0 2,469.7
Provision for income taxes (367.7) (361.5) (1,020.3) (955.7)
Equity income, net of tax 103.9 87.3 299.1 267.7
---------------- ---------------- ---------------- ----------------
Net income $684.4 $664.3 $1,907.8 $1,781.7
================ ================ ================ ================
Basic earnings per share $.86 $.81 $2.38 $2.15
================ ================ ================ ================
Diluted earnings per share $.85 $.80 $2.35 $2.12
================ ================ ================ ================
- ----------------------------------------------------------------------------------------------------------------------------------
See the accompanying footnotes on pages 5 -- 14.
3
Anheuser-Busch Companies, Inc. and Subsidiaries
Consolidated Statement Of Cash Flows (Unaudited)
- --------------------------------------------------------------------------------------------------------------------
Nine Months Ended Sept. 30,
-----------------------------------------
(In millions) 2004 2003
---------------- -----------------
Cash flow from operating activities:
Net Income $1,907.8 $ 1,781.7
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation and amortization 692.0 649.9
Deferred income taxes 134.9 63.3
Undistributed earnings of affiliated companies (120.1) (107.1)
Other, net (17.9) 68.5
---------------- -----------------
Operating cash flow before change in working capital 2,596.7 2,456.3
Increase in working capital (205.3) (7.2)
---------------- -----------------
Cash provided by operating activities 2,391.4 2,449.1
---------------- -----------------
Cash flow from investing activities:
Capital expenditures (726.5) (719.5)
Business acquisitions (726.0) (116.4)
---------------- -----------------
Cash used for investing activities (1,452.5) (835.9)
---------------- -----------------
Cash flow from financing activities:
Increase in long-term debt 1,435.1 929.3
Decrease in long-term debt (508.4) (401.9)
Dividends paid to shareholders (549.9) (506.7)
Acquisition of treasury stock (1,410.3) (1,747.8)
Shares issued under stock plans 99.5 61.4
---------------- -----------------
Cash used for financing activities (934.0) (1,665.7)
---------------- -----------------
Net increase/(decrease) in cash during the period 4.9 (52.5)
Cash, beginning of period 191.1 188.9
---------------- -----------------
Cash, end of period $196.0 $136.4
================ =================
- --------------------------------------------------------------------------------------------------------------------
See the accompanying footnotes on pages 5 -- 14.
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. These
financial 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,
2003.
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 third quarter and nine months ended
September 30 are shown below (millions of shares):
Third Quarter Nine Months
--------------------------- ---------------------------
2004 2003 2004 2003
----------- ------------ ----------- ------------
Basic weighted average shares
outstanding 797.4 819.7 802.9 830.6
=========== ============ =========== ============
Diluted weighted average shares
outstanding 806.6 830.3 812.8 841.2
=========== ============ =========== ============
5
3. Business Segments Information
-----------------------------
Comparative business segment information for the third quarter and nine
months ended September 30 (in millions):
-----------------------------------------------------------------------------------------
THIRD Domestic Int'l Corporate &
QUARTER Beer Beer Packaging Entertain. Other Elims. Consol.
- ----------------------------------------------------------------------------------------------------------------------------
2004
Gross Sales $3,561.3 284.6 611.6 360.6 18.8 (157.3) $4,679.6
Net Sales:
- - Intersegment -- -- $240.1 -- 0.9 (241.0) $--
- - External $3,018.4 228.0 371.5 360.6 17.9 83.7 $4,080.1
Income Before
Income Taxes $933.3 36.5 48.9 112.9 (1.0) (182.4) $948.2
Equity Income, Net of Tax -- $103.9 -- -- -- -- $103.9
Net Income $578.7 126.5 30.3 70.0 (0.6) (120.5) $684.4
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
2003
Gross Sales $3,483.1 216.3 541.9 356.0 20.0 (151.5) $4,465.8
Net Sales:
- - Intersegment -- -- $231.4 -- 1.0 (232.4) $--
- - External $2,942.0 172.1 310.5 356.0 19.0 80.9 $3,880.5
Income Before
Income Taxes $901.0 29.7 47.2 121.9 (0.1) (161.2) $938.5
Equity Income, Net of Tax -- $87.3 -- -- -- -- $87.3
Net Income $558.6 105.7 29.2 75.6 -- (104.8) $664.3
- ----------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
NINE Domestic Int'l Corporate &
MONTHS Beer Beer Packaging Entertain. Other Elims. Consol.
- ----------------------------------------------------------------------------------------------------------------------------
2004
Gross Sales $10,373.3 715.2 1,758.8 827.2 53.1 (447.8) $13,279.8
Net Sales:
- - Intersegment -- -- $688.1 -- 3.0 (691.1) $--
- - External $8,801.5 574.3 1,070.7 827.2 50.1 243.3 $11,567.1
Income Before
Income Taxes $2,747.5 90.5 138.2 183.7 (3.3) (527.6) $2,629.0
Equity Income, Net of Tax -- $299.1 -- -- -- -- $299.1
Net Income $1,703.5 355.2 85.7 113.9 (2.0) (348.5) $1,907.8
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
2003
Gross Sales $10,019.4 583.5 1,628.8 762.1 53.3 (447.1) $12,600.0
Net Sales:
- - Intersegment -- -- $678.8 -- 3.3 (682.1) $--
- - External 8,463.5 470.7 950.0 762.1 50.0 235.0 $10,931.3
Income Before
Income Taxes $2,576.3 75.8 131.5 167.4 (0.2) (481.1) $2,469.7
Equity Income, Net of Tax -- $267.7 -- -- -- -- $267.7
Net Income $1,597.3 314.7 81.5 103.8 (0.1) (315.5) $1,781.7
- ----------------------------------------------------------------------------------------------------------------------------
6
4. Business Investments
--------------------
Harbin Group Acquisition
------------------------
During the second quarter 2004, the company initiated a tender offer
for all the outstanding shares of Harbin Brewery Group, the fourth
largest brewer in China, and completed the purchase by the end of July
2004. Harbin is included in Anheuser-Busch's consolidated results as of
September 30, 2004. Operating results for Harbin are included in the
company's consolidated third quarter 2004 results on a one-month lag
basis (i.e., Harbin's June, July and August results are reported in the
third quarter). Anheuser-Busch paid a total of $693 million for 100% of
Harbin, with the purchase price allocated as shown below (in millions).
The valuation of acquired assets and liabilities was performed by an
independent appraiser.
Description Amount
------------------------------------------------ ------------
Working Capital $4
Property, Plant and Equipment 174
Identifiable Intangible Assets 59
Goodwill 590
Long-Term Debt (118)
Net Other Liabilities (16)
------------
$693
============
Identifiable intangible assets consist of trademarks valued at $44
million and a wholesaler distribution network valued at $15 million.
Trademarks are not amortized. The wholesaler distribution network is
being amortized on a straight-line basis over seven years. The company
recognized $366,000 in amortization expense for the wholesaler network
in the third quarter and expects on-going annual amortization expense
of approximately $2.2 million over the life of the asset. The Harbin
debt assumed is a portfolio of small-scale loans with an average
maturity of approximately two years and a weighted average interest
rate of 5.57%.
7
Tsingtao Investment
-------------------
In March 2004, the company made its planned final investment of $33
million in convertible bonds of Tsingtao, the largest brewer in China,
bringing the total of its recent investments in Tsingtao to $182
million. The company's equity ownership interest remains at 9.9% and
continues to be accounted for using the cost method.
5. Non-Owner Changes in Equity
---------------------------
Net income and non-owner changes in equity, net of applicable taxes,
for the third quarter and nine months ended September 30 follow (in
millions):
Third Quarter Nine Months
----------------------------- ----------------------------------
2004 2003 2004 2003
------------ ------------- -------------- ---------------
Net income $684.4 $664.3 $1,907.8 $1,781.7
Non-owner changes in equity:
Foreign currency translation
gains/(losses) 13.3 (165.1) (8.6) (196.2)
Deferred hedging gains/(losses) (9.2) 16.0 (51.6) 14.3
Deferred securities valuation
gains/(losses) 21.5 42.4 (80.3) 66.1
------------ ------------- -------------- ---------------
Combined net income and
non-owner changes in equity $710.0 $557.6 $1,767.3 $1,665.9
============ ============= ============== ===============
The components of accumulated non-owner changes in equity, net of
applicable taxes, as of September 30, 2004 and December 31, 2003 follow
(in millions):
Sept. 30, 2004 Dec. 31, 2003
--------------------- --------------------
Foreign currency translation loss $(678.0) $(669.4)
Minimum pension obligation (453.0) (453.0)
Deferred hedging gains 8.2 59.8
Deferred securities valuation gains 92.0 172.3
--------------------- --------------------
Accumulated non-owner changes in equity $(1,030.8) $(890.3)
===================== ====================
8
In 2004, the company began recording deferred income taxes related to
certain non-owner changes in shareholders equity. The deferred income
tax liability effects for the third quarter and nine months ended
September 30, 2004 follow (in millions):
Increase/(Decrease)
------------------------------------------------------------------------------
Third Quarter Nine Months
------------------------------------ -----------------------------------
Non-Owner Deferred Non-Owner Deferred
Changes Income Changes Income
in Equity Tax Liability in Equity Tax Liability
------------------------------------ -----------------------------------
Deferred securities valuation
gains $(19.0) $19.0 $(54.1) $54.1
Deferred hedging gains 5.7 (5.7) (5.0) 5.0
------------------------------------ -----------------------------------
Total $(13.3) $13.3 $(59.1) $59.1
==================================== ===================================
6. Derivatives
-----------
Anheuser-Busch accounts for its derivatives under FAS 133, "Accounting
for Derivatives and Other Hedging Instruments," and therefore defers
hedging gains and losses that are effective at offsetting price changes
in the underlying hedged exposures. The company reclassified deferred
gains of $14.6 million and $49.0 million, and deferred losses of $2.1
million and $1.1 million, from accumulated non-owner changes in equity
into operating income during the third quarter and nine months of 2004,
respectively, as underlying hedged transactions occurred.
The company recognized net pretax gains due to hedge ineffectiveness of
$2.4 million for the third quarter and $26 million for the nine months
of 2004, compared with net pretax losses of $0.1 million and net gains
of $0.8 million, respectively, for the comparable 2003 periods. The
gain for the nine months of 2004 includes $19.5 million related to the
sale of commodity hedges that had been in place for future years, which
is reported in other income. The hedges were originally placed using
estimates of costs to be contained in the renewal of supply contracts.
Anheuser-Busch lowered its cost estimates during the first quarter,
resulting in significant hedge ineffectiveness in compliance with FAS
133. Due to the hedge ineffectiveness, the company sold these hedges
and realized the ineffective portion of the gain.
9
7. Goodwill
--------
Following is goodwill by business segment, as of September 30, 2004 and
December 31, 2003 (in millions). Goodwill related to consolidated
operations is included in intangible assets. Goodwill associated with
the company's equity investments in Grupo Modelo and CCU is reflected
in investments in affiliated companies. The company completed the
purchase price allocation for the acquisition of a wholesaler during
the second quarter resulting in the increase in domestic beer goodwill.
The increase in international beer goodwill is due to the acquisition
of the Harbin Group in China, plus the impact of foreign currency
translation.
Sept. 30, 2004 Dec. 31, 2003
-------------------- ---------------------
Domestic Beer $ 21.2 $ --
International Beer 1,271.5 679.7
Packaging 21.9 21.9
Entertainment 288.3 288.3
-------------------- ---------------------
Total goodwill $1,602.9 $989.9
==================== =====================
8. Stock Based Compensation
------------------------
The company accounts for employee stock options in accordance with FAS
123, "Accounting for Stock-Based Compensation." Under FAS 123, the
company elects to recognize no compensation expense related to employee
stock options, since options are always granted with an exercise price
equal to the market price of the company's stock on the day of grant.
Because of its election to not recognize compensation expense for stock
options, the company makes required pro forma disclosures of net income
and diluted earnings per share as if compensation expense had been
recognized, based on the fair value of stock options on the grant date.
For FAS 123 disclosure purposes, the fair value of stock options
granted is required to be based on a theoretical option-pricing model.
Anheuser-Busch estimates the value of its options using the
Black-Scholes model and then hypothetically amortizes the value to
compensation expense over
10
the three-year vesting period for pro forma reporting. 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. The pro forma impact for the third quarter
and nine months ended September 30 follows (in millions, except per
share):
Third Quarter Nine Months
------------------------------ -------------------------------
2004 2003 2004 2003
-------------- ------------ -------------- -------------
Reported Net Income $684.4 $664.3 $1,907.8 $1,781.7
Pro Forma Impact of
Expensing Stock Options (29.1) (27.8) (87.3) (83.5)
-------------- ------------ -------------- -------------
Pro Forma Net Income $655.3 $636.5 $1,820.5 $1,698.2
============== ============ ============== =============
Reported Basic Earnings
Per Share $.86 $.81 $2.38 $2.15
Pro Forma Impact of
Expensing Stock Options (.04) (.03) (.11) (.11)
-------------- ------------ -------------- -------------
Pro Forma Basic Earnings
Per Share $.82 $.78 $2.27 $2.04
============== ============ ============== =============
Reported Diluted Earnings
Per Share $.85 $.80 $2.35 $2.12
Pro Forma Impact of
Expensing Stock Options (.04) (.03) (.11) (.10)
-------------- ------------ -------------- -------------
Pro Forma Diluted Earnings
Per Share $.81 $.77 $2.24 $2.02
============== ============ ============== =============
In March 2004 the FASB issued a proposed standard entitled "Share-Based
Payment - An Amendment of FAS Nos. 123 and 95." The proposed rules will
eliminate the disclosure-only election under FAS 123 and require the
recognition of compensation expense for stock options and other forms
of equity compensation based on the fair value of the instruments on
the date of grant. In addition to the quarterly and year-to-date
disclosures shown above, the company also disclosed in its 2003 annual
report to shareholders that the dilutive impact on net income and
diluted earnings per share of hypothetically expensing stock options
based on Black-Scholes for the full years 2003, 2002 and 2001 was $113
million and $.14 per share, $93 million and $.11 per share, and $69
million and $.08 per share, respectively.
11
9. Contingencies
-------------
In January 1997, Maris Distributing Company, Inc., a former
Anheuser-Busch wholesaler in Florida, initiated litigation against the
company alleging breach of contract and 12 other claims. Anheuser-Busch
terminated its distribution agreement with Maris Distributing in March
1997. During the course of litigation, nine claims were resolved in
favor of Anheuser-Busch and a defamation claim brought by Maris was
mistried. In August 2001, a jury rendered a verdict against the company
in the amount of $50 million on two remaining claims. The court
subsequently awarded plaintiffs an additional $22.6 million in
accumulated prejudgment interest on the jury award, which may continue
to accrue at a rate that is fixed annually. Anheuser-Busch continues to
believe it acted appropriately in terminating the distribution
agreement of Maris Distributing. In May 2003, the Court of Appeals
remanded the case to the trial court for resolution of issues relating
to the defamation claim. In September 2003, the trial court determined
that Maris Distributing's amended defamation claim could proceed.
Anheuser-Busch is vigorously contesting that claim. The appeals of the
2001 verdict cannot be heard by the Court of Appeals until matters
relating to the defamation claim are resolved. The company continues to
vigorously contest the verdict. However, resolution is not expected to
occur quickly and the ultimate impact of this matter on the company's
financial position, results of operations or cash flows cannot
presently be predicted. The company's results do not include any
expense related to the Maris Distributing judgment or interest for any
period shown.
The company and certain of its subsidiaries are involved in additional
claims and legal proceedings in which monetary damages and other relief
is sought. The company is vigorously contesting these claims; however
resolution is not expected to occur quickly, and their ultimate outcome
cannot presently be predicted. It is the opinion of management that the
ultimate resolution of these claims, legal proceedings and other
contingencies, either individually or in the aggregate, will not
materially affect the company's financial position, results of
operations or liquidity.
12
10. Pension and Other Postretirement Benefits Expense
-------------------------------------------------
The components of total pension expense for the third quarter and nine
months ended September 30 are shown below (in millions):
Third Quarter Nine Months
----------------------- ---------------------------
2004 2003 2004 2003
---------- --------- ----------- ------------
Service cost (benefits earned during the period) $22.5 $18.7 $64.8 $56.0
Interest cost on benefit obligation 40.2 37.9 119.3 113.9
Assumed return on plan assets (47.2) (47.2) (142.3) (141.7)
Amortization of prior service cost and
net actuarial losses 14.7 9.0 46.6 27.1
---------- --------- ----------- ------------
Expense for defined benefit plans 30.2 18.4 88.4 55.3
Cash contributed to multi-employer pension plans 4.1 4.2 12.6 12.6
Cash contributed to defined contribution
pension plans 4.7 4.6 14.0 13.8
---------- --------- ----------- ------------
Total pension benefits expense $39.0 $27.2 $115.0 $81.7
========== ========= =========== ============
The components of total other postretirement benefits expense for the
third quarter and nine months ended September 30 are shown below (in
millions):
Third Quarter Nine Months
------------------------ --------------------------
2004 2003 2004 2003
---------- ---------- ---------- ------------
Service cost (benefits earned during the period) $5.6 $5.0 $16.8 $14.8
Interest cost on benefit obligation 8.7 9.4 26.1 28.4
Amortization of prior service cost and net actuarial
gains (2.7) (2.3) (5.4) (6.9)
---------- ---------- ---------- ------------
Total defined benefits expense $11.6 $12.1 $37.5 $36.3
========== ========== ========== ============
During the second quarter of 2004, Anheuser-Busch began recognizing the
estimated impact of the Medicare Prescription Drug Improvement and
Modernization Act of 2003, which provides a federal subsidy to sponsors
of retiree health care plans. As a result of the Act, the company's
accumulated postretirement benefits obligation was reduced $43.9
million as of June 30, 2004. Additionally, the Act has reduced defined
2004 postretirement benefits expense $2.5 million and $5.3 million,
respectively, for the third quarter and nine months.
13
11. Deferred Income Tax Liability Adjustment
----------------------------------------
During the second quarter 2004, the company identified a $25.9 million
balance sheet reclassification related to the spin-off of its
Campbell-Taggart bakery subsidiary in 1996. This reclassification does
not have any impact on the company's results of operations, cash flows
or total assets. As of June 30, 2004, the company increased the
deferred income tax liability by $25.9 million, from $1,541.2 million
to $1,567.1 million, and decreased retained earnings by $25.9 million,
from $14,804.5 million to $14,778.6 million.
12. Modelo Capital Transaction
--------------------------
During June and July 2004 (A-B's third quarter, based on the company's
one-month lag reporting for Modelo), Grupo Modelo received a $251
million capital infusion in certain subsidiaries in exchange for equity
in those subsidiaries. A-B has reported its share of the capital
infusion as an $85.4 million increase in its equity investment in Grupo
Modelo and a $74.0 million increase in capital in excess of par value,
net of deferred taxes of $11.4 million.
14
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 third quarter and nine months
ended September 30, 2004, compared with the third quarter and nine months
ended September 30, 2003, and the year ended December 31, 2003. This
discussion should be read in combination with the consolidated financial
statements and notes included in the company's annual report to shareholders
for the year ended December 31, 2003.
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 the company's
expectations concerning its future operations, earnings and prospects may
change. The company's 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, including changes in beer
excise taxes at either the federal or state level and changes in income
taxes; changes in the litigation to which the company is a party; changes in
raw materials prices; changes in packaging materials costs; changes in
interest rates; changes in foreign currency exchange rates; unusual weather
conditions that could impact beer consumption in the U.S.; 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; changes in the company's credit
rating resulting from future acquisitions or
15
divestitures; and the effect of stock market conditions on the company's
share repurchase program. Anheuser-Busch disclaims any obligation to update
any of these forward-looking statements.
RESULTS OF OPERATIONS
- ---------------------
Anheuser-Busch Cos., Inc. achieved improved sales and earnings for
the third quarter and nine months of 2004. Consolidated net sales increased
5.1% in the third quarter, while earnings per share increased 6.3%. Net
sales and earnings per share increased 5.8% and 10.8%, respectively, for the
nine months. Results for the nine months of 2004 benefited from a $19.5
million pretax gain ($.015 per share) in the first quarter 2004 from the
sale of commodity hedges. This gain is reported in other income/(expense) on
the consolidated income statement and does not impact gross profit or
operating income. Excluding this gain, which better reflects underlying
operations, earnings per share for the nine months increased 10.1% versus
2003 (see additional discussion on page 23).
Anheuser-Busch is achieving another year of solid growth in
earnings per share, despite the general slowdown in spending for consumer
products this summer. The company anticipates earnings per share growth of
10% to 11% for 2004, excluding the benefit of the commodity hedge gain and
including the dilution related to the Harbin acquisition, as shown below:
Earnings Per Share Increase
-------------------------- -----------------------
Including Hedge Gain $2.745 to $2.765 10.7% to 11.5%
=======================
Commodity Hedge Gain (.015)
--------------------------
Excluding Hedge Gain $2.73 to $2.75 10.1% to 10.9%
========================== =======================
Additionally, the company currently expects earnings per share
growth in the 7% to 10% range for 2005 compared with 2004 on a reported
basis, including the commodity hedge gain. Anheuser-Busch remains confident
in its ability to achieve its double-digit earnings per share growth
objective over the longer-term.
16
BEER SALES RESULTS
- ------------------
The company's reported beer volume for the third quarter and nine
months is summarized in the following table:
- ----------------------------------------------------------------------------------------------------------------------
Reported Beer Volume (millions of barrels)
- ----------------------------------------------------------------------------------------------------------------------
Third Quarter Nine Months Ended Sept. 30
-------------------------------- ----------------------------------
Versus 2003 Versus 2003
-------------------- --------------------
2004 Barrels % 2004 Barrels %
------ -------- -------- ------- --------- -------
Domestic 27.6 0.03 0.1% 80.0 0.8 0.9%
International 4.9 2.6 112.1% 9.1 2.8 45.7%
------ -------- -------- ------- --------- -------
Worldwide A-B Brands 32.5 2.6 8.8% 89.1 3.6 4.2%
Int'l Equity Partner Brands 5.2 0.3 6.5% 14.8 0.5 3.6%
------ -------- -------- ------- --------- -------
Total Brands 37.7 2.9 8.5% 103.9 4.1 4.1%
====== ======== ======== ======= ========= =======
- ----------------------------------------------------------------------------------------------------------------------
Domestic beer sales-to-wholesalers were up 0.1% for the third
quarter of 2004 versus the third quarter 2003, and were up 0.9% for the nine
months of 2004. The company now expects full year sales-to-wholesalers to be
up about 0.5%.
Wholesaler sales-to-retailers were down 1.3% in the third quarter
and up 0.7% for the nine months, versus 2003 levels. Both
sales-to-wholesalers and sales-to-retailers have been adversely impacted by
the abnormally cool and wet weather in many key markets, especially in the
Southeastern U.S., and the general slowdown in consumer spending during the
third quarter.
The company's domestic market share (excluding exports) for the
nine months of 2004 and 2003 was 50%. Domestic market share is based on
estimated U.S. beer industry sales using information provided by the Beer
Institute and the U.S. Department of Commerce.
International volume, consisting of Anheuser-Busch brands produced
overseas by company-owned breweries and under license and contract-brewing
agreements, plus exports from the company's U.S. breweries to markets around
the world, increased 112.1% for the third quarter and 45.7% for the nine
months of 2004. International beer volume for the third quarter 2004
includes 2.6 million barrels for Harbin. The company completed its
acquisition of Harbin in July and reports Harbin results on a one-month lag
basis. Excluding Harbin, international volume decreased 1.8% in the third
quarter.
17
The decrease is due to lower volume in Europe, reflecting a difficult
comparison to volume in 2003 that benefited from unusually hot summer
weather. For the nine months of 2004, international volume excluding Harbin
increased 3.3%, due primarily to higher sales volume in China. Worldwide
Anheuser-Busch beer sales volume, which is comprised of domestic volume and
international volume, rose 8.8% and 4.2%, respectively, for the third
quarter and nine months of 2004 versus 2003, to 32.5 million and 89.1
million barrels, respectively.
International equity partner brands volume, representing the
company's share of its foreign equity partners' volume reported on a
one-month lag, increased 6.5% for the third quarter and 3.6% for the nine
months of 2004 versus 2003, contributing to the company's 8.5% and 4.1%
increase in total brands volume for the same periods.
THIRD QUARTER AND NINE MONTHS OF 2004 FINANCIAL RESULTS
- -------------------------------------------------------
Key operating results for the third quarter and nine months of 2004
are summarized in the following tables:
- ---------------------------------------------------------------------------------------------------------------
In millions, except per share Third Quarter Nine Months
------------------------------------ ------------------------------------
Vs. 2003 Vs. 2003
------------------------ -----------------------
2004 $ % 2004 $ %
-------- --------- ---------- --------- --------- ----------
Gross Sales $4,680 Up $214 Up 4.8% $13,280 Up $680 Up 5.4%
Net Sales $4,080 Up $199 Up 5.1% $11,567 Up $636 Up 5.8%
Income Before Income Taxes $948 Up $9 Up 1.0% $2,629 Up $159 Up 6.4%
Equity Income, Net of Tax $104 Up $17 Up 18.9% $299 Up $31 Up 11.7%
Net Income $684 Up $20 Up 3.0% $1,908 Up $126 Up 7.1%
Diluted Earnings per Share $.85 Up $.05 Up 6.3% $2.35 Up $.23 Up 10.8%
- ---------------------------------------------------------------------------------------------------------------
A discussion of financial results for the third quarter and nine
months of 2004 follows.
Anheuser-Busch achieved improved gross sales of $4.7 billion and
$13.3 billion, and improved net sales of $4.1 billion and $11.6 billion,
respectively, in the third quarter and nine months of 2004. These amounts
represent gross sales increases over 2003 of 4.8% for the third quarter and
5.4% for the nine months. Net sales increased over 2003 by 5.1% and 5.8%,
respectively, for the same periods. The differences between gross and net
sales reflect beer excise taxes paid by the company on its products.
18
The increases in consolidated gross and net sales are primarily the
result of 2.6% and 4% sales increases for the domestic beer segment in the
third quarter and nine months of 2004, respectively, due essentially to
higher revenue per barrel in the third quarter and both higher revenue per
barrel and increased beer volume year-to-date. The third quarter and
year-to-date results also include higher sales for all of the company's
other business segments. International beer net sales were up 32% and 22%,
respectively, due to the impact of the Harbin acquisition and year-to-date
volume growth in China and Canada. Packaging segment net sales were up 20%
for the third quarter and up 13% for the nine months from increased sales
from the company's commodity-based aluminum recycling operations in the
quarter, and increased recycling sales plus soft drink can volume and price
increases year-to-date. Sales growth for the entertainment segment was
adversely impacted by hurricanes in Florida during the third quarter.
Entertainment net sales increased 1% and 9%, respectively, due to admissions
pricing and in-park spending, partially offset by attendance declines due to
the Florida hurricanes.
For the domestic beer segment, revenue per barrel increased 2.1% in
the third quarter, and 2.5% for the nine months of 2004 vs. the same periods
in 2003, reflecting the continuing favorable pricing environment. Revenue
per barrel generated $73 million and $258 million in net sales improvement
for the third quarter and nine months of 2004, respectively. Higher beer
volume contributed $3 million and $80 million to the sales increases,
respectively. Domestic revenue per barrel is calculated as net sales
generated by the company's domestic beer operations on barrels of beer sold,
determined on a U.S. GAAP basis, divided by the volume of beer shipped from
the company's breweries to U.S. wholesalers. Consistent with the company's
practice of implementing moderate annual price increases in two phases,
Anheuser-Busch initiated selected pricing actions in early October 2004 on
over 40% of the company's volume, somewhat greater than in 2003. As in the
past, the revenue enhancement initiatives are again tailored to specific
markets, brands and packages, and preliminary results are encouraging. The
second phase of the pricing initiatives is planned for the first quarter of
2005 and will cover slightly less volume than the first quarter 2004
increase.
Cost of sales was $2.4 billion and $6.8 billion, respectively, for
the third quarter and nine months of 2004, reflecting increases of $157
million, or 7%, and $397 million,
19
or 6%, respectively, compared with 2003. The increases in cost of sales for
the third quarter and nine months are due to higher costs for all of the
company's major business segments. The increase in domestic beer costs are
due to costs associated with increased beer volume for the nine months,
increased costs for brewing and packaging materials for both the third
quarter and nine months and higher utility costs year-to-date. International
beer experienced higher costs associated with increased beer volume plus the
impact of Harbin cost of sales. Packaging operations incurred higher
aluminum costs and entertainment operations incurred higher park operating
expenses, including hurricane clean up costs in the third quarter. Gross
profit margin declined 110 basis points in the third quarter, to 42.1%, due
primarily to higher sales from the company's commodity-based aluminum
recycling operations and the impact of Florida hurricanes on the
entertainment business segment. For the nine months of 2004, gross margin
was down 20 basis points, to 41.5%, from the impact of higher sales from the
company's commodity based aluminum recycling operation, which offset a 30
basis point increase in domestic beer gross margin.
Marketing, distribution and administrative expenses for the third
quarter 2004 were $673 million, an increase of $24 million, or 4% compared
with third quarter 2003. For the nine months of 2004, these expenses were
$1.9 billion, an increase of $96 million, or 5% versus last year. For both
periods, these increases are principally due to increased international beer
marketing costs; higher distribution costs from owning an additional
wholesale operation; and higher corporate expenses, primarily higher
employee benefits expense. The nine-month increase also reflects increased
marketing costs associated with the Olympics.
Operating income increased $18 million, or 2% in the third quarter
2004 and was up $142 million, or 5% for the nine months, versus comparable
periods in 2003. Operating margins for the third quarter and nine months
were 25.6% and 25.0%, respectively, decreases of 90 and 20 basis points,
respectively, versus prior year. The same factors impacting gross margins
also adversely impacted operating margins.
Interest expense net of interest income was $105 million for the
third quarter and $311 million for the nine months of 2004, representing
increases of approximately 7% and 4%, respectively, compared with 2003. The
increases in 2004 are due to the impact of higher average outstanding debt
balances, partially offset by lower average
20
interest rates. Interest capitalized decreased 32% and 11% for the third
quarter and nine months of 2004, respectively, to $5 million and $16
million. These changes primarily resulted from fluctuations in construction
in progress balances during 2004 due to the timing of project in-service
dates.
Other income/expense, net includes equity earnings from the
company's limited partnership investments in beer wholesalers and numerous
other items of a nonoperating nature. The company had other income of $3
million and $33 million for the third quarter and nine months of 2004,
respectively, compared with other income of $2 million and $1 million for
the comparable 2003 periods. Other income for the nine months of 2004
includes the one-time pretax gain of $19.5 million ($.015 per share) in the
first quarter from the sale of commodity derivatives that had been in place
for future years. The hedges were originally placed using estimates of costs
to be contained in the renewal of supply contracts. Anheuser-Busch lowered
its cost estimates during the first quarter, resulting in significant hedge
ineffectiveness in compliance with FAS 133. Due to the hedge
ineffectiveness, the company sold these hedges and realized the ineffective
portion of the gain, which is reported as a corporate item for business
segment reporting purposes. Other income for the nine months also includes a
$19.1 million pretax gain ($.014 per share) related to the sale of two beer
wholesaler partnerships in the first quarter 2004.
Income before income taxes for the third quarter was $948 million,
an increase of $9 million, or 1% versus third quarter 2003. Income before
income taxes of $2.6 billion for the nine months represents an increase of
$159 million, or 6% compared with 2003. For the third quarter, this reflects
improved results for domestic beer, international beer and packaging
operations, mostly offset by a lower entertainment profit contribution and
higher corporate expenses. The nine-month increase reflects improved results
for all of the company's operating segments.
Domestic beer pretax income was $933 million and $2.7 billion for
the third quarter and nine months of 2004, respectively, representing growth
of $32 million, or 3.6% for the third quarter and $171 million, or 6.6% for
the nine months, versus prior year. Both of these increases reflect higher
revenue per barrel due to the favorable pricing environment, with increased
beer sales volume contributing to the nine-month increase. The year-to-date
increase also includes the $19.1 million pretax gain related
21
to the sale of two beer wholesalerships, which is reported in other
income/(expense), net for consolidated reporting.
International beer segment pretax income (excluding equity income)
was $37 million for the third quarter of 2004 and $91 million for the nine
months, representing increases of $7 million, or 23% in the third quarter
and $15 million, or 19% for the nine months versus 2003. These increases are
primarily due to the inclusion of Harbin results, profit growth in Canada in
both periods and volume and profit growth for Budweiser China operations for
the nine months.
Packaging segment pretax profits in the third quarter 2004 were $49
million, an increase of $2 million, or 4%. For the nine months, pretax
profits were $138 million, an increase of $7 million, or 5%. The increases
in packaging pretax profits are primarily due to improved profits from
aluminum recycling operations during both periods, plus higher soft drink
can volume and pricing for the nine months.
Entertainment segment pretax earnings for the third quarter 2004
were $113 million, a decline of $9 million, or 7% compared with the third
quarter 2003. Pretax profits for entertainment were $184 million for the
nine months, an increase of $16 million, or 10% versus 2003. The third
quarter decline is primarily due to lower attendance resulting from the
impact of hurricanes in Florida. Year-to-date, the benefit of higher
admissions pricing and increased in-park spending was partially offset by
the impact of the third quarter Florida hurricanes.
Equity income was $104 million in the third quarter and $299
million for the nine months of 2004, up $17 million, or 19% for the quarter
and up $31 million, or 12% for the nine months, versus 2003. Both increases
are due to the benefit of price increases implemented by Grupo Modelo,
combined with strong volume growth. Equity income results from 2003 included
a $5.5 million after tax gain representing Anheuser-Busch's equity share of
CCU earnings from the sale of a brewery in Croatia. Excluding this gain,
which better reflects underlying equity investee operations, equity income
for the nine months of 2004 increased 14.1% vs. 2003, as shown below:
22
Equity Income Increase
--------------------------- ------------
2004 2003
----------- ------------
Reported $299.1 $267.7 11.7%
============
Gain on Brewery Sale -- (5.5)
----------- ------------
Excluding Gain $299.1 $262.2 14.1%
=========== ============ ============
The company's effective tax rate was 38.8% in both the third
quarter and nine months of 2004, versus rates of 38.5% and 38.7% for the
comparable 2003 periods.
Net income of $684 million and $1.9 billion for the third quarter
and nine months of 2004, respectively, represents increases of $20 million,
or 3% during the quarter, and $126 million, or 7% for the nine months,
versus the same periods last year. Diluted earnings per share were $.85 for
the third quarter 2004, an increase of 6.3% compared with prior year, and
were $2.35 for the nine months, an increase of 10.8% compared with 2003.
Earnings per share continue to benefit from the company's share repurchase
program. The company repurchased 11.7 million shares during the third
quarter and a total of 27.1 million shares for the nine months of 2004.
Excluding the impact of the one-time gain from the sale of commodity hedges
previously discussed, which better reflects underlying operations, diluted
earnings per share for the nine months of 2004 would have increased 10.1%,
as shown below:
Earnings per Share Increase
------------------------- ------------
2004 2003
----------- ----------
Reported $ 2.35 $2.12 10.8%
============
Commodity Hedge Gain (.015) --
----------- ----------
Excluding Hedge Gain $2.335 $2.12 10.1%
=========== ========== ============
LIQUIDITY AND FINANCIAL CONDITION
- ---------------------------------
Cash at September 30, 2004 was $196 million, an increase of $5
million from the December 31, 2003 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. Operating cash flow before the change in working capital for
the nine months of 2004 was $2.6 billion. The $198 million increase in
working capital in 2004 compared with 2003 is due to higher brewing
23
materials inventories, increased accounts receivable for recycling
operations due to higher volume and pricing, and lower accounts payable from
the year-over-year timing of payments for commodity purchases and media
spending for the Olympics. See the consolidated statement of cash flows for
additional information. Cash generated by the company's business segments is
projected to exceed funding requirements for each segment's currently
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 Harbin Group acquisition cost resulted in a reduction
in the company's planned 2004 share repurchases.
Capital expenditures during the nine months of 2004 were $727
million, compared with $720 million through September 2003. Full year 2004
capital expenditures are expected to approximate $900 million to $975
million.
Per share dividends paid by the company were $.245 in the third
quarter and $.685 for the nine months of 2004, compared with $.22 and $.610,
respectively, for the comparable 2003 periods. At its October meeting, the
Board of Directors declared a regular quarterly dividend on outstanding
shares of the company's common stock of $.245 per share, payable December 9,
2004, to shareholders of record November 9, 2004.
The company has cash commitments in the ordinary course of business
for operating leases, capital commitments, debt service and the purchase of
brewing and packaging materials. There have been no material changes in the
magnitude or types of cash commitments made by the company during the year.
In September 2004, Anheuser-Busch elected to contribute $154
million to its defined benefit pension plans to enhance the funded status of
the plans. This funding is in addition to minimum contributions required for
2004. Pension contributions in 2004 for all plans are projected to total
approximately $250 million for the full year.
24
The company's debt balance has increased $987 million since
December 31, 2003, including $118 million of debt assumed by the company as
part of the Harbin acquisition. Comparative debt activity during the nine
months of 2004 and 2003 is shown below.
ISSUANCES
- ---------
Amount Interest Rate
Description (millions) (fixed unless noted)
- ------------------------------------------------------------------------------
2004
U.S. Dollar Notes $800.0 $550.0 at 5.0%; $250.0 at 4.7%
Commercial Paper, net 628.4 1.16% weighted average, floating
Harbin Debt Assumed 118.4 5.57% weighted average
Industrial Revenue Bonds 1.0 5.875%
Other, net 8.4 Various
Issuance Discounts (1.6) N/A
-------------
$1,554.6
=============
2003
U.S. Dollar Notes $880.0 $180.0 at 5.35%; $300.0 at 4.95%;
$200.0 at 4.625%; $200.0 at 4.5%
Commercial Paper, net 53.2 1.21% weighted average, floating
Other, net 2.1 Various
Issuance Discounts (3.9) N/A
-------------
$931.4
=============
REDUCTIONS
- ----------
Amount Interest Rate
Description (millions) (fixed unless noted)
- -----------------------------------------------------------------------------
2004
Euro Notes $251.0 $200.0 at 6.5%; $51.0 at 4.6%
U.S. Dollar Notes 251.2 $250 at 7.1%; $1.2 at 5.35%
ESOP Note 46.3 8.25%
Harbin Debt 4.0 5.57% weighted average
Other, net 15.1 Various
--------------
$567.6
==============
2003
U.S. Dollar Debentures $200.0 7.375%
U.S. Dollar Notes 200.0 6.75%
ESOP Note 44.0 8.25%
Other, net 15.3 Various
--------------
$459.3
==============
25
The ESOP debt guarantee expired on March 31, 2004. Commercial paper
borrowings are supported on a long-term basis by the company's $2 billion
revolving credit agreement. Anheuser-Busch has the ability and intent to
refinance its entire debt portfolio on a long-term basis and therefore
classifies all debt as long-term in the balance sheet. The company
registered $1.4 billion in long-term debt with the SEC in the third quarter
and as of September 30, 2004 had a total of $1.8 billion available for
issuance through existing shelf registrations.
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 over the last few
years as raw material inputs have increased in conjunction with increases in
domestic beer volume. Since December 31, 2003, there have been no
significant changes in the company's commodity, foreign currency and
interest rate exposures. There have been no changes in the types of
derivative instruments used to hedge the company's exposures. Underlying
commodity market conditions have been somewhat volatile, with recent trends
towards higher prices.
ITEM 4. CONTROLS AND PROCEDURES
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.
The chief executive officer and chief financial officer evaluated
the company's disclosure controls and procedures as of the end of the
quarter ended September 30, 2004 and have concluded that they are effective
as of September 30, 2004 in providing
26
reasonable assurance that such information is identified and communicated on
a timely basis. Additionally, there were no changes in the company's
internal control over financial reporting identified in connection with the
evaluation that have materially affected, or are reasonably likely to
materially affect, the company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
Common Stock Repurchases
- ------------------------
Following are the company's monthly common stock purchases during the
third quarter 2004 (in millions, except per share):
Average Price
Shares per Share
----------- ---------------
Shares Remaining Authorized Under Disclosed Repurchase Programs at
July 1, 2004 62.0
-----------
Less Shares Repurchased:
July 1.3 $52.43
August 4.5 $52.30
September 5.9 $50.65
----------- ---------------
Total Shares Repurchased 11.7 $51.49
----------- ===============
Shares Remaining Authorized Under Disclosed Repurchase Programs at
September 30, 2004 50.3
===========
As of September 30, 2004, the company had disbursed $18.6 million for
369,400 shares for which title had not yet been received due to normal
three-day securities settlement period. All shares are repurchased under
Board of Directors authorization. The Board authorized the current program
to repurchase 100 million shares in March 2003. There is no prescribed
termination date for this program. The numbers of shares shown include
shares delivered to the company to exercise stock options.
27
Stockholder Rights Plan
- -----------------------
On October 27, 2004, the board of directors determined not to renew
the company's Stockholder Rights Plan, which by its terms expires October
31, 2004. The Plan permitted stockholders to purchase common stock from the
company at prices substantially below market value under certain
change-in-control scenarios. The board of directors adopted the following
policy concerning rights plans, effective upon expiration of the Plan:
"The Company does not have a stockholder rights plan and is not
considering adopting one. The board of directors hereby adopts a policy
that it will not approve a stockholders rights plan without first
submitting the plan to a vote of stockholders, unless, in its exercise
of its fiduciary duties, the board of directors determines that, under
the circumstances existing at that time, adoption of a stockholders
rights plan without first seeking stockholder approval is in the best
interests of the Company's stockholders (whether to avoid the delay
resulting from seeking stockholder approval or for other reasons). If
the Company adopts a rights plan without first submitting the plan to a
vote of stockholders, within 12 months after the adoption the Company
will submit the stockholders rights plan to a vote by the stockholders
of the Company or will cause termination of the rights plan."
28
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
10.1 Form of Incentive Stock Option Cover Sheet and
Standard Incentive Stock Option Agreement under the
Anheuser-Busch Companies, Inc. 1998 Incentive
Stock Plan for executive officers of Anheuser-Busch
Companies, Inc.
10.2 Form of Non-Qualified Stock Option Cover Sheet and
Standard Non-Qualified Stock Option Agreement under
the Anheuser-Busch Companies, Inc. 1998 Incentive
Stock Plan for executive officers of Anheuser-Busch
Companies, Inc.
12 Ratio of Earnings to Fixed Charges
31.1 Certification of Chief Executive Officer required
by Rule 13a-14(a) or 15d-14(a) under the Exchange
Act
31.2 Certification of Chief Financial Officer required
by Rule 13a-14(a) or 15d-14(a) under the Exchange
Act
32.1 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.
32.2 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
-------------------
Item Reported Date of Report
------------- --------------
Item 7 (c) Exhibit - Press Release July 28, 2004
Item 12 Results of Operations and
Financial Condition July 28, 2004
29
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)
October 29, 2004
/s/ John F. Kelly
------------------------------------------
John F. Kelly
Vice President and Controller
(Chief Accounting Officer)
October 29, 2004
30