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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, 2005
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 - 776,367,864 shares as of March 31, 2005
Anheuser-Busch Companies, Inc. and Subsidiaries
Consolidated Balance Sheet (Unaudited)
- -------------------------------------------------------------------------------------------------------------------
March 31, December 31,
(In millions, except per share) 2005 2004
-------------- --------------
Assets
Current Assets:
Cash $152.3 $228.1
Accounts receivable 923.2 696.1
Inventories:
Raw materials and supplies 409.1 405.0
Work in progress 100.3 80.0
Finished goods 250.8 205.3
Total inventories 760.2 690.3
Other current assets 209.0 203.9
-------------- --------------
Total current assets 2,044.7 1,818.4
Investments in affiliated companies 3,234.1 3,150.2
Plant and equipment, net 8,947.8 8,847.4
Intangible assets, including goodwill of $973.9 and $984.1 1,180.5 1,191.9
Other assets 1,130.1 1,165.5
-------------- --------------
Total Assets $16,537.2 $16,173.4
============== ==============
Liabilities and Shareholders Equity
Current Liabilities:
Accounts payable $1,112.1 $1,194.8
Accrued salaries, wages and benefits 249.1 291.4
Accrued taxes 434.4 152.9
Accrued interest 117.1 125.2
Other current liabilities 230.8 204.7
-------------- --------------
Total current liabilities 2,143.5 1,969.0
-------------- --------------
Postretirement benefits 439.6 454.2
-------------- --------------
Debt 8,585.6 8,278.6
-------------- --------------
Deferred income taxes 1,698.9 1,727.2
-------------- --------------
Other long-term liabilities 1,070.4 1,076.3
-------------- --------------
Shareholders Equity:
Common stock, $1.00 par, authorized 1.6 billion shares 1,464.3 1,463.0
Capital in excess of par value 1,473.3 1,425.3
Retained earnings 15,729.2 15,407.2
Treasury stock, at cost (15,122.1) (14,638.5)
Accumulated non-owner changes in equity (945.5) (988.9)
-------------- --------------
Total Shareholders Equity 2,599.2 2,668.1
-------------- --------------
Commitments and contingencies -- --
-------------- --------------
Total Liabilities and Shareholders Equity $16,537.2 $16,173.4
============== ==============
- -------------------------------------------------------------------------------------------------------------------
See the accompanying footnotes on pages 5 -- 10.
2
Anheuser-Busch Companies, Inc. and Subsidiaries
Consolidated Statement of Income (Unaudited)
- -------------------------------------------------------------------------------------------------------------------------
(In millions, except per share) First Quarter Ended March 31,
-----------------------------------------
2005 2004
--------------- ---------------
Gross sales $4,085.1 $4,003.0
Excise taxes (521.4) (526.0)
--------------- ---------------
Net sales 3,563.7 3,477.0
Cost of sales (2,227.2) (2,073.3)
--------------- ---------------
Gross profit 1,336.5 1,403.7
Marketing, distribution & administrative expenses (604.1) (582.3)
--------------- ---------------
Operating income 732.4 821.4
Interest expense (114.8) (101.7)
Interest capitalized 5.2 5.2
Interest income 2.0 1.1
Other income, net 19.5 27.6
--------------- ---------------
Income before income taxes 644.3 753.6
Provision for income taxes (237.4) (292.6)
Equity income, net of tax 105.9 88.9
--------------- ---------------
Net income $512.8 $549.9
=============== ===============
Basic earnings per share $.66 $.68
=============== ===============
Diluted earnings per share $.65 $.67
=============== ===============
- -------------------------------------------------------------------------------------------------------------------------
See the accompanying footnotes on pages 5 -- 10.
3
Anheuser-Busch Companies, Inc. and Subsidiaries
Consolidated Statement of Cash Flows (Unaudited)
- --------------------------------------------------------------------------------------------------------------------------
Three Months Ended
(In millions) March 31,
-----------------------------------------
2005 2004
--------------- ---------------
Cash flow from operating activities:
Net Income $512.8 $549.9
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation and amortization 236.8 224.0
Deferred income taxes (30.1) 39.8
Undistributed earnings of affiliated companies (105.9) (85.4)
Gain of sale of business (15.4) --
Other, net 53.3 64.3
--------------- ---------------
Operating cash flow before change in working capital 651.5 792.6
Increase in working capital (115.3) (199.4)
--------------- ---------------
Cash provided by operating activities 536.2 593.2
--------------- ---------------
Cash flow from investing activities:
Capital expenditures (277.3) (199.0)
Proceeds from sale of business 48.3 --
Acquisitions -- (32.9)
--------------- ---------------
Cash used for investing activities (229.0) (231.9)
--------------- ---------------
Cash flow from financing activities:
Increase in debt 278.3 500.3
Decrease in debt (22.1) (200.8)
Dividends paid to shareholders (190.8) (178.3)
Acquisition of treasury stock (483.6) (578.6)
Shares issued under stock plans 35.2 43.4
--------------- ---------------
Cash used for financing activities (383.0) (414.0)
--------------- ---------------
Net decrease in cash during the period (75.8) (52.7)
Cash, beginning of period 228.1 191.1
--------------- ---------------
Cash, end of period $152.3 $138.4
=============== ===============
- --------------------------------------------------------------------------------------------------------------------------
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 U.S. generally accepted accounting principles and applicable SEC
guidelines pertaining to quarterly financial reporting, and include all
adjustments necessary for a fair presentation. These statements should
be read in combination with the consolidated financial statements and
notes included in the company's annual report on Form 10-K for the year
ended December 31, 2004.
2. Business Segments Information
-----------------------------
Comparative business segment information for the first quarter
ended March 31 (in millions):
---------------------------------------------------------------------------------------
Domestic Int'l Corporate
Beer Beer Packaging Entertain. & Elims. Consol.
- ----------------------------------------------------------------------------------------------------------------
2005
Gross Sales $3,213.7 248.3 566.5 175.1 (118.5) $4,085.1
Net Sales:
- - Intersegment $0.7 -- 208.6 -- (209.3) $ --
- - External $2,734.4 205.5 357.9 175.1 90.8 $3,563.7
Income Before
Income Taxes $781.3 21.8 35.6 (6.4) (188.0) $644.3
Equity Income,
Net of Tax -- $105.9 -- -- -- $105.9
Net Income $484.4 119.4 22.1 (4.0) (109.1) $512.8
- ----------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Domestic Int'l Corporate
Beer Beer Packaging Entertain. & Elims. Consol.
- ----------------------------------------------------------------------------------------------------------------
2004
Gross Sales $3,262.9 193.1 521.4 154.1 (128.5) $4,003.0
Net Sales:
- - Intersegment $0.7 -- 210.1 -- (210.8) $ --
- - External $2,770.2 158.8 311.3 154.1 82.6 $3,477.0
Income Before
Income Taxes $862.6 22.9 36.8 (11.0) (157.7) $753.6
Equity Income,
Net of Tax -- $88.9 -- -- -- $88.9
Net Income $534.9 103.1 22.8 (6.8) (104.1) $549.9
- ----------------------------------------------------------------------------------------------------------------
5
Effective in the first quarter 2005, the company's transportation
business is included within the domestic beer segment and its real
estate development business is reported as a corporate item. These
businesses previously comprised the "other" segment. Segment results
for 2004 have been updated to conform to the 2005 reporting convention.
3. 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
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 quarter ended March 31 are shown below (millions of
shares):
First Quarter
----------------------------
2005 2004
------------ ------------
Basic weighted average shares outstanding 779.3 810.6
============ ============
Diluted weighted average shares outstanding 785.9 820.6
============ ============
4. Non-Owner Changes in Shareholders Equity
----------------------------------------
The components of accumulated non-owner changes in shareholders
equity, net of applicable taxes, as of March 31, 2005 and December 31,
2004 follow (in millions):
March 31, Dec. 31,
2005 2004
--------------- -------------
Foreign currency translation loss $(536.1) $(566.5)
Deferred hedging gains 3.8 (1.3)
Deferred securities valuation gains 103.8 95.9
Minimum pension liability (517.0) (517.0)
--------------- -------------
Accumulated non-owner changes in shareholders equity $(945.5) $(988.9)
=============== =============
6
Net income plus non-owner changes in shareholders equity, net of
applicable taxes, for the quarter ended March 31 follows (in millions):
First Quarter
-----------------------------
2005 2004
------------ -------------
Net income $512.8 $549.9
Foreign currency translation gains 30.4 81.6
Net change in deferred hedging gains/(losses) 5.1 (10.7)
Deferred securities valuation gains 7.9 13.1
------------ -------------
Net income plus non-owner changes in shareholders equity $556.2 $633.9
============ =============
5. Goodwill
--------
Following is goodwill by business segment, as of March 31, 2005 and
December 31, 2004 (in millions). Goodwill is included in either other assets
or investment in affiliated companies, as appropriate, in the consolidated
balance sheet. The change in goodwill during 2005 is due to fluctuations in
foreign currency exchange rates.
Mar. 31, 2005 Dec. 31, 2004
--------------------- --------------------
Domestic Beer $21.2 $21.2
International Beer 1,173.3 1,177.8
Packaging 21.9 21.9
Entertainment 288.3 288.3
--------------------- --------------------
Total goodwill $1,504.7 $1,509.2
===================== ====================
6. Derivatives
-----------
Anheuser-Busch accounts for its derivatives in accordance with 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 $0.6 million and deferred losses of $4.5 million from
non-owner changes in shareholders equity into operating income during the
first quarter 2005 as underlying hedged transactions occurred.
7
The company recognized net losses due to hedge ineffectiveness totaling
$0.3 million for the first quarter 2005, compared to net gains of $24.1
million for first quarter 2004. The first quarter 2004 gain includes $19.5
million related to the sale of commodity hedges, which is reported in other
income and classified as a corporate item for segment reporting.
7. Stock Based Compensation
------------------------
The company currently accounts for employee stock options in accordance
with FAS 123, "Accounting for Stock-Based Compensation." Under FAS 123, the
company recognizes no compensation expense related to stock options and
instead provides pro forma disclosures of net income and earnings per share
as if compensation expense had been recognized based on the fair value of
the stock options on the grant date.
In the first quarter 2005, for pro forma reporting purposes
Anheuser-Busch began assuming 100% amortization of all non-forfeitable stock
options at the grant date. The company previously assumed all stock options
were amortized over a three-year vesting period. The company expects full
year 2005 pro forma stock option expense in the range of $.13 - $.15 per
share. Following is the pro forma impact on net income and earnings per
share for the first quarter ended March 31 (in millions, except per share).
First Quarter
--------------------------
2005 2004
--------------------------
Reported Net Income $512.8 $549.9
Pro Forma Impact of Expensing Stock Options (12.4) (29.1)
-------------------------
Pro Forma Net Income $500.4 $520.8
=========================
Reported Basic Earnings Per Share $.66 $.68
Pro Forma Impact of Expensing Stock Options (.02) (.04)
-------------------------
Pro Forma Basic Earnings Per Share $.64 $.64
=========================
Reported Diluted Earnings Per Share $.65 $.67
Pro Forma Impact of Expensing Stock Options (.02) (.04)
-------------------------
Pro Forma Diluted Earnings Per Share $.63 $.63
=========================
8
In December 2004, the FASB issued revised and renamed guidance on stock
option accounting, FAS 123R, "Share-Based Payment." FAS 123R requires
compensation expense related to stock options to be recognized in the income
statement, based on the fair value of options at the date of grant. FAS 123R
is required to be adopted in the first quarter 2006. Anheuser-Busch is
currently evaluating when it will adopt FAS 123R.
8. Pension and Postretirement Health Care Expense
----------------------------------------------
The components of quarterly expense for pensions and postretirement
health care benefits are shown below for the first quarter of 2005 and 2004
(in millions):
Postretirement
Pensions Health Care
--------------------- ------------------------
2005 2004 2005 2004
-------- --------- --------- ------------
Service cost (benefits earned during the period) $24.3 $20.3 $6.2 $5.9
Interest cost on benefit obligation 42.2 39.6 9.6 9.4
Assumed return on plan assets (49.0) (47.7) --- ---
Amortization of prior service cost and net actuarial
(gains)/losses 22.0 15.6 (1.7) (0.8)
-------- --------- --------- ------------
Expense for defined benefit plans 39.5 27.8 14.1 14.5
Cash contributed to multi-employer pension plans 3.9 4.1 --- ---
Cash contributed to defined contribution pension plans 4.7 4.6 --- ---
-------- --------- --------- ------------
Total quarterly expense $48.1 $36.5 $14.1 $14.5
======== ========= ========= ============
9. Tsingtao Bond Conversion
------------------------
In April 2005, the company converted its two remaining Tsingtao
convertible bonds into Series H common shares, thereby increasing its
economic ownership in Tsingtao from 9.9% to 27%. The conversion increases
Anheuser-Busch's voting stake in Tsingtao to 20% and allows the company to
nominate an additional director, giving the company two of 11 board seats.
Because of the additional share ownership and board representation,
Anheuser-Busch believes it can exercise significant influence over Tsingtao
and will therefore begin applying the equity method of accounting for the
Tsingtao investment in the second quarter 2005.
9
10. Contingencies
-------------
In January 1997, Maris Distributing Company, Inc., a former
Anheuser-Busch wholesaler in Florida, initiated litigation against the
company alleging breach of contract and 12 other claims. Anheuser-Busch
terminated its distribution agreement with Maris Distributing in March 1997.
During the course of litigation, nine claims were resolved in favor of
Anheuser-Busch 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 continues to accrue at a rate that is fixed
annually. Prejudgment interest is now approximately $36 million.
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.
The trial of the defamation claim is scheduled to begin August 1, 2005.
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.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
This discussion summarizes the significant factors affecting the
consolidated operating results, financial condition and liquidity and cash
flows of Anheuser-Busch Companies, Inc. for the first quarter ended March
31, 2005, compared to the first quarter ended March 31, 2004, and the year
ended December 31, 2004. This discussion should be read in conjunction with
the consolidated financial statements and notes included in the company's
annual report to shareholders for the year ended December 31, 2004.
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 the 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, including as a result of changes in U.S. demand for other alcohol
beverages; changes in consumer preference for the company's malt beverage
products; changes in the cost of marketing 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
11
company's credit rating resulting from future acquisitions or 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 had a challenging first quarter in its domestic beer
business, with both the beer industry and the company experiencing volume
declines along with higher commodity cost pressures. The company has a
number of initiatives in place to enhance beer volume growth, including
introduction of new products, led by Budweiser Select, increased investments
in domestic marketing, stepped-up on-premise sales initiatives and tactical
price promotions. Anheuser-Busch is confident the company will successfully
restore its volume and market share growth momentum.
Consolidated net sales increased 2.5% in the first quarter 2005 and
reported earnings per share decreased 3.0%. Reported earnings per share for
both 2005 and 2004 include one-time gains --- a $15.4 million pretax gain in
2005 related to the sale of the company's 13% equity interest in Port
Aventura, a theme park located near Barcelona, Spain, and a $19.5 million
pretax gain in 2004 related to the sale of commodity hedges. Excluding the
one-time gains in both 2005 and 2004 to make the results comparable, first
quarter 2005 earnings per share decreased 4.5% (see additional discussion on
page 18). The company is currently forecasting earnings per share growth in
the low single-digit percent range for 2005, excluding one-time gains, as
shown below.
Earnings Per Share
-------------------------------------
2005 2004 Increase
-------------------- ------------ ------------------
Projected / Reported $2.78 - $2.86 $2.77
Gain on Sale of Spanish Theme Park (.024) --
Commodity Hedge Gain -- (.015)
Gain on Sale of CCU -- (.018)
Deferred Income Tax Benefit Due to
Mexican Income Tax Rate Reduction -- (.012)
-------------------- ------------
Excluding One-Time Items $2.76 - $2.84 $2.73 +1% to +4%
==================== ============ ==================
12
BEER SALES RESULTS
- ------------------
The company's beer volume is summarized in the following table:
- ----------------------------------------------------------------------------------------------------------
Beer Volume (millions of barrels)
--------------------------------------------------------------------------------------------------------
First Quarter 2005 versus 2004
----------------------------------------------------------------
2005 2004 Barrels %
-------------- ------------- ------------- --------------
Domestic 24.4 25.1 Dn 0.7 Dn 2.7%
International 4.4 1.9 Up 2.5 Up 130.8%
-----------------------------------------------------------------
Worldwide A-B Brands 28.8 27.0 Up 1.8 Up 6.6%
Int'l Equity Partner Brands 4.3 4.4 Dn 0.1 Dn 1.6%
-----------------------------------------------------------------
Total Brands 33.1 31.4 Up 1.7 Up 5.5%
=================================================================
- ----------------------------------------------------------------------------------------------------------
Domestic volume represents Anheuser-Busch beer produced and shipped
within the United States. Domestic beer sales-to-wholesalers decreased 2.7%
for the first quarter 2005 versus the first quarter 2004, to 24.4 million
barrels. Wholesaler inventories at the end of the first quarter were about
one-and-one-half days higher than at the end of the first quarter last year,
representing a reduction of approximately one day versus the
two-and-one-half day differential at the end of 2004.
Wholesaler sales-to-retailers were down 1.0% in the first quarter
2005 versus 2004 on a comparable selling day basis due to generally weak
industry volume conditions and the comparison with the strong performance of
Michelob ULTRA last year. Bud family sales-to-retailers increased in the
first quarter 2005, driven by solid Bud Light growth and the national
introduction in late February of Budweiser Select.
The company's estimated domestic market share (excluding exports)
for the first quarter 2005 was 51.2%, compared to first quarter 2004 market
share of 51.7%. Domestic market share is based on estimated U.S. beer
industry shipment volume 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 131% for the first quarter 2005, to 4.4 million
barrels. International beer volume in the first quarter 2005 includes 2.5
million barrels related to Harbin Brewery Group (acquired
13
in the third quarter 2004). Excluding Harbin, international beer volume
decreased 1.6% primarily due to lower Budweiser sales volume in China.
Worldwide Anheuser-Busch brands volume is comprised of domestic volume and
international volume, and rose 6.6% for the first quarter 2005 versus 2004,
to 28.8 million barrels.
Total brands volume, which combines worldwide Anheuser-Busch brand
volume with equity partner brands volume (representing the company's share
of its foreign equity partners' volume on a one-month lag basis) was 33.1
million barrels in the first quarter 2005, up 1.7 million barrels, or 5.5%
over first quarter 2004. International equity partner brands volume declined
1.6% for the first quarter of 2005 versus 2004, due to the loss of volume
from the sale of the company's equity investment in Compania Cervecerias
Unidas S.A. (CCU), partially offset by Modelo volume growth. Excluding CCU
volume from 2004, equity partner volume increased 275,000 barrels, or 6.8%
in the first quarter 2005.
FIRST QUARTER 2005 FINANCIAL RESULTS
- ------------------------------------
Key operating results for the first quarter 2005 versus 2004 are
summarized below:
- ----------------------------------------------------------------------------------------------------------------------
($ in millions, except per share)
-----------------------------------------------------------------------
Change
First Quarter 2005 versus 2004
---------------------------------- -----------------------------------
2005 2004 $ %
---------------- ---------------- ---------------- -----------------
Gross Sales $4,085 $4,003 Up $82 Up 2.1%
Net Sales $3,564 $3,477 Up $87 Up 2.5%
Income Before Income Taxes $644 $754 Dn $110 Dn 14.5%
Equity Income, Net of Tax $106 $89 Up $17 Up 19.2%
Net Income $513 $550 Dn $37 Dn 6.7%
Diluted Earnings per Share $.65 $.67 Dn $.02 Dn 3.0%
- ----------------------------------------------------------------------------------------------------------------------
Anheuser-Busch achieved gross sales of $4.1 billion during the
first quarter 2005, an increase of $82 million, or 2.1% over first quarter
2004 gross sales. Net sales were $3.6 billion, an increase of $87 million,
or 2.5% compared to the first quarter 2004. The difference between gross and
net sales in 2005 reflects beer excise taxes of $521 million on sales of the
company's products.
14
The increases in both gross and net sales were primarily due to
sales increases for international beer, packaging and entertainment
operations. International beer net sales increased 29% primarily due to the
Harbin acquisition. Commodity-based packaging operations net sales increased
15% due to higher can and recycling revenues attributable to higher aluminum
prices and entertainment segment sales increased 14% due to higher
attendance primarily due to the Easter holiday in the first quarter 2005,
admissions pricing and in-park spending. Domestic beer segment net sales
decreased 1.3% primarily due to lower beer sales volume partially offset by
higher revenue per barrel.
Domestic revenue per barrel grew 1.6% in the first quarter 2005
versus the first quarter 2004, reflecting the implementation of two-phase
price increases in October 2004 and February 2005 on approximately
two-thirds of the company's domestic volume, partially offset by the
tactical pricing actions and unfavorable product mix from lower Bacardi
Silver and Michelob ULTRA sales volumes. 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.
Cost of sales for the first quarter 2005 was $2.2 billion, an
increase of $154 million, or 7% compared to the first quarter 2004. The
increase in cost of sales is attributable to higher costs for all of the
company's major business segments, including higher plant operating and
transportation costs for domestic beer; higher costs associated with the
Harbin acquisition for international beer; increased aluminum costs, higher
can plant operating costs and higher glass manufacturing costs for the
commodity-based packaging businesses; and higher park operating expenses in
entertainment operations. Gross profit as a percentage of net sales was
37.5% for the first quarter 2005, down 290 basis points from 40.4% for the
first quarter 2004, primarily due to the decline in domestic beer volume and
increased beer production costs.
Marketing, distribution and administrative expenses for the first
quarter 2005 were $604 million, an increase of $22 million, or 3.7% compared
with first quarter 2004. The increase in this category for the first quarter
2005 is due to increased domestic marketing and selling costs, primarily for
the Bud Family, including the national
15
introduction of Budweiser Select, increased international beer marketing
costs, and higher distribution costs for company-owned beer wholesalers.
Operating income was $732 million, a decrease of $89 million, or
11% for the first quarter 2005 versus 2004. Operating margin for the first
quarter 2005 decreased 300 basis points, to 20.6% due primarily to reduced
domestic beer sales and higher operating costs.
Interest expense less interest income was $112.8 million for the
first quarter 2005, an increase of $12.2 million, or 12% compared to the
first quarter 2004. The increase for 2005 is due to higher average
outstanding debt balances compared to prior year. Interest capitalized of
$5.2 million for the first quarter 2005 was level with 2004.
Other income/expense, net reflects the impact of numerous items not
directly related to the company's operations. For the first quarter of 2005
and 2004, the company had other income of $19.5 million and $27.6 million,
respectively. Other income for 2005 includes the $15.4 million pretax gain
($.024 per share) from the sale of the company's equity interest in Port
Aventura. Other income for the first quarter 2004 includes the one-time
pretax gain of $19.5 million from the sale of commodity derivatives. For
business segment reporting purposes, both gains are reported as corporate
items. First quarter 2004 results also include a $19.1 million pretax gain
($.014 per share) related to the sale of two beer wholesaler partnerships,
which is reported in the domestic beer segment.
Income before income taxes for the first quarter 2005 was $644.3
million, a decrease of $110 million, or 14.5% versus first quarter 2004.
This decrease primarily reflects lower profits in domestic beer, higher
interest expense and lower one-time gains, partially offset by improved
entertainment segment results due primarily to the Easter holiday in the
first quarter 2005.
Domestic beer pretax profits declined 9% due to lower beer sales
volume, higher energy and plant operations costs and the incremental costs
to support the company's stepped-up marketing and sales efforts.
International beer pretax income was down 5% primarily due to lower
Budweiser volume in China and lower operating profits in the United Kingdom,
partially offset by
16
the inclusion of Harbin results. The company completed its acquisition of
Harbin and began consolidating Harbin results in the third quarter 2004.
Packaging segment pretax profits were down 3% primarily due to
higher materials cost for glass manufacturing operations.
Entertainment segment pretax results improved 42% due to increased
attendance, admissions pricing and in-park spending, partially offset by
higher park operating expenses.
Equity income increased $17 million in the first quarter 2005
versus 2004, primarily reflecting the benefit of Grupo Modelo volume growth
and a lower Mexican income tax rate. Equity income for the first quarter of
2004 includes the company's pro rata share of CCU earnings. The company sold
its equity stake in CCU in the fourth quarter 2004.
Anheuser-Busch's effective tax rate was 36.8% in the first quarter
2005 versus 38.8% in the first quarter 2004, and includes the impact of
deferred income taxes related to the sale of the Spanish theme park and the
benefit from certain domestic manufacturing activities under the American
Jobs Creation Act.
Net income of $512.8 million in the first quarter of 2005
represented a decrease of $37 million, or 7% compared to 2004. Diluted
earnings per share were $.65, a decrease of 3% compared to the first quarter
2004. Earnings per share benefited from the company's repurchase of 9.9
million shares in the first quarter 2005 under the company's on-going share
repurchase program. Excluding the one-time gains from the sale of the
Spanish theme park in 2005 and from the sale of commodity hedges in 2004,
which better reflects underlying operations, diluted earnings per share
would have been $.63, or a decrease of 4.5%, as shown below.
17
Income Provision
Before for
Income Income Net Earnings
Taxes Taxes Income Per Share
------------ --------------- ------------ -------------
First Quarter 2005
- ------------------
Reported $644.3 $(237.4) $512.8 $.65
Gain on Sale of Spanish Theme Park (15.4) (3.5) (18.9) (.02)
------------ --------------- ------------ -------------
Excluding One-Time Gain $628.9 $(240.9) $493.9 $.63
============ =============== ============ =============
First Quarter 2004
- ------------------
Reported $753.6 $(292.6) $549.9 $.67
Commodity Hedge Gain (19.5) 7.4 (12.1) (.015)
------------ --------------- ------------ -------------
Excluding One-Time Gain $734.1 $(285.2) $537.8 $.66
============ =============== ============ =============
Earnings Per Share Decrease
- ---------------------------
Reported (6.7)% (3.0)%
============ =============
Excluding One-Time Gains (8.2)% (4.5)%
============ =============
LIQUIDITY AND FINANCIAL CONDITION
- ---------------------------------
Cash at March 31, 2005 was $152 million, a decrease of $76 million
from the December 31, 2004 balance. The primary 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 $652 million for the first quarter 2005. 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 nature, extent and timing of debt financing varies
depending on the company's evaluation of existing market conditions and
other factors.
The company's debt balance increased $307 million since December
31, 2004, compared to an increase of $247 million during the first quarter
2004. The details of the quarterly changes in debt are outlined below.
18
Increases
- ----------------------------------------------------------------------------------------------------------------------
Amount Interest Rate
Description (Millions) (Fixed Unless Noted)
- ----------------------------------------------------------------------------------------------------------------------
First Three Months of 2005
- --------------------------
Commercial Paper $278.3 2.49% Wtd. avg., floating
United Kingdom Brewery Capital Lease Obligation 53.7 6.25%
Other 0.4 Various
----------------
$332.4
================
First Three Months of 2004
- --------------------------
U.S. Dollar Notes $300.0 5.0%
Commercial Paper 192.0 1.02% Wtd. avg., floating
Industrial Revenue Bonds 1.0 5.875%
Issuance Discounts (0.8) N/A
Other, net 8.4 Various
----------------
$500.6
- --------------------------------------------------------------------================----------------------------------
Reductions
- ----------------------------------------------------------------------------------------------------------------------
Amount Interest Rate
Description (Millions) (Fixed Unless Noted)
- ----------------------------------------------------------------------------------------------------------------------
First Three Months of 2005
- --------------------------
U.S. Dollar Notes $0.4 5.35%
Chinese Renminbi-Denominated Bank Loans 21.6 5.41% Wtd. avg.
Other 3.4 Various
-----------------
$25.4
=================
First Three Months of 2004
- --------------------------
Euro Notes $200.0 6.5%
ESOP Guarantee (Expired March 31, 2004) 46.3 8.25%
Other, net 7.4 Various
-----------------
$253.7
- -------------------------------------------------------------------=================----------------------------------
The company has $1.75 billion of debt available for issuance
through existing SEC shelf registrations.
19
The company's commercial paper borrowings of $1.4 billion at March
31, 2005 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 2005 were $277
million, compared to $199 million for the first quarter 2004. Full year 2005
capital expenditures are expected in the range of $1 billion to $1.1
billion.
At its April 2005 meeting, the Board of Directors declared a
regular quarterly dividend of $.245 per share on outstanding shares of the
company's common stock, payable June 9, 2005, to shareholders of record May
9, 2005. The dividend rate for the comparable 2004 period was $.22 per
share.
There have been only normal and recurring changes in the company's
cash commitments since December 31, 2004.
Return on capital employed for the 12 months ended March 31, 2005
was 17.9%, compared to 18.8% for the 12 months ended March 31, 2004. Return
on capital employed is computed as 12 months of net income before after-tax
net interest (interest expense less interest capitalized) divided by average
net investment. Net investment is defined as total assets less non-debt
current liabilities. For the 12 months ended March 31, 2005, after-tax net
interest expense was $259 million, calculated as pretax net interest expense
of $418 million less income taxes applied using a 38% tax rate. For the 12
months ended March 31, 2004, after-tax net interest expense was $235
million, calculated as pretax net interest expense of $379 less income taxes
applied using a 38% tax rate.
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, 2004, there have been no
significant changes in the company's interest rate, foreign currency or
commodity exposures. There have been no changes in the
20
types of derivative instruments used to hedge the company's exposures.
Underlying commodity market conditions have been trending 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 March 31, 2005 and have concluded that they are effective as
of March 31, 2005 in providing 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 during
the quarter that have materially affected, or are reasonably likely to
materially affect, the company's internal control over financial reporting.
21
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The company is a party to a lawsuit with the Maris Distributing
Company. Information regarding this lawsuit is contained in Note 10,
"Contingencies," on page 10.
A law firm has named the company (and many other brewers and
distillers) as a defendant in very similar class action lawsuits in Florida,
Michigan, New Jersey, Ohio, Wisconsin and West Virginia state courts. In
these suits, the parents of illegal underage drinkers are suing to recover
the sums that their offspring purportedly spent illegally buying alcohol
from persons or entities other than the defendants. Each suit alleges
negligence, unjust enrichment, violation of the state's Sales Practices Act,
and civil conspiracy. The Wisconsin suit also contains public nuisance and
negligence per se counts. Each suit seeks money damages, punitive damages,
and injunctive and equitable relief, including so-called disgorgement of
profits allegedly attributable to underage drinking. The company removed the
Ohio case to federal court in the Northern District of Ohio in June 2004.
The company believes that it has strong legal and factual defenses to these
class actions and intends to defend itself vigorously.
ITEM 2. CHANGES IN SECURITIES
On January 4, 2005, the company issued out of treasury shares a
total of 3,795 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' 2005 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.
22
Following are the company's monthly common stock purchases during
the first quarter 2005 (in millions, except per share):
Shares Avg. Price
---------------- ----------------
Shares Remaining Authorized Under Disclosed
Repurchase Programs at January 1, 2005 44.3
----------------
Share Repurchases
- -----------------
January 5.5 $49.34
================
February 3.1 $48.39
================
March 1.3 $47.50
---------------- ================
Total 9.9 $48.81
---------------- ================
Shares Remaining Authorized Under Disclosed
Repurchase Programs at March 31, 2005 34.4
================
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of shareholders of the company held April 27,
2005, the following matters were voted on:
1. Election of John E. Jacob, Charles F. Knight, Joyce M. Roche,
Henry Hugh Shelton and Patrick T. Stokes to serve as directors of
the company for a term of three years.
For Withheld
--------------- -----------------
John E. Jacob 674,694,110 21,940,581
Charles F. Knight 657,363,344 39,271,347
Joyce M. Roche 682,240,825 14,393,866
Henry Hugh Shelton 682,390,191 14,244,500
Patrick T. Stokes 658,011,593 38,623,098
23
2. Approve the Officer Bonus Plan, as amended
For 640,914,111
Against 40,503,311
Abstain 15,216,567
Non-Votes 0
3. Approve the 1998 Incentive Stock Plan, as amended.
For 470,263,112
Against 119,246,830
Abstain 14,885,146
Non-Votes 92,239,603
4. Approve the appointment of PricewaterhouseCoopers LLP as
independent registered public accounting firm for 2005.
For 676,326,618
Against 13,959,693
Abstain 6,348,380
Non-Votes 0
ITEM 6. EXHIBITS
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.
24
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 29, 2005
/s/ John F. Kelly
--------------------------------------------
John F. Kelly
Vice President and Controller
(Chief Accounting Officer)
April 29, 2005
25