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, 2003
Commission file number 1-7823
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1162835
(State or other jurisdiction (I.R.S. Employer
of 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 - 814,760,022 shares as of September 30, 2003
1
Anheuser-Busch Companies, Inc. and Subsidiaries
Consolidated Balance Sheet (Unaudited)
September 30, December 31,
(In millions) 2003 2002
---------------------- ---------------------
Assets
Current Assets:
Cash $136.4 $188.9
Accounts receivable 843.0 630.4
Inventories:
Raw materials and supplies 270.1 294.1
Work in progress 75.5 82.8
Finished goods 204.9 186.7
Total inventories 550.5 563.6
Other current assets 171.8 121.8
---------------------- ---------------------
Total current assets 1,701.7 1,504.7
Investments in affiliated companies 2,893.3 2,827.9
Other assets 1,381.0 1,423.0
Plant and equipment, net 8,442.3 8,363.9
---------------------- ---------------------
Total Assets $14,418.3 $14,119.5
====================== =====================
Liabilities and Shareholders Equity
Current Liabilities:
Accounts payable $1,054.5 $986.6
Accrued salaries, wages and benefits 255.9 287.5
Accrued taxes 363.2 181.0
Other current liabilities 320.7 332.6
---------------------- ---------------------
Total current liabilities 1,994.3 1,787.7
---------------------- ---------------------
Postretirement benefits 474.5 474.2
---------------------- ---------------------
Debt 7,075.2 6,603.2
---------------------- ---------------------
Deferred income taxes 1,408.4 1,345.1
---------------------- ---------------------
Other long-term liabilities 858.4 857.0
---------------------- ---------------------
Shareholders Equity:
Common stock, $1.00 par value, 1.6 billion
shares authorized 1,456.5 1,453.4
Capital in excess of par value 1,111.1 1,024.5
Retained earnings 13,819.0 12,544.0
Treasury stock, at cost (12,746.3) (11,008.6)
Accumulated other comprehensive loss (986.5) (870.7)
ESOP debt guarantee (46.3) (90.3)
---------------------- ---------------------
Total Shareholders Equity 2,607.5 3,052.3
---------------------- ---------------------
Commitments and contingencies --- ---
---------------------- ---------------------
Total Liabilities and Shareholders Equity $14,418.3 $14,119.5
====================== =====================
See the accompanying footnotes on pages 5 -- 12.
2
Anheuser-Busch Companies, Inc., and Subsidiaries
Consolidated Statement Of Income And Retained Earnings (Unaudited)
Third Qtr. Ended Sept. 30, Nine Months Ended Sept. 30,
------------------------------------ ------------------------------------
(In millions, except per share) 2003 2002 2003 2002
---------------- ---------------- ---------------- ----------------
Gross sales $4,465.8 $4,272.6 $12,600.0 $12,092.4
Excise taxes (585.3) (566.4) (1,668.7) (1,623.5)
---------------- ---------------- ---------------- ----------------
Net sales 3,880.5 3,706.2 10,931.3 10,468.9
Cost of sales (2,204.1) (2,105.2) (6,368.4) (6,139.6)
---------------- ---------------- ---------------- ----------------
Gross profit 1,676.4 1,601.0 4,562.9 4,329.3
Marketing, distribution &
administrative expenses (648.5) (630.7) (1,812.9) (1,757.3)
---------------- ---------------- ---------------- ----------------
Operating income 1,027.9 970.3 2,750.0 2,572.0
Interest expense (98.7) (92.7) (299.7) (273.6)
Interest capitalized 6.9 3.9 17.7 12.9
Interest income 0.3 0.3 0.6 0.9
Other income/(expense), net 2.1 (0.2) 1.1 (0.5)
---------------- ---------------- ---------------- ----------------
Income before income taxes 938.5 881.6 2,469.7 2,311.7
Provision for income taxes (361.5) (341.5) (955.7) (924.2)
Equity income, net of tax 87.3 81.9 267.7 277.1
---------------- ---------------- ---------------- ----------------
Net income 664.3 622.0 1,781.7 1,664.6
Retained earnings, beginning of period 13,335.2 11,985.3 12,544.0 11,258.2
Common stock dividends (per share:
3rd quarter, 2003 - $.22; 2002 - $.195
Nine months, 2003 - $.61; 2002 - $.555) (180.5) (167.4) (506.7) (482.9)
---------------- ---------------- ---------------- ----------------
Retained earnings, end of period $13,819.0 $12,439.9 $13,819.0 $12,439.9
================ ================ ================ ================
Basic earnings per share $.81 $.72 $2.15 $1.91
================ ================ ================ ================
Diluted earnings per share $.80 $.71 $2.12 $1.88
================ ================ ================ ================
See the accompanying footnotes on pages 5 -- 12.
3
Anheuser-Busch Companies, Inc. and Subsidiaries
Consolidated Statement Of Cash Flows (Unaudited)
Nine Months Ended Sept. 30,
-----------------------------------------
(In millions) 2003 2002
----------------- -----------------
Cash flow from operating activities:
Net Income $1,781.7 $1,664.6
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation and amortization 649.9 629.9
Deferred income taxes 63.3 69.9
Undistributed earnings of affiliated companies (107.1) (230.3)
Other, net 68.5 118.2
----------------- -----------------
Operating cash flow before change in working capital 2,456.3 2,252.3
(Increase) / decrease in working capital (7.2) 63.0
----------------- -----------------
Cash provided by operating activities 2,449.1 2,315.3
----------------- -----------------
Cash flow from investing activities:
Capital expenditures (719.5) (597.3)
Business acquisitions (116.4) (12.7)
----------------- -----------------
Cash used for investing activities (835.9) (610.0)
----------------- -----------------
Cash flow from financing activities:
Increase in long-term debt 929.3 554.9
Decrease in long-term debt (401.9) (467.9)
Dividends paid to shareholders (506.7) (482.9)
Acquisition of treasury stock (1,747.8) (1,487.2)
Shares issued under stock plans 61.4 120.8
----------------- -----------------
Cash used for financing activities (1,665.7) (1,762.3)
----------------- -----------------
Net decrease in cash during the period (52.5) (57.0)
Cash, beginning of period 188.9 162.6
----------------- -----------------
Cash, end of period $136.4 $105.6
================= =================
See the accompanying footnotes on pages 5 -- 12.
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,
2002.
2. Earnings Per Share
------------------
Earnings per share are calculated by dividing net income by
weighted-average common shares outstanding for the period. The
difference between basic and diluted weighted-average common shares is
due to the dilutive impact of unexercised in-the-money stock options.
There were no adjustments to net income for any period shown for
purposes of calculating earnings per share. Weighted-average common
shares outstanding for the third quarter and nine months ended
September 30 are shown below (millions of shares):
Third Quarter Nine Months
-------------------------- --------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Basic weighted average shares
outstanding 819.7 860.4 830.6 870.4
=========== =========== =========== ===========
Diluted weighted average shares
outstanding 830.3 872.6 841.2 883.4
=========== =========== =========== ===========
5
3. Comprehensive Income / (Loss)
-----------------------------
Comprehensive income for the third quarter and nine months ended
September 30 follows (in millions):
Third Quarter Nine Months
---------------------------- ----------------------------------
2003 2002 2003 2002
------------ ------------ --------------- ---------------
Net income $664.3 $622.0 $1,781.7 $1,664.6
Foreign currency translation
adjustment (165.1) (79.9) (196.2) (228.6)
Deferred hedging gains/(losses) 16.0 (6.6) 14.3 25.3
Deferred securities valuation gains 42.4 -- 66.1 --
------------ ------------ --------------- ---------------
Comprehensive income $557.6 $535.5 $1,665.9 $1,461.3
============ ============ =============== ===============
-------------------------------------------------------------------------------
The components of accumulated other comprehensive loss as of September
30, 2003 and December 31, 2002 follow (in millions):
Sept. 30, 2003 Dec. 31, 2002
--------------------- --------------------
Foreign currency translation adjustment $(635.8) $(439.6)
Minimum pension obligation (428.2) (428.2)
Deferred hedging gains/(losses) 8.4 (5.9)
Deferred securities valuation gains 69.1 3.0
--------------------- --------------------
Total accumulated other comprehensive loss $(986.5) $(870.7)
===================== ====================
4. Derivatives
-----------
Derivatives are included on the balance sheet at fair value, with
changes in fair value recorded either in earnings or shareholders
equity depending on the nature of the underlying hedged exposure, and
how effective the derivative is at offsetting price movements in the
underlying exposure. All the company's derivative positions qualify for
hedge accounting under FAS 133, "Accounting for Derivative Instruments
and Hedging Activity."
6
Gains and losses due to commodity hedge ineffectiveness are recognized
as a component of cost of sales in the income statement. The company
recorded net losses due to hedge ineffectiveness of $0.1 million for
the third quarter and recognized net gains of $0.8 million for the nine
months of 2003, compared to net losses of $0.1 million for both the
third quarter and nine months of 2002.
Gains and losses deferred in equity will be recognized in cost of sales
when the underlying transactions occur --- generally over the next 12
to 24 months. When recognized, these gains and losses will essentially
offset price changes in the underlying transaction compared to the
original hedged amount.
5. Goodwill
--------
Following is goodwill by business segment, as of September 30, 2003 and
December 31, 2002 (in millions). Goodwill is included in either other
assets or investment in affiliated companies, as appropriate, in the
consolidated balance sheet.
Sept. 30, 2003 Dec. 31, 2002
-------------------- ---------------------
Domestic Beer $ --- $ ---
International Beer 681.7 715.2
Packaging 21.9 21.9
Entertainment 288.3 288.3
-------------------- ---------------------
Total goodwill $991.9 $1,025.4
==================== =====================
6. Stock Based Compensation
------------------------
The company accounts for employee stock options in accordance with APB
25, "Accounting for Stock Issued to Employees." Under APB 25, the
company recognizes no compensation expense related to employee stock
options, since options are always granted with an exercise price equal
to the market price of the company's stock on the day of grant.
7
Because no compensation expense is recognized under APB 25, the company
makes pro forma disclosures of net income and diluted earnings per
share as if compensation expense had been recognized based on the fair
value of the stock options on the grant date as determined under FAS
123.
To determine the pro forma impact, the fair value of stock options is
estimated on the date of grant using the Black-Scholes option-pricing
model and is then hypothetically amortized to compensation expense over
the three-year vesting period. The pro forma impact for the third
quarter and nine months ended September 30 follows (in millions, except
per share):
Third Quarter Nine Months
-------------------------- --------------------------------
2003 2002 2003 2002
----------- ----------- -------------- --------------
Reported Net Income $664.3 $622.0 $1,781.7 $1,664.6
Pro Forma Impact of Expensing
Stock Options (27.8) (23.1) (83.5) (69.3)
----------- ----------- -------------- --------------
Pro Forma Net Income $636.5 $598.9 $1,698.2 $1,595.3
=========== =========== ============== ==============
Reported Basic Earnings Per Share $.81 $.72 $2.15 $1.91
Pro Forma Impact of Expensing
Stock Options (.03) (.02) (.11) (.08)
----------- ----------- -------------- --------------
Pro Forma Basic Earnings Per Share $.78 $.70 $2.04 $1.83
=========== =========== ============== ==============
Reported Diluted Earnings Per Share $.80 $.71 $2.12 $1.88
Pro Forma Impact of Expensing
Stock Options (.03) (.02) (.10) (.07)
----------- ----------- -------------- --------------
Pro Forma Diluted Earnings Per Share $.77 $.69 $2.02 $1.81
=========== =========== ============== ==============
8
For FAS 123 disclosure purposes, the weighted-average fair value of
stock options granted is required to be based on a theoretical
option-pricing model. In actuality, because the company's employee
stock options are not traded on an exchange, employees can receive no
value nor derive any benefit from holding stock options under these
plans without an increase in the market price of Anheuser-Busch stock.
Such an increase in stock price benefits all stockholders.
7. Pension Plan Accounting Assumptions
-----------------------------------
In the first quarter 2003, the company lowered its assumed long-term
rate of return on its defined benefit pension plan assets from 9.25% to
8.5%, and also reduced its assumed rate of compensation increases from
4.75% to 4.25%. The company believes the revised asset return
assumption better reflects the current long-term market outlook, while
the lower compensation increase assumption is more representative of
the company's actual experience over the last five years. Combined,
these changes will increase annual pension expense and therefore reduce
income before income taxes approximately $13 million ($.01 per share)
in 2003.
8. Tsingtao Investment
-------------------
On April 3, 2003, the company announced the completion of its strategic
alliance with Tsingtao Brewery Company, Ltd., the largest brewer in
China, and producer of the Tsingtao brand. Through October 2003
Anheuser-Busch has invested $149 million under the agreement in three
Tsingtao convertible bonds and will make a final investment of $33
million in the first half of 2004. When completed, the company's total
investment will be $182 million. Conversion of the bonds is mandatory.
The first bond was converted on July 2, 2003 which increased the
company's voting stake in Tsingtao from 4.5% to 9.9%. Anheuser-Busch
continues to account for its investment on the cost basis, as it is
currently unable to exercise significant influence over Tsingtao's
business policies and operations. When the company's voting stake in
Tsingtao reaches 20%, Anheuser-Busch will gain additional seats on the
Board of Directors and believes it will then be able to exercise
significant influence. The company will adopt the equity method
9
of accounting at that time. When all remaining bonds are converted, the
company's economic ownership interest will increase to 27% of Tsingtao.
9. Business Segments Information
-----------------------------
Comparative business segment information for the third quarter ended
September 30 (in millions):
-----------------------------------------------------------------------------------------
Domestic Int'l Corporate
Beer Beer Packaging Entertain. Other & Elims. Consol.
----------------------------------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Domestic Int'l Corporate
Beer Beer Packaging Entertain. Other & Elims. Consol.
----------------------------------------------------------------------------------------------------------------
2002
Gross Sales $3,361.5 183.5 541.6 325.9 25.3 (165.2) $4,272.6
Net Sales:
- Intersegment -- -- $237.4 -- 3.6 (241.0) $ --
- External $2,825.6 153.0 304.2 325.9 21.7 75.8 $3,706.2
Income Before
Income Taxes $850.7 25.1 42.4 113.2 1.5 (151.3) $881.6
Equity Income,
Net of Tax -- $81.9 -- -- -- -- $81.9
Net Income $527.5 97.5 26.3 70.2 1.0 (100.5) $622.0
----------------------------------------------------------------------------------------------------------------
10
Comparative business segment information for the nine months ended
September 30 (in millions):
-----------------------------------------------------------------------------------------------
Domestic Int'l Corporate
Beer Beer Packaging Entertain. Other & Elims. Consol.
----------------------------------------------------------------------------------------------------------------------
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
----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Domestic Int'l Corporate
Beer Beer Packaging Entertain. Other & Elims. Consol.
----------------------------------------------------------------------------------------------------------------------
2002
Gross Sales $9,668.4 527.2 1,587.9 716.7 75.0 (482.8) $12,092.4
Net Sales:
- Intersegment -- -- $682.5 -- 16.8 (699.3) $ --
- External $8,132.9 439.2 905.4 716.7 58.2 216.5 $10,468.9
Income Before
Income Taxes $2,402.5 70.3 121.0 169.6 4.8 (456.5) $2,311.7
Equity Income,
Net of Tax -- $277.1 -- -- -- -- $277.1
Net Income $1,489.6 320.7 75.0 105.2 3.0 (328.9) $1,664.6
----------------------------------------------------------------------------------------------------------------------
11
10. Commitments and Contingencies
-----------------------------
At September 30, 2003, the company had the following cash commitments
through 2007 (in millions):
---------------------------------------------------------------
2003 2004 2005 2006 2007
---------------------------------------------------------------
Capital expenditures $79 $74 $39 --- ---
Maturities of long-term debt 250 251 --- $170 $250
Operating leases 8 32 28 23 15
Brewing and packaging materials 223 407 64 80 82
---------------------------------------------------------------
$560 $764 $131 $273 $347
===============================================================
In January 1997, Maris Distributing Company, Inc., a former
Anheuser-Busch wholesaler in Florida, initiated litigation against the
company alleging breach of contract and twelve other claims.
Anheuser-Busch terminated its distribution agreement with Maris
Distributing in March 1997. During the course of litigation, nine
claims were resolved in favor of Anheuser-Busch. In August 2001, a jury
rendered a verdict against the company in the amount of $50 million on
two remaining claims. The Court subsequently awarded plaintiffs an
additional $22.6 million in accumulated pre-judgment interest on the
jury award, which may continue to accrue at a rate which is fixed
annually. Anheuser-Busch continues to believe it acted appropriately in
terminating the distribution agreement of Maris Distributing. Both
Maris and the company appealed. In May 2003, the Court of Appeals
remanded the case to the trial court for resolution of pending matters.
Neither appeal can be heard by the Court of Appeals until the trial
court resolves these matters. The company continues to vigorously
contest the judgment. 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 liquidity/cash flows
cannot presently be predicted. The company's reported results for 2003
do not include any expense related to the Maris Distributing judgment.
12
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 of
Anheuser-Busch Companies, Inc. for the third quarter and nine months ended
September 30, 2003, compared to the third quarter and nine months ended
September 30, 2002, and the year ended December 31, 2002. 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, 2002.
This discussion contains forward-looking statements regarding the
company's expectations concerning its future operations, earnings and
prospects. On the date the forward-looking statements are made, the
statements represent the company's expectations, but 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; changes in consumer preference for the company's malt beverage
products; regulatory or legislative changes; changes in the litigation to
which the company is a party; changes in raw materials costs; 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; 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.
13
FINANCIAL RESULTS FOR THE THIRD QUARTER AND NINE MONTHS OF 2003
---------------------------------------------------------------
With strong profit growth from all of its operating segments in the
third quarter, Anheuser-Busch achieved record sales and earnings for the
third quarter and nine months of 2003. Third quarter and nine months diluted
earnings per share increased 12.7% and 12.8%, respectively, versus the same
2002 periods.
Anheuser-Busch achieved its 20th consecutive quarter of solid
double-digit earnings per share growth. The beer pricing environment remains
favorable and the company's market share performance has been strong.
Domestic revenue per barrel grew 3.5% and 3.3% in the third quarter and nine
months of 2003, respectively, versus the same periods in 2002. These
significant increases in revenue per barrel were enhanced by consumers
trading up to the company's super premium Michelob family.
Domestic revenue per barrel growth has driven improvements in
profit margins and return on capital employed. For the nine months of 2003,
gross margin increased 30 basis points to 41.7%, while operating margin
increased 60 basis points to 25.2%. Return on capital employed improved to
18.6%, an increase of 100 basis points over the past 12 months.
During the nine months of 2003 Anheuser-Busch increased revenue per
barrel and margins while also increasing market share, which in turn has
generated strong, dependable growth in earnings per share and return on
capital. The company continues to expect full year 2003 earnings per share
growth in the 12% to 13% range, consistent with year-to-date results. In
addition, Anheuser-Busch remains confident in its ability to consistently
achieve its minimum double-digit earnings per share growth objective over
the long-term, and has established a 12% earnings per share growth target in
2004.
14
RESULTS OF OPERATIONS
---------------------
Key operating results for the third quarter and nine months of 2003
are summarized in the following tables:
($ in millions, except per share)
-------------------------------------------------------------
Third Quarter 2003 versus 2002
-------------------------- ------------------------------
2003 2002 $ %
------------ ------------ ------------- -------------
Gross Sales $4,466 $4,273 Up $193 Up 4.5%
Net Sales $3,881 $3,706 Up $175 Up 4.7%
Income Before Income Taxes $939 $882 Up $57 Up 6.4%
Equity Income, Net of Tax $87 $82 Up $5 Up 6.6%
Net Income $664 $622 Up $42 Up 6.8%
Diluted Earnings per Share $.80 $.71 Up $.09 Up 12.7%
($ in millions, except per share)
-------------------------------------------------------------
Nine Months 2003 versus 2002
-------------------------- ------------------------------
2003 2002 $ %
------------ ------------ ------------- -------------
Gross Sales $12,600 $12,092 Up $508 Up 4.2%
Net Sales $10,931 $10,469 Up $462 Up 4.4%
Income Before Income Taxes $2,470 $2,312 Up $158 Up 6.8%
Equity Income, Net of Tax $268 $277 Dn $9 Dn 3.4%
Net Income $1,782 $1,665 Up $117 Up 7.0%
Diluted Earnings per Share $2.12 $1.88 Up $.24 Up 12.8%
Anheuser-Busch achieved record gross sales of $4.5 billion and
$12.6 billion, and record net sales of $3.9 billion and $10.9 billion,
respectively, in the third quarter and nine months of 2003. These amounts
represent gross sales increases over 2002 of 4.5% for the third quarter, and
4.2% for the nine months. Net sales increased over 2002 by 4.7% and 4.4%,
respectively, for the same periods. The differences between gross and net
sales reflect beer excise taxes paid by the company on its products.
The increases in consolidated gross and net sales are primarily the
result of sales increases in both the third quarter and nine months of 2003
for the domestic beer segment, due to higher revenue per barrel and beer
volume. Domestic beer sales were up $116 million in the third quarter and up
$331 million for the nine months, both increases of 4.1%. The company's
remaining business segments each registered sales increases for both the
third quarter and nine months of 2003. Year-to-date, the
15
packaging and entertainment segments each had net sales increases of $45
million, while international beer had an increase of $32 million.
Domestic beer revenue per barrel growth generated $100 million and
$268 million in net sales improvement for the third quarter and nine months
of 2003, respectively, while higher beer volume contributed $16 million and
$63 million, respectively, to the sales increases. Domestic revenue per
barrel grew 3.5% and 3.3% in the third quarter and nine months of 2003,
respectively, versus 2002, reflecting the continued favorable beer industry
pricing environment. Revenue per barrel has now increased by 2% or more for
20 consecutive quarters. Consistent with the company's practice of
implementing moderate annual price increases in two phases, Anheuser-Busch
initiated pricing actions in October 2003. Selected price increases and
discount reductions have been put into effect in markets representing almost
40% of the company's domestic volume. The second phase of the pricing plan
will take place in the first quarter of 2004 and is expected to cover
approximately 25% of the company's volume. These revenue enhancement
initiatives are being tailored to specific markets, brands and packages.
Domestic beer sales-to-wholesalers volume increased 0.7% for the
third quarter of 2003 versus the third quarter 2002 and 0.9% for the nine
months of 2003. The company anticipates full year beer shipments volume to
be up just under 1%.
Wholesaler sales-to-retailers volume rebounded in the third
quarter. In July, wholesaler sales-to-retailers exceeded 10 million barrels
- the first time this benchmark has been achieved for a single month.
Overall, sales-to-retailers were up 1.3% for the third quarter 2003, and
were up 0.7% for the nine months versus similar 2002 periods.
The company's beer volume for the third quarter and nine months of
2003 is summarized in the following table:
Reported Beer Volume for Periods Ended September 30 (millions of barrels)
--------------------------------------------------------------------------------------------------------------------
Third Quarter Nine Months
------------------------------------- -------------------------------------
Versus 2002 Versus 2002
------------------------- -------------------------
2003 Barrels % 2003 Barrels %
---------- ----------- ------------ ---------- ----------- ------------
Domestic 27.5 Up 0.2 Up 0.7% 79.3 Up 0.7 Up 0.9%
International 2.3 Up 0.2 Up 11.0% 6.2 Up 0.3 Up 4.3%
---------- ----------- ------------ ---------- ----------- ------------
Worldwide A-B Brands 29.8 Up 0.4 Up 1.5% 85.5 Up 1.0 Up 1.1%
Int'l Equity Partner Brands 4.9 Up 0.3 Up 6.4% 14.3 Up 0.4 Up 2.8%
---------- ----------- ------------ ---------- ----------- ------------
Total Brands 34.7 Up 0.7 Up 2.1% 99.8 Up 1.4 Up 1.4%
========== =========== ============ ========== =========== ============
16
Worldwide Anheuser-Busch beer sales volume increased 1.5% and 1.1%,
respectively, for the third quarter and nine months of 2003, to 29.8 million
and 85.5 million barrels. Worldwide beer volume is comprised of domestic
volume and international volume. Domestic volume represents Anheuser-Busch
beer produced and shipped within the United States. International volume
represents exports from the company's U.S. breweries to markets around the
world, plus Anheuser-Busch brands produced overseas by company-owned
breweries and under license and contract brewing agreements.
Total volume, which combines worldwide Anheuser-Busch brand volume
with equity volume (representing the company's share of its foreign equity
partners' volume), was 34.7 million barrels in the third quarter 2003, up
700,000 barrels, or 2.1% versus third quarter 2002. Total volume for the
nine months increased 1.4%, to 99.8 million barrels.
Anheuser-Busch reported domestic beer sales-to-wholesalers of 27.5
million barrels in the third quarter 2003 and 79.3 million barrels for the
nine months, representing increases of 0.7% and 0.9%, respectively, compared
to 2002. The company's domestic market share (excluding exports) for the
nine months of 2003 was 50.1%, compared to 2002 market share of 48.9%.
Domestic market share is determined based on estimated beer industry sales
using information provided by the Beer Institute and the U.S. Department of
Commerce.
International Anheuser-Busch brand beer volume for the third
quarter and nine months of 2003 was 2.3 million and 6.2 million barrels,
respectively, representing increases of 11% in the third quarter and 4.3%
for the nine months, versus comparable 2002 periods. The increase for the
third quarter is due to volume growth in China and the United Kingdom. The
year-to-date increase is primarily due to volume growth in China.
Cost of sales was $2.2 billion and $6.4 billion, respectively, for
the third quarter and nine months of 2003, reflecting increases of $99
million, or 4.7%, and $229 million, or 3.7%, respectively, compared to 2002.
The increases in cost of sales for the third quarter and nine months are due
to higher beer sales volume, higher domestic beer production costs
(primarily increased brewing and packaging material costs and utilities
17
costs), higher theme park operating costs and increased costs for the
company's commodity recycling business. Year-over-year brewing and packaging
material costs and utilities were higher in the third quarter than
experienced in the first half of the year. Gross profit as a percentage of
net sales was 43.2% for the third quarter and 41.7% for the nine months of
2003, representing no change and an increase of 30 basis points,
respectively, versus 2002.
Marketing, distribution and administrative expenses for the third
quarter 2003 were $649 million, an increase of $18 million, or 2.8% compared
with third quarter 2002. This increase is principally due to higher domestic
beer marketing costs for the Bud Family and Michelob ULTRA, increased
international beer marketing support and increased company-owned beer
distribution costs. For the nine months of 2003, these expenses were $1.8
billion, an increase of $56 million, or 3.2% versus last year. The increase
for the nine months is primarily due to marketing costs related to Michelob
ULTRA, increased company-owned beer distribution costs, higher international
beer marketing costs and increased theme park marketing costs.
Operating income increased $58 million, or 5.9% in the third
quarter 2003, and was up $178 million, or 6.9% for the nine months, versus
comparable periods in 2002. Operating margins for the third quarter and nine
months were 26.5% and 25.2%, respectively, representing increases of 30 and
60 basis points, respectively, versus 2002.
Interest expense net of interest income was $98 million for the
third quarter and $299 million for the nine months of 2003, representing
increases of 6.5% and 9.7%, respectively, compared to the corresponding
periods in 2002. The increases in 2003 are due to the impact of higher
average outstanding debt balances partially offset by lower effective
interest rates compared to last year.
Interest capitalized increased to $7 million and $18 million for
the third quarter and nine months, respectively. These increases are
primarily due to increased capital spending and the timing of project
in-service dates, and are also impacted by lower average interest rates in
2003 versus 2002.
The company had net other income of $2 million in the third quarter
and $1 million for the nine months of 2003. Other income or expense, net
includes equity earnings from the company's limited partnership investments
in beer wholesalers and
18
numerous other items of a nonoperating nature that do not materially impact
the company's results of operations, either individually or in total. In the
third quarter, the company incurred offsetting amounts related to an expense
associated with the early call of higher interest rate debt and a gain from
the receipt of proceeds from an insurance company.
Income before income taxes was $939 million, an increase of $57
million, or 6.4% versus third quarter 2002. Income before income taxes of
$2.5 billion for the nine months increased $158 million, or 6.8% compared to
2002. The increases for both periods reflect higher domestic beer revenue
per barrel and volume, plus growth from international beer and packaging
operations. Entertainment operations also contributed to the third quarter
increase.
Domestic beer pretax income was $901 million and $2.6 billion for
the third quarter and nine months of 2003, respectively. This represents
increases of $50 million, or 5.9% for the third quarter 2003 and $174
million, or 7.2% for the nine months versus prior year. Both of these
increases are due to higher revenue per barrel and increased beer sales
volume.
International beer segment pretax income (excluding equity income)
was $30 million for the third quarter and $76 million for the nine months of
2003, representing increases of 18.3% and 7.8%, respectively. Both increases
are primarily due to volume and profit growth in China, with the United
Kingdom contributing in the third quarter.
Packaging segment pretax profits were up 11.3% and 8.7%,
respectively, in the third quarter and the nine months of 2003, due
principally to improved operating profits from the company's can
manufacturing operations. Label operations also contributed in the third
quarter and nine months, while bottle operations contributed to the
year-to-date improvement.
Entertainment segment pretax results were up $9 million, or 7.7% in
the third quarter and down $2 million, or 1.3% for the nine months. Third
quarter results are primarily due to increased attendance, higher admissions
pricing and higher in-park spending, partially offset by higher park
operating costs. For the nine months, the impact of slightly reduced
attendance and higher park operating costs exceeded higher admissions
pricing and higher in-park spending. Entertainment results include the
impact of Operation Salute, Anheuser-Busch's theme park military
appreciation
19
program, which provides free single-day admission to SeaWorld, Busch Gardens
and Sesame Place parks to active duty military, active reservists, U.S.
Coast Guard, National Guardsmen and as many as three of their direct
dependents. The program runs through Veterans Day.
Equity income was $87 million in the third quarter and $268 million
for the nine months of 2003, an increase of $5 million, or 6.6% for the
quarter and a decrease of $9 million, or 3.4% for the nine months, versus
the comparable 2002 periods. The increase in equity income for the third
quarter is due to higher Modelo earnings and improved CCU results. Third
quarter 2002 Modelo equity income includes a one-time $6.5 million after-tax
charge resulting from the restructuring of Modelo's brewery operations in
southeast Mexico. The decrease in equity income for the nine months of 2003
is primarily due to a $17 million deferred income tax benefit included in
2002 Modelo equity income, partially offset by the charge related to
Modelo's brewery restructuring. The tax benefit resulted from lower Mexican
income tax rates enacted in the first quarter of 2002. The Mexican deferred
tax benefit included in Modelo equity income was largely offset by
corresponding higher U.S. deferred taxes included in the 2002 consolidated
income tax provision. In 2003, lower export volume growth and a weaker peso
also dampened equity income growth from Modelo. Anheuser-Busch's equity
share of CCU earnings for the nine months of 2003 includes a benefit of $5.5
million after-tax, from the sale of a brewery in Croatia.
The company's effective tax rate decreased to 38.5% in the third
quarter 2003 versus 38.7% last year, primarily due to a more favorable
foreign tax credit position. The effective tax rate declined to 38.7% for
the nine months of 2003 versus 40.0% for the nine months of 2002. The
year-to-date effective tax rate in 2002 was unusually high due to the U.S.
deferred income tax offset to the Mexican income tax rate benefit included
in equity income. In addition, the effective tax rate in 2003 reflects a
more favorable foreign tax credit position.
Net income increased $42 million, or 6.8% during the third quarter
2003, and increased $117 million, or 7% for the nine months, versus the same
periods last year. Diluted earnings per share were $.80 for the third
quarter 2003, an increase of 12.7% compared to prior year, and were $2.12
for the nine months, an increase of 12.8% compared to the first half of
2002. Earnings per share continue to benefit from the
20
company's share repurchase program. The company repurchased over 12 million
shares in the third quarter and purchased 35 million shares in the nine
months of 2003.
Return on Capital Employed
--------------------------
Return on capital employed for the twelve months ended September
30, 2003, was 18.6%, an increase of 100 basis points over the twelve-month
period ended September 30, 2002. Return on capital employed is computed as
twelve 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 2003,
after-tax net interest expense was $231 million, calculated as pretax net
interest expense of $372 million less income taxes applied using a 38% tax
rate. For 2002, after-tax net interest expense was $214 million, calculated
as pretax net interest expense of $345 million less income taxes applied at
38%.
LIQUIDITY AND FINANCIAL CONDITION
---------------------------------
Cash at September 30, 2003 was $136 million, a decrease of $53
million from the December 31, 2002 balance. The principal source of the
company's cash flow is cash generated by operations. Principal uses of cash
are capital expenditures, share repurchase, dividends and business
investments. Operating cash flow before the change in working capital for
the nine months of 2003 was $2.5 billion. 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 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 company's debt balance has increased
$472 million since December 31, 2002, as shown in the following detail.
21
Debt issuances were $931.4 million and $566.4 million,
respectively, during the nine months of 2003 and 2002, as shown below.
----------------------------------------------------------------------------------------------------------------------
Amount Interest Rate
Description (millions) (fixed unless noted)
----------------------------------------------------------------------------------------------------------------------
2003 ISSUANCES
U.S. Dollar Notes $876.1 $299.2 at 4.95%; $198.0 at 4.5%; $198.9 at 4.625%;
$180.0 at 5.35%
Commercial Paper 53.2 1.13% weighted average floating
Other, net 2.1 Various
2002 ISSUANCES
U.S. Dollar Debentures $546.0 6.5%
Industrial Revenue Bonds 8.8 6.07% weighted average
Other, net 11.6 Various
----------------------------------------------------------------------------------------------------------------------
Debt reductions were $459.4 million and $509.8 million,
respectively, during the nine months of 2003 and 2002, as shown below.
----------------------------------------------------------------------------------------------------------------------
Amount Interest Rate
Description (millions) (fixed unless noted)
----------------------------------------------------------------------------------------------------------------------
2003 REDUCTIONS
U.S. Dollar Debentures $200.0 7.375%
U.S. Dollar Notes 200.0 6.75%
ESOP Note 44.0 8.25%
Other, net 15.4 Various
2002 REDUCTIONS
U.S. Dollar Notes $300.0 $200.0 at 6.75%; $100.0 at 7.0%
Commercial Paper 149.8 2.3% weighted average floating
ESOP Note 41.9 8.25%
Other, net 18.1 Various
----------------------------------------------------------------------------------------------------------------------
At September 30, 2003, the company's commercial paper borrowings of
$466.1 million were classified as long-term since they are maintained on a
long-term basis with on-going support provided by the company's $2 billion
revolving credit agreement. During the third quarter, the company replaced
its existing revolving credit agreement with a new $2 billion agreement
under terms more favorable to the company. The new agreement expires in
2008.
22
In September, Anheuser-Busch notified bondholders that effective
November 1, 2003 the company is calling its $250 million, 6.75% notes due
November 2006 at par. In October, the company issued $400 million of 5.05%
notes due 2016.
Capital expenditures during the nine months of 2003 were $720
million, compared to $597 million for the similar 2002 period. The increase
in capital expenditures is essentially due to spending deferred from 2002.
Full year 2003 capital expenditures are expected to approximate $950 million
to $1 billion.
At its October meeting, the Board of Directors declared a regular
quarterly dividend on outstanding shares of the company's common stock of
$.22 per share, payable December 9, 2003, to shareholders of record November
10, 2003.
At its March meeting, the Board of Directors approved a new 100
million common share repurchase program. The program is similar to the
company's previous authorization, which was completed during the second
quarter 2003.
OTHER MATTERS
-------------
Tsingtao Investment
-------------------
On April 3, 2003, the company invested $116 million in two
convertible bonds of Tsingtao, the largest brewer in China, and invested an
additional $33 million in a third convertible bond in October. The company
plans to make a final investment of $33 million in the first half of 2004.
In July 2003, the company converted the first bond, which increased its
equity interest in Tsingtao from 4.5% to 9.9%. See footnote 8 for additional
information.
Wholesale Beer Distribution Investment
--------------------------------------
On October 3, 2003, the company purchased a wholesale beer
distribution operation in Pomona, California for a total of $84 million.
Beer Excise Taxes
-----------------
Proposals to increase excise taxes on beer are confronted by the
company and the brewing industry every year, and there is added pressure in
2003 to increase taxes to help offset state budget deficits. Anheuser-Busch
understands spending cuts or temporary tax increases may be necessary for
states to address their current budget concerns. However, the company
believes the states should accomplish this objective in the most efficient
and least harmful way possible, and does not believe excise taxes, which are
regressive and primarily burden the working class, are the solution.
23
Several states have considered increasing excise taxes and some
legislation has been proposed. Company and industry representatives meet
proactively with legislators and state administration officials to present
arguments against increases in beer excise taxes. To date in 2003, there
have been 29 proposals to increase state excise taxes. Proposals to increase
taxes have been defeated in 22 states in 2003, and there are four proposals
pending. Three states have passed excise tax increases this year, Utah,
Nebraska and Nevada.
Environmental Matters
---------------------
The company is subject to federal, state and local environmental
protection laws and regulations and is operating within such laws or is
taking action aimed at assuring compliance with such laws and regulations.
Compliance with these laws and regulations is not expected to materially
affect the company's competitive position. None of the Environmental
Protection Agency (EPA) designated clean-up sites for which Anheuser-Busch
has been identified as a Potentially Responsible Party (PRP) would have a
material impact on the company's consolidated financial statements.
ITEM 3. RISK MANAGEMENT
The company's derivatives holdings fluctuate during the year based
on normal and recurring changes in purchasing and production activity. The
company has experienced higher derivatives use as raw material inputs have
increased in conjunction with increases in domestic beer volume. Changes in
underlying market conditions since December 31, 2002, including changes in
interest rates, U.S. dollar foreign currency exchange rates and certain
commodity prices, have not had a material impact on Anheuser-Busch's risk
profile. There have been no significant changes in the types of derivative
instruments used to hedge the company's exposures.
24
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls
-------------------
It is the responsibility of the chief executive officer and chief
financial officer to ensure the company maintains disclosure controls and
procedures designed to provide reasonable assurance that material
information, both financial and non-financial, and other information
required under the securities laws to be disclosed is identified and
communicated to senior management on a timely basis. The company's
disclosure controls and procedures include mandatory communication of
material subsidiary events, automated accounting processing and reporting,
management review of monthly and quarterly results, periodic subsidiary
business reviews, an established system of internal controls and rotating
internal control reviews by the company's internal auditors.
The chief executive officer and chief financial officer evaluated
the company's disclosure controls and procedures as of the end of the third
quarter, and have concluded the controls and procedures currently in place
are adequate to ensure material information and other information requiring
disclosure is identified and communicated on a timely basis. Additionally,
there have been no material changes to the company's system of internal
controls or changes in other factors affecting the operation of the internal
controls in the three months since Anheuser-Busch management last evaluated
the system of internal controls in conjunction with the preparation of
financial statements for the quarter ended June 30, 2003.
25
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The company has settled an enforcement action with the Colorado
Division of Public Health and Environment, Air Pollution and Control
Division, all issues related to a number of violations of the company's Fort
Collins brewery air permit. This matter was previously reported in the
company's 2002 Form 10-K. The violations arose from the failure of the
former environmental manager at the brewery to accurately and timely
complete various reports and other tasks required under the brewery's Title
V air permit. Emissions limits were not violated. Anheuser-Busch paid a fine
of $48,164 and agreed to a minor facility modification and related
administrative requirements.
ITEM 2. CHANGE IN SECURITIES
On October 3, 2003, the company issued out of treasury shares a
total of 1,432,561 shares of the company's common stock ($1 par value) to
the sellers of the assets of a beer wholesale operation the company acquired
in Pomona, California. This transaction was exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933, pursuant to
Section 4(2) of the Act. On October 20, 2003, the company filed a shelf
registration statement on Form S-3 with the Securities and Exchange
Commission to enable the sale of these shares by the recipients.
ITEM 5. OTHER MATTERS
The company and the International Brotherhood of Teamsters have
reached a tentative agreement on a five-year contract covering approximately
7,500 employees at the company's 12 U.S. breweries. The proposed contract
calls for wage increases of $.65 per hour in year one, $.60 per hour in
years two, three and four, and $.55 cents per hour in year five. The
tentative agreement maintains a health care package with no employee-paid
premiums in company-sponsored plans and also includes pension increases of
14% for defined benefit plans. If union membership ratifies the contract on
the first vote and the
26
results are in by Dec. 1, Teamster-represented employees will receive a
$1,000 signing bonus and a renewal of Anheuser-Busch's commitment to keep
all 12 breweries open throughout the life of the new agreement. National and
local Teamsters leadership have unanimously recommended that its members
ratify the tentative agreement. The current contract expires Feb. 29, 2004.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
12 Ratio of Earnings to Fixed Charges
31.1 Certification of Chief Executive Officer
required by Rule 13a-15(e) and 15d-15(e)
under the Exchange Act
31.2 Certification of Chief Financial Officer
required by Rule 13a-15(e) and 15d-15(e)
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 23, 2003
Item 9 Regulation FD disclosure July 23, 2003
27
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 24, 2003
/s/ John F. Kelly
--------------------------------------------
John F. Kelly
Vice President and Controller
(Chief Accounting Officer)
October 24, 2003