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, 2002
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 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 - 855,904,591 shares as of
September 30, 2002
CONSOLIDATED BALANCE SHEET
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
Sept. 30, Dec. 31,
------------------------
(In millions) 2002 2001
------------------------------------------------------------------
Assets
Current Assets:
Cash................................... $ 105.6 $ 162.6
Accounts and notes receivable.......... 835.4 620.9
Inventories:
Raw materials and supplies........... 247.7 352.4
Work in progress..................... 80.0 79.8
Finished goods....................... 191.7 159.6
Total inventories.................. 519.4 591.8
Other current assets................... 194.9 175.1
------------------------
Total current assets............... 1,655.9 1,550.4
Investments in affiliated companies...... 2,830.3 2,855.0
Other assets............................. 1,164.9 1,149.5
Plant and equipment, net................. 8,352.1 8,390.0
------------------------
Total Assets......................... $14,002.6 $13,944.9
========================
Liabilities and Shareholders Equity
Current Liabilities:
Accounts payable....................... $ 968.6 $ 945.0
Accrued salaries, wages and benefits... 258.5 255.8
Accrued taxes.......................... 310.9 161.1
Other current liabilities.............. 409.3 374.6
------------------------
Total current liabilities............ 1,947.3 1,736.5
------------------------
Postretirement benefits.................. 479.5 482.9
------------------------
Debt..................................... 6,040.5 5,983.9
------------------------
Deferred income taxes.................... 1,437.1 1,367.2
------------------------
Other long-term liabilities.............. 317.5 312.9
------------------------
Shareholder Equity:
Common stock, $1.00 par value,
1.6 billion shares authorized........ 1,451.9 1,445.2
Capital in excess of par value......... 989.6 810.2
Retained earnings...................... 12,439.9 11,258.2
Treasury stock, at cost................ (10,468.8) (8,981.6)
Accumulated other comprehensive loss... (541.6) (338.3)
ESOP debt guarantee.................... (90.3) (132.2)
------------------------
Total Shareholders Equity............ 3,780.7 4,061.5
------------------------
Commitments and contingencies............ -- --
------------------------
Total Liabilities and Shareholders
Equity............................... $14,002.6 $13,944.9
========================
See accompanying Notes to Consolidated Financial Statements on pages 5
through 15.
2
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
Third Quarter Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
(In millions, except per share data) 2002 2001 2002 2001
--------------------------------------------------------------------------------------------
Gross Sales............................... $ 4,272.6 $ 4,075.9 $12,092.4 $11,607.0
Excise Taxes............................ (566.4) (553.7) (1,623.5) (1,588.6)
--------------------- ---------------------
Net Sales................................. 3,706.2 3,522.2 10,468.9 10,018.4
Cost of Sales........................... (2,105.2) (2,060.2) (6,139.6) (6,067.7)
Marketing, Distribution and
Administrative Expenses............... (630.7) (586.1) (1,757.3) (1,629.7)
Gain on Sale of Business................ --- --- --- 17.8
--------------------- ---------------------
Operating Income.......................... 970.3 875.9 2,572.0 2,338.8
Interest Expense........................ (92.7) (87.0) (273.6) (270.3)
Interest Capitalized.................... 3.9 6.2 12.9 20.8
Interest Income......................... 0.3 0.5 0.9 1.0
Other Expense, Net...................... (0.2) (1.6) (0.5) (5.8)
--------------------- --------------------
Income Before Income Taxes................ 881.6 794.0 2,311.7 2,084.5
Provision for Income Taxes.............. (341.5) (307.8) (924.2) (808.1)
Equity Income............................. 81.9 72.4 277.1 200.3
--------------------- --------------------
Net Income.............................. 622.0 558.6 1,664.6 1,476.7
Retained Earnings, Beginning of Period.... 11,985.3 10,787.1 11,258.2 10,164.4
Common Stock Dividends (Per Share:
3rd Quarter, 2002 - $.195, 2001 - $.18;
Nine Months, 2002 - $.555; 2001 - $.51). (167.4) (159.9) (482.9) (455.3)
--------------------- ---------------------
Retained Earnings, End of Period.......... $12,439.9 $11,185.8 $12,439.9 $11,185.8
===================== =====================
Basic Earnings Per Share.................. $ .72 $ .63 $ 1.91 $ 1.65
===================== =====================
Diluted Earnings Per Share................ $ .71 $ .62 $ 1.88 $ 1.63
===================== =====================
See accompanying Notes to Consolidated Financial Statements on pages 5 through 15.
3
CONSOLIDATED STATEMENT OF CASH FLOWS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
Nine Months Ended
September 30,
--------------------
(In millions) 2002 2001
-----------------------------------------------------------------------
Cash flow from operating activities:
Net Income................................. $1,664.6 $1,476.7
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization.......... 629.9 616.2
Deferred income taxes.................. 69.9 23.4
Gain on sale of business............... -- (17.8)
Undistributed earnings of affiliated
companies............................ (230.3) (173.4)
Other, net............................. 118.2 (0.9)
---------------------
Operating cash flow before change in
working capital.......................... 2,252.3 1,924.2
Decrease in working capital............ 63.0 143.6
---------------------
Cash provided by operating activities...... 2,315.3 2,067.8
---------------------
Cash flow from investing activities:
Capital expenditures....................... (597.3) (795.1)
New business acquisitions.................. (12.7) (370.4)
Proceeds from sale of business............. -- 110.0
---------------------
Cash used for investing activities......... (610.0) (1,055.5)
---------------------
Cash flow from financing activities:
Increase in long-term debt................. 554.9 758.9
Decrease in long-term debt................. (467.9) (475.7)
Dividends paid to shareholders............. (482.9) (455.3)
Acquisition of treasury stock.............. (1,487.2) (899.3)
Shares issued under stock plans............ 120.8 41.0
---------------------
Cash used for financing activities......... (1,762.3) (1,030.4)
---------------------
Net decrease in cash during the period....... (57.0) (18.1)
Cash, beginning of period.................... 162.6 159.9
---------------------
Cash, end of period.......................... $ 105.6 $ 141.8
=====================
See accompanying Notes to Consolidated Financial Statements on pages 5
through 15.
4
ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Unaudited Financial Statements
------------------------------
The unaudited financial statements have been prepared in accordance
with generally accepted accounting principles and applicable SEC
guidelines pertaining to quarterly financial information, and include
all adjustments necessary for a fair presentation. These statements
should be read in combination with the Consolidated Financial
Statements and Notes included in the Company's Annual Report on Form
10-K for the year ended December 31, 2001.
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
---------------------------- ----------------------------
2002 2001 2002 2001
------------- ----------- ------------ ------------
Basic weighted average shares
outstanding 860.4 888.0 870.4 893.0
============= =========== ============ ============
Diluted weighted average shares
outstanding 872.6 899.0 883.4 904.4
============= =========== ============ ============
5
3. Comprehensive Income / (Loss)
-----------------------------
Comprehensive income for the third quarter and nine months ended
September 30, follows (in millions):
Third Quarter Nine Months
----------------------------- -----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Net income $622.0 $558.6 $1,664.6 $1,476.7
Foreign currency translation
adjustment (79.9) (130.5) (228.6) (37.8)
Deferred hedging gains / (losses) (6.6) (23.1) 25.3 (45.6)
------------ ------------ ------------ ------------
Comprehensive income $535.5 $405.0 $1,461.3 $1,393.3
============ ============ ============ ============
-------------------------------------------------------------------------------
The components of accumulated other comprehensive loss as of September
30, 2002 and December 31, 2001 follow (in millions):
Sept. 30, 2002 Dec. 31, 2001
------------------- ----------------------
Foreign currency translation adjustment $(396.4) $(167.8)
Minimum pension obligation (131.6) (131.6)
Deferred hedging losses (13.6) (38.9)
------------------- ----------------------
Total accumulated other
comprehensive loss $(541.6) $(338.3)
=================== ======================
6
4. Finished Product Delivery Costs
-------------------------------
In the fourth quarter of 2001, the company changed its presentation of
pass-through finished product delivery costs reimbursed by customers.
These items were previously offset for zero impact within cost of
products and services. The company now presents these items separately
as sales and cost of products and services. This change has a minor
impact on revenue and profit margin growth, and has no impact on gross
profit, operating income, net income, earnings per share or cash flow.
For comparability, prior period information has been recast to conform
to this presentation.
5. U.S. Income Taxes On Equity Investment Dividends
------------------------------------------------
In the first quarter 2002, the company began presenting U.S. income
taxes relating to foreign equity investment dividends in the
consolidated income tax provision. The company previously presented
these taxes in equity income. This change in presentation has no impact
on net income, earnings per share or cash flow. For comparability,
prior year information has been recast to conform to this presentation.
6. Adoption Of Goodwill Accounting Standard
----------------------------------------
Effective January 1, 2002, Anheuser-Busch adopted FAS 142, "Goodwill
and Other Intangible Assets," and ceased goodwill amortization as of
the adoption date, in accordance with the Standard.
In the first quarter of 2002 the company completed the FAS 142 required
transitional impairment testing of goodwill and indefinite-lived
product distribution rights and found no impairment. The company
continues to amortize intangible assets with finite lives.
7
Following is a reconciliation of the change in goodwill by segment, between
December 31, 2001 and September 30, 2002:
------------------------------------------------------------------------
Domestic Int'l
Beer Beer Packaging Entertainment Consol.
--------------------------------------------------------------------------------------------------------------
Goodwill Balance at
December 31, 2001 $158.6 788.1 21.9 288.3 $1,256.9
Recharacterization of items out of
goodwill into separate asset
categories (A) $(139.6) (19.3) -- -- $(158.9)
Miscellaneous items now being
reported as goodwill (B) -- $7.5 -- -- $7.5
Foreign Currency Translation
Adjustment -- $(54.8) -- -- $(54.8)
------------------------------------------------------------------------
Goodwill Balance at
September 30, 2002 $19.0 721.5 21.9 288.3 $1,050.7
-------------------------------------=========================================================================
(A) Domestic beer consists of indefinite lived product
distribution rights relating to exclusive beer distribution
territories, which are no longer being amortized. International
beer consists of finite lived distribution rights, which continue
to be amortized due to having a contractually limited life. Since
January 1, 2002, product distribution rights have been reported
in a discrete asset category on the consolidated balance sheet.
(B) Reported as goodwill due to not meeting the qualifications
under FAS 142 for separate intangible asset categorization.
8
The following shows the pro forma impact on 2001 reported net income
and earnings per share (EPS) as if goodwill amortization had ceased on
January 1, 2001 (in millions, except per share):
2001
----------------------------------------------
Third Nine
Quarter Months
-------------------- ----------------------
Reported Net Income $558.6 $1,476.7
Add Back Goodwill Amortization 9.2 26.8
-------------------- ----------------------
Pro Forma Net Income $567.8 $1,503.5
==================== ======================
Reported Basic EPS $.63 $1.65
Add Back Goodwill Amortization .01 .03
-------------------- ----------------------
Pro Forma Basic EPS $.64 $1.68
==================== ======================
Reported Diluted EPS $.62 $1.63
Add Back Goodwill Amortization .01 .03
-------------------- ----------------------
Pro Forma Diluted EPS $.63 $1.66
==================== ======================
9
7. Stock Based Compensation
------------------------
The company accounts for employee stock options in accordance with APB
25, "Accounting for Stock Issued to Employees." Under APB 25, the
company recognizes no compensation expense related to employee stock
options, since options are always granted at a price equal to the
market price on the day of grant.
Because no compensation expense is recognized under APB 25, the company
makes pro forma disclosures of net income and diluted earnings per
share as if compensation expense had been recognized based on the fair
value of the stock options on the grant date.
To determine the pro forma impact, the fair value of stock options is
estimated on the date of grant using the Black-Scholes option-pricing
model and is then hypothetically amortized to compensation expense over
the three-year vesting period. The pro forma impact for the third
quarter and nine months ended September 30, follows (in millions,
except per share):
Third Quarter Nine Months
------------------------- ---------------------------
2002 2001 2002 2001
------------------------- ---------------------------
Reported Net Income $622.0 $558.6 $1,664.6 $1,476.7
Pro Forma Impact of Expensing
Stock Options (23.1) (17.0) (69.3) (50.9)
------------------------- ---------------------------
Pro Forma Net Income $598.9 $541.6 $1,595.3 $1,425.8
========================= ===========================
Reported Diluted Earnings Per Share $.71 $.62 $1.88 $1.63
Pro Forma Impact of Expensing
Stock Options (.03) (.02) (.08) (.06)
------------------------- ---------------------------
Pro Forma Diluted Earnings Per Share $.68 $.60 $1.80 $1.57
========================= ===========================
10
For FAS 123 disclosure purposes, the weighted-average fair value of
stock options granted is required to be based on a theoretical
option-pricing model. In actuality, because the company's employee
stock options are not traded on an exchange, employees can receive no
value nor derive any benefit from holding stock options under these
plans without an increase in the market price of Anheuser-Busch stock.
Such an increase in stock price benefits all stockholders
commensurately.
8. Derivatives
-----------
Derivatives are included on the balance sheet at fair value, with
changes in fair value recorded either in earnings or equity depending
on the nature of the underlying hedged exposure, and how effective the
derivative is at offsetting price movements in the underlying exposure.
All the company's derivative positions qualify for hedge accounting
under FAS 133, "Accounting for Derivative Instruments and Hedging
Activity."
Gains and losses due to commodity hedge ineffectiveness are recognized
as a component of cost of sales in the income statement. The company
recognized losses due to hedge ineffectiveness totaling $0.1 million
for both the third quarter and nine months of 2002, compared to losses
of $0.4 million and $0.8 million, respectively, for similar 2001
periods.
Gains and losses appropriately deferred in equity will be recognized in
cost of sales when the underlying transactions occur --- generally over
the next 12 to 18 months. When recognized, these gains and losses will
essentially offset price changes in the underlying transaction compared
to the original hedged amount. For the third quarter and nine months of
both 2002 and 2001, the company incurred no derivative transaction
gains or losses due to underlying hedged transactions not occurring as
anticipated.
11
9. Acquisition Of CCU
------------------
During the first quarter 2001, the company purchased a 20% equity
interest in Compania Cervecerias Unidas S.A. (CCU), the largest brewer
in Chile, for $321 million. The company has proportional Board of
Directors representation and the ability to exercise significant
influence. As such, the company accounts for the CCU investment using
the equity method. As a result of the investment in CCU, Anheuser-Busch
now owns a 28.6% direct and indirect interest in CCU's subsidiary,
CCU-Argentina, and also applies the equity method of accounting for
that investment.
10. Sale of Business
----------------
In the first quarter 2001, the company sold its SeaWorld Cleveland
theme park to Six Flags, Inc. for $110 million, and recognized a $17.8
million pretax gain ($.005 per share, after-tax) which is shown as a
separate line item in the income statement. The company did not sell or
grant license to the SeaWorld name.
11. 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. 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 that
continues to accrue at an 11% rate.
Anheuser-Busch continues to believe it acted appropriately in
terminating the distribution agreement of Maris Distributing. Both
Maris and the company have appealed. Anheuser-Busch is vigorously
contesting the judgment and the ultimate outcome cannot presently be
predicted.
12
The company and certain of its subsidiaries are involved in additional
claims and legal proceedings in which monetary damages and other relief
is sought. The company is vigorously contesting these claims, however
resolution is not expected to occur quickly and their ultimate outcome
cannot presently be predicted. It is the opinion of management that the
ultimate resolution of these claims, legal proceedings and other
contingencies, either individually or in the aggregate, will not
materially affect the company's financial position, results of
operations, or liquidity.
12. Tsingtao Alliance
-----------------
On October 21, 2002, the company announced the formation of a strategic
alliance with Tsingtao Brewery Company, Ltd, the largest brewer in
China, and producer of the Tsingtao brand. Anheuser-Busch currently
owns a 4.5% equity interest in Tsingtao and under the agreement will
invest $182 million and ultimately increase its ownership interest to
27% of Tsingtao's H series common shares. Initially, the company will
continue to account for its investment on the cost basis. The
additional investment is expected to occur in the first quarter of
2003.
13
13. 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.
------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Domestic Int'l Corporate &
Beer Beer Packaging Entertain. Other Elims. Consol.
------------------------------------------------------------------------------------------------------------------
2001 COMPARABLE BASIS *
Gross Sales $3,190.2 177.4 521.2 320.8 23.4 (157.1) $4,075.9
Net Sales:
- Intersegment --- --- $224.2 --- 3.7 (227.9) $---
- External $2,668.7 145.2 297.0 320.8 19.7 70.8 $3,522.2
Income Before
Income Taxes $777.5 23.0 30.7 104.1 0.8 (138.1) $798.0
Equity Income,
Net of Tax --- $77.6 --- --- --- --- $77.6
Net Income $480.7 91.7 19.0 64.3 0.5 (88.4) $567.8
------------------------------------------------------------------------------------------------------------------
* EXCLUDES GOODWILL AMORTIZATION.
-----------------------------------------------------------------------------------------
Domestic Int'l Corporate &
Beer Beer Packaging Entertain. Other Elims. Consol.
------------------------------------------------------------------------------------------------------------------
2001 AS REPORTED
Gross Sales $3,190.2 177.4 521.2 320.8 23.4 (157.1) $4,075.9
Net Sales:
- Intersegment --- --- $224.2 --- 3.7 (227.9) $---
- External $2,668.7 145.2 297.0 320.8 19.7 70.8 $3,522.2
Income Before
Income Taxes $776.3 22.7 30.5 101.5 0.8 (137.8) $794.0
Equity Income,
Net of Tax --- $72.4 --- --- --- --- $72.4
Net Income $479.9 86.4 18.9 62.7 0.5 (89.8) $558.6
------------------------------------------------------------------------------------------------------------------
Note: 2001 segment results have been updated to present beer sales to U.S. military installations and certain
operating expenses in the Domestic Beer segment. These activities were previously presented within International
Beer and Corporate.
14
Comparative business segment information for the nine months ended
September 30, ($ in millions):
-----------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Domestic Int'l Corporate &
Beer Beer Packaging Entertain. Other Elims. Consol.
------------------------------------------------------------------------------------------------------------------
2001 COMPARABLE BASIS *
Gross Sales $9,220.8 494.0 1,550.8 717.4 78.6 (454.6) $11,607.0
Net Sales:
- Intersegment --- --- $641.1 --- 18.6 (659.7) $---
- External $7,716.2 410.0 909.7 717.4 60.0 205.1 $10,018.4
Income Before
Income Taxes $2,196.6 55.8 89.0 172.5 4.7 (422.2) $2,096.4
Equity Income,
Net of Tax --- $215.2 --- --- --- --- $215.2
Net Income $1,358.2 249.6 55.1 101.2 2.9 (263.5) $1,503.5
------------------------------------------------------------------------------------------------------------------
* EXCLUDES GOODWILL AMORTIZATION.
-----------------------------------------------------------------------------------------
Domestic Int'l Corporate &
Beer Beer Packaging Entertain. Other Elims. Consol.
------------------------------------------------------------------------------------------------------------------
2001 AS REPORTED
Gross Sales $9,220.8 494.0 1,550.8 717.4 78.6 (454.6) $11,607.0
Net Sales:
- Intersegment --- --- $641.1 --- 18.6 (659.7) $---
- External $7,716.2 410.0 909.7 717.4 60.0 205.1 $10,018.4
Income Before
Income Taxes $2,193.3 54.9 88.4 164.7 4.7 (421.5) $2,084.5
Equity Income,
Net of Tax --- $200.3 --- --- --- --- $200.3
Net Income $1,356.1 234.2 54.7 96.3 2.9 (267.5) $1,476.7
------------------------------------------------------------------------------------------------------------------
Note: 2001 segment results have been updated to present beer sales to U.S military installations and certain
operating expenses in the Domestic Beer segment. These activities were previously presented within International
Beer and Corporate.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND
FINANCIAL CONDITION FOR THE THIRD QUARTER AND NINE MONTHS OF 2002
INTRODUCTION
------------
This discussion summarizes the significant factors affecting the
consolidated operating results, financial condition and liquidity/cash flows
of Anheuser-Busch Companies, Inc. for the third quarter and nine months
ended September 30, 2002, compared to the third quarter and nine months
ended September 30, 2001, and the year ended December 31, 2001. 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, 2001.
This discussion contains forward-looking statements regarding
the company's expectations concerning its future operations, earnings and
prospects. On the date the forward-looking statements are made, the
statements represent the company's expectations, but such expectations
may change. These expectations involve risks and uncertainties (both
favorable and unfavorable) and are based on many assumptions that the
company believes to be reasonable, but such assumptions may ultimately prove
to be inaccurate or incomplete, in whole or in part. Accordingly, there can
be no assurances that the company's expectations and forward-looking
statements will be correct. Important factors that could cause actual
results to differ (favorably or unfavorably) from the expectations stated in
this discussion include, among others, changes in the pricing environment
for the company's products; changes in U.S. demand for malt beverage
products; changes in consumer preference for the company's malt beverage
products; regulatory or legislative changes; changes in the litigation to
which the company is a party; changes in raw materials prices; changes in
interest rates; changes in foreign currency exchange rates; changes in
attendance and consumer spending patterns for the company's theme park
operations; changes in demand for aluminum beverage containers; changes in
the company's international beer business or in the beer business of the
company's international equity partners;
16
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. If the company determines to update any
forward-looking statement, it will do so publicly. No private statements by
the company or its personnel should be interpreted as updating
forward-looking statements.
THIRD QUARTER AND NINE MONTHS OF 2002 FINANCIAL RESULTS
-------------------------------------------------------
Led by strong growth in all its business segments, Anheuser-Busch
achieved record sales and earnings for the third quarter and nine months of
2002. Net sales increased 5.2% and 4.5%, respectively, for the periods.
Diluted earnings per share for the third quarter and nine months increased
12.7% and 13.3%, respectively, versus the same 2001 periods. These results
are calculated on a comparable basis, excluding goodwill amortization from
all periods.
Anheuser-Busch's third quarter performance continues to demonstrate
its ability to deliver dependable, consistent results and represents the
company's sixteenth consecutive quarter of solid double-digit earnings per
share growth. Domestic beer industry fundamentals for pricing and volume
growth continue to be very strong and, combined with the current favorable
cost environment, have significantly enhanced profit margins and return on
capital.
Gross profit margin improved 160 basis points for the third
quarter, and increased 190 basis points for the nine months of 2002, while
operating profit margin increased 120 basis points in both periods.
Additionally, return on capital employed increased 130 basis points during
the last twelve months versus the similar prior period, and has increased a
total of 330 basis points over the past three years.
Domestic beer profits increased 9.4% in both the third quarter and
nine months, led primarily by increased revenue per barrel and volume. Net
income for the international beer segment increased 6.3% in the third
quarter, and was up 28.5% for the nine months of 2002, led by the
performance of the company's equity partner,
17
Grupo Modelo, Mexico's largest brewer and brewer of the Corona brand. Volume
and profit on the sale of Anheuser-Busch brands overseas also increased
significantly.
The company anticipates continued strong double-digit earnings per
share performance in the fourth quarter of 2002, with full year earnings per
share growth of 14%. In addition, Anheuser-Busch remains confident in its
ability to continue to capitalize on favorable domestic beer industry
fundamentals for pricing and volume. As a result, the company has set a 12%
earnings per share growth objective for 2003.
RESULTS OF OPERATIONS
---------------------
Effective in the first quarter 2002, the company ceased amortizing
goodwill in accordance with FAS No. 142, "Goodwill and Other Intangible
Assets." The impact of goodwill amortization on third quarter 2001 net
income and diluted earnings per share was $9.2 million and $.01,
respectively. The impact of goodwill amortization on net income and diluted
earnings per share for the nine months of 2001 was $26.8 million and $.03,
respectively. Had goodwill amortization ceased on January 1, 2001, net
income for the third quarter and nine months of 2001 would have been $567.8
million and $1.5 billion, respectively, while diluted earnings per share for
the same periods would have been $.63 and $1.66.
Key operating results for the third quarter and nine months of 2002
versus similar 2001 periods are summarized in the following tables. All
discussions of quarterly and year-to-date operating results are based on
2001 results reported on a comparable basis, which excludes the impact of
goodwill amortization.
18
----------------------------------------------------------------------------------------------------------------------
($ in millions, except per share)
---------------------------------------------------------------
% Growth
Third Quarter 2002 versus 2001
---------------------------- ----------------------------
2001 Comparable
2002 Reported Reported Basis *
--------- ---------- ---------- ------------
Gross Sales $4,273 $4,076 Up 4.8% Up 4.8%
Net Sales $3,706 $3,522 Up 5.2% Up 5.2%
Operating Income $970 $876 Up 10.8% Up 10.4%
Income Before Income Taxes $882 $794 Up 11.0% Up 10.5%
Equity Income, Net of Tax $82 $72 Up 13.1% Up 5.5%
Net Income $622 $559 Up 11.3% Up 9.5%
Diluted Earnings per Share $.71 $.62 Up 14.5% Up 12.7%
----------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
($ in millions, except per share)
---------------------------------------------------------------
% Growth
Nine Months 2002 versus 2001
---------------------------- ----------------------------
2001 Comparable
2002 Reported Reported Basis *
--------- ---------- ---------- ------------
Gross Sales $12,092 $11,607 Up 4.2% Up 4.2%
Net Sales $10,469 $10,018 Up 4.5% Up 4.5%
Operating Income $2,572 $2,339 Up 10.0% Up 9.5%
Income Before Income Taxes $2,312 $2,085 Up 10.9% Up 10.3%
Equity Income, Net of Tax $277 $200 Up 38.3% Up 28.8%
Net Income $1,665 $1,477 Up 12.7% Up 10.7%
Diluted Earnings per Share $1.88 $1.63 Up 15.3% Up 13.3%
---------------------------------------------------------------------------------------------------------------------
* Excludes goodwill amortization in 2001.
A discussion of financial highlights for the third quarter and
nine months of 2002 follows.
Anheuser-Busch achieved gross sales of $4.3 billion and $12.1
billion, and net sales of $3.7 billion and $10.5 billion, respectively, in
the third quarter and nine months of 2002. These amounts represent gross
sales increases over 2001 of $197 million, or 4.8% for the third quarter,
and $485 million, or 4.2% for the nine months. Net sales increased over 2001
by $184 million, or 5.2% and $451 million, or 4.5%, respectively, for the
same periods. The difference between gross and net sales reflects beer
excise taxes paid by the company on its products.
19
The increases in consolidated gross and net sales are primarily the
result of net sales increases for the domestic beer segment of 5.9% in the
third quarter and 5.4% for the nine months. Domestic beer segment sales
increases were driven by higher revenue per barrel and higher volume.
Revenue per barrel generated $84 million and $257 million in higher sales
respectively, and higher volume contributed $71 million and $161 million to
the increases, respectively. For the third quarter, the international beer,
packaging and entertainment segments all registered sales increases.
Year-to-date, sales increases by domestic and international beer were
partially offset by lower revenue from the company's commodity recycling
business, while entertainment segment sales were essentially flat. Both
revenues and cost of sales for the company's recycling business decreased on
a year-to-date basis due to a first quarter decline in the market price of
aluminum versus the prior year. These decreases had only a minor impact on
gross profit.
Domestic revenue per barrel grew 3.0% in the third quarter and 3.3%
for the nine months of 2002 versus the same periods in 2001. This growth
reflects the continued favorable pricing environment and the introduction of
Bacardi Silver in the first quarter 2002. Revenue per barrel has now
increased by 2% or more for sixteen consecutive quarters, including
increases of over 2.5% for the last nine quarters. Favorable mix, primarily
due to the introduction of Bacardi Silver, has aided revenue per barrel
growth by 50 basis points in the third quarter and 70 basis points
year-to-date.
Revenue per barrel reflects the net average sales price the company
obtains from wholesaler customers for its products. The higher the net
revenue per barrel, the greater the company's gross profit dollars and gross
profit margin, with revenue increases having nearly twice the impact on
profits as increases in beer volume. Anheuser-Busch strives to obtain
revenue per barrel increases that approximate, or are slightly less than
increases in the U.S. Consumer Price Index over time.
The company's reported domestic sales volume is based on beer
sales-to-wholesalers volume. Higher beer sales-to-wholesalers volume increases
gross profit dollars and gross profit margin. Anheuser-Busch reported domestic
beer sales-to-
20
wholesalers of 27.3 million barrels in the third quarter 2002 and 78.6
million barrels for the nine months. This represents increases of 2.6% for
the third quarter, and 2.1% for the nine months compared to 2001. These
increases were led by Bud Family sales as well as the 2002 introduction of
Bacardi Silver. On September 30, 2002, the company rolled-out on a
nation-wide basis its new super-premium, low-carbohydrate light beer,
Michelob Ultra.
Wholesaler sales-to-retailers volume for the third quarter was up
3.3% on a selling day adjusted basis. Excluding the first week of July,
which provides a more comparable basis versus 2001 by eliminating
distortions from timing differences of 4th of July holiday sales, wholesaler
sales-to-retailers in the third quarter were up 2.4%. For the nine months of
2002, sales-to-retailers were up 2.2% versus 2001. Beer sales-to-retailers
is a leading indicator of demand for the company's products at the consumer
level. Higher sales-to-retailers require increased beer shipments to meet
on-going demand which drives increases in revenues and profits.
The company's beer volume for the third quarter and nine months of
2002 is summarized in the following table:
-----------------------------------------------------------------------------------------------------------------------
Reported Beer Volume (millions of barrels)
-----------------------------------------------------------------------------------------------------------------------
Third Quarter Nine Months Ended September 30
------------------------------------ -------------------------------------
vs. 2001 vs. 2001
----------------------- -----------------------
2002 Barrels % 2002 Barrels %
------- ---------- --------- -------- ---------- ---------
Domestic 27.3 Up 0.7 Up 2.6% 78.6 Up 1.6 Up 2.1%
International 2.1 Up 0.04 Up 2.1% 6.0 Up 0.3 Up 5.7%
------- ---------- --------- -------- ---------- ---------
Worldwide A-B Brands 29.4 Up 0.74 Up 2.6% 84.6 Up 1.9 Up 2.3%
Int'l Equity Partner Brands 4.6 Up 0.1 Up 1.2% 13.8 Up 0.6 Up 4.8%
------- ---------- --------- -------- ---------- ---------
Total Brands 34.0 Up 0.8 Up 2.4% 98.4 Up 2.5 Up 2.6%
======= ========== ========= ======== ========== =========
-----------------------------------------------------------------------------------------------------------------------
Consistent with its practice of implementing annual price increases
in two phases, the company initiated the first stage of pricing actions for
2003 at the beginning of October. Selected price increases and discount
reductions have been put into effect in markets representing almost 45% of
the company's domestic volume. As in the past, these pricing initiatives are
tailored to specific markets, brands and packages. Although in the early
stages, preliminary results are once again encouraging. The second stage of
pricing actions is expected to occur in the first quarter of 2003.
21
The company's domestic market share (excluding exports) for the
nine months of 2002 was 48.9%, an increase of 0.3 percentage points compared
to 2001 market share of 48.6%. 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.
Worldwide Anheuser-Busch beer sales volume increased 2.6% and 2.3%,
respectively, for the third quarter and nine months of 2002, to 29.4 million
barrels and 84.6 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 34.0 million barrels in the third quarter 2002, up
800,000 barrels, or 2.4% versus third quarter 2001. Total volume for the
nine months of 2002 increased 2.6%, to 98.4 million barrels.
International Anheuser-Busch brand beer volume for the third
quarter and nine months of 2002 was 2.1 million and 6.0 million barrels,
respectively, representing increases of 2.1% and 5.7% versus comparable 2001
periods. Year-to-date, Anheuser-Busch has experienced good volume growth in
Canada, China and the United Kingdom --- the company's three largest markets
outside the U.S.
Cost of sales was $2.1 billion and $6.1 billion, respectively, for
the third quarter and nine months of 2002, reflecting increases of $47.8
million, or 2.3%, and $80.6 million, or 1.3%, respectively, compared to
2001. The increases in cost of sales are principally due to increased costs
associated with higher beer volume of $26 million and
22
$59 million, respectively, plus costs associated with the remaining
segments, partially offset by the impact of lower brewing material and
energy costs and lower worldwide aluminum prices. The decrease in revenue
and cost of sales for the aluminum recycling business resulted in minimal
gross profit impact.
Gross profit as a percentage of net sales was 43.2% for the third
quarter and 41.4% for the nine months of 2002, representing increases versus
prior year of 160 and 190 basis points, respectively.
Marketing, distribution and administrative expenses for the third
quarter 2002 were $630.7 million, an increase of $45.1 million, or 7.7%
compared with third quarter 2001. For the nine months of 2002, these
expenses were $1.8 billion, an increase of $128.9 million, or 7.9% versus
last year. These increases are due primarily to increased domestic beer
marketing costs for the Bud and Michelob families, introductory costs for
Michelob Ultra, introductory and on-going support for Bacardi Silver and
distribution costs due to the acquisition of beer wholesalerships in
California. The company also reduced general and administrative costs in
both the third quarter and nine months versus prior year.
Operating income was $970.3 million for the third quarter and $2.6
billion for the nine months of 2002, increases of $91.1 million, or 10.4% in
the third quarter, and $223.4 million, 9.5% for the nine months versus
comparable periods in 2001. Operating margin increased 120 basis points for
both the third quarter and nine months of 2002 compared to prior year,
to 26.2% and 24.6%, respectively. Excluding the impact of the $17.8 million
gain on the sale of the SeaWorld Cleveland theme park in the first quarter
2001, operating margin for the nine months of 2002 increased 130 basis
points.
Net interest cost (interest expense less interest income) was $92.4
million for the third quarter and $272.7 million for the nine months of
2002. This represents increases of 6.8% and 1.3%, respectively compared to
the corresponding periods in 2001. The
23
increases in net interest cost in 2002 are due to the impact of higher
average outstanding debt balances compared to last year partially offset
by lower interest rates.
Interest capitalized decreased 36.7% and 37.9% for the third
quarter and nine months of 2002, respectively, to $3.9 million and $12.9
million. The decreases are due to the timing of project in-service dates and
lower average interest rates compared to 2001.
Other income/expense, net includes equity earnings from the
company's limited partnership investments in beer wholesalers and numerous
other items of a nonoperating nature that do not materially impact the
company's results of operations, either individually or in total. The
company had other expense of $0.2 million in the third quarter and $0.5
million for the nine months of 2002.
Income before income taxes was $881.6 million for the third quarter
and $2.3 billion for the nine months of 2002, increases of $83.6 million, or
10.5% in the third quarter, and $215.3 million, or 10.3% for the nine months
versus comparable periods in 2001. Excluding the impact of the $17.8 million
gain on the sale of the SeaWorld Cleveland theme park in the first quarter
2001, consolidated income before income taxes for the nine months of 2002
increased 11.2%, which better reflects the results of the company's ongoing
businesses.
Domestic beer segment income before income taxes increased $73.2
million and $205.9 million, respectively, for the third quarter and nine
months of 2002, both up 9.4%, reflecting higher revenue per barrel,
increased domestic beer sales volume and the favorable cost environment for
both periods.
International beer segment pretax income increased $2.1 million, or
9% in the third quarter, and $14.5 million, or 26% for the nine months of
2002 primarily due to volume and profit growth in China and Canada.
24
Pretax profits for the packaging segment were up $11.7 million, or
38% in the third quarter, and up $32.0 million, or 36% for the nine months
of 2002, primarily due to combined higher soft drink can pricing and volume,
as well as incremental profit contribution from the company's bottle
manufacturing operation, which began production in the third quarter of 2001.
Entertainment segment pretax income increased $9.1 million, or 9%
in the third quarter, and was up $11.8 million, or 8% for the nine months of
2002, both due to higher ticket pricing and effective cost management
offsetting lower park attendance. Results from the nine months of 2002
exclude the impact of SeaWorld Cleveland.
Anheuser-Busch's effective tax rate increased slightly to 38.7% in
the third quarter 2002 versus 38.6% last year. For the nine months of 2002
the effective tax rate increased to 40.0% versus 38.5% last year, due to the
Grupo Modelo deferred tax impact discussed below and higher foreign
investment dividend related taxes, partially offset by the write-off in 2001
of non-tax-deductible goodwill associated with the sale of the SeaWorld
Cleveland theme park.
Equity income increased 5.5% in the third quarter 2002, and was up
28.8% for the nine months, reflecting volume and earnings growth by Grupo
Modelo, partially offset by a one-time $6.5 million after-tax charge in the
third quarter 2002 related to the restructuring of Modelo's brewery
operations in southeast Mexico. As a result of the restructuring, Modelo
should realize improved efficiencies and operating cost savings in the
future. Grupo Modelo equity income for the nine months includes a $17
million one-time deferred income tax benefit due to a gradual reduction in
Mexican corporate income tax rates from 35% in 2002 to 32% in 2005. The
Mexican government enacted the lower corporate income tax rates in the first
quarter of 2002. The Mexican tax rate benefit is largely offset by increased
U.S. deferred income taxes, which are included in the company's consolidated
income tax provision, resulting in minimal consolidated net income or
earnings per share benefit. Excluding the impact of the tax rate benefit and
brewery restructuring charge, equity income increased 24% for the nine
months.
25
Net income increased $54.2 million, or 9.5% during the third
quarter 2002, and increased $161.1 million, or 10.7% for the nine months,
versus the same periods last year. Diluted earnings per share were $.71 for
the third quarter 2002, an increase of 12.7% compared to prior year, and were
$1.88 for the nine months, an increase of 13.3% compared to the nine months
of 2001. Earnings per share for the nine months of 2001 include a one-half
cent benefit from the sale of the SeaWorld Cleveland theme park. Diluted
earnings per share for the third quarter 2002 include a two-thirds cent
negative impact from Modelo's brewery restructuring.
Earnings per share continue to benefit from the company's ongoing
share repurchase program. The company repurchased approximately 30 million
shares in the nine months of 2002.
LIQUIDITY AND FINANCIAL CONDITION
---------------------------------
Cash and marketable securities at September 30, 2002 were $105.6 million, a
decrease of $57.0 million from the December 31, 2001 balance.
Anheuser-Busch's principal source of cash is generated through operations.
All the company's business segments generate positive free cash flow--i.e.,
cash generated is sufficient to sustain current operations and make
investments in capital assets as necessary, without the need for outside
financing. Net issuance of debt provides additional sources of cash for
corporate uses, principally business investments, share repurchase and
dividends. See the Consolidated Statement of Cash Flows and the Business
Segments information in Note 13 for additional information.
The company's net debt balance increased $56.6 million for the nine
months ended September 30, 2002, comprised of the following:
Increases totaling $558.8 million.
----------------------------------------------------------------------------------------------
Description Amount (millions) Interest Rate
----------------------------------------------------------------------------------------------
Debentures $550.0 6.5% fixed
Industrial Revenue Bonds 8.8 5.8% weighted average fixed
26
Decreases totaling $502.2 million.
--------------------------------------------------------------------------------------------------------
Description Amount (millions) Interest Rate
--------------------------------------------------------------------------------------------------------
Long-term Notes $300.0 $200.0 at 6.75%; $100.0 at 7.0% fixed
Commercial Paper 149.8 2.3% weighted average floating
ESOP Guarantee 41.9 8.25% fixed
Other, net 10.5 Various
At September 30, 2002, $450.4 million of outstanding commercial
paper borrowings 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.
In October 2002, the company registered $1 billion of long-term
debt with the SEC, and subsequently issued $600 million; $300 million of
long-term notes due 2013 and $300 million of debentures due 2033. The
company had exhausted its previous shelf registration, so it now has $400
million available for issuance.
Capital expenditures during the nine months of 2002 were $597
million, compared to $795 million for the nine months of 2001. The decline
in capital expenditures is essentially due to the timing of spending. Full
year 2002 capital expenditures are expected in the range of $825 - $875
million.
At its October meeting, the Board of Directors declared the regular
quarterly dividend on outstanding shares of the company's common stock of
$.195 per share. The dividend is payable December 9, 2002, to shareholders
of record November 11, 2002.
For the first nine months of 2002, the company repurchased
approximately 30 million of its common shares for a total of $1.5 billion.
Due to recent stock markets declines, Anheuser-Busch will be
required to contribute a total of approximately $200 million to its salaried
employees defined benefit pension plan through 2005. However, in order to
enhance the funded status of the plan, the company will contribute the
entire $200 million by early 2003.
27
RISK MANAGEMENT
---------------
The company's derivatives holdings fluctuate during the year based
on normal and recurring changes in purchasing and production activity. The
company has experienced slightly higher derivatives use as raw material
inputs have increased in conjunction with domestic beer volume. However,
there have been no material changes in the company's interest rate,
commodity price and foreign currency exposures, no changes in the types of
derivative instruments used to hedge those exposures, or material changes in
underlying market conditions.
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.
28
PART II - OTHER INFORMATION
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls
-------------------
It is the chief executive and chief financial officers' responsibility
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.
During the third quarter, the chief executive and chief financial
officers evaluated the company's disclosure controls and have
concluded the controls and procedures currently in place are adequate
to ensure material information and other information requiring
disclosure is identified and communicated on a timely basis.
Additionally, there have been no material changes to the company's
system of internal controls or changes in other factors affecting
the operation of the internal controls in the nine months since
Anheuser-Busch management last evaluated the system of internal
controls in conjunction with the preparation of financial statements
for the year ended December 31, 2001.
29
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
12 Ratio of Earnings to Fixed Charges
99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
-------------------
Item Reported Date of Report
------------- --------------
Item 5. Other Information. Certifications. August 9, 2002
Item 7. Certifications of the Chief Executive
Officer and of the Chief Financial Officer
required by Order No. 4-460 and by
Section 906 of the Sarbanes-Oxley Act
of 2002.
30
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)
November 8, 2002
/s/ John F. Kelly
-----------------------------------------
John F. Kelly
Vice President and Controller
(Chief Accounting Officer)
November 8, 2002
31
CERTIFICATIONS
I, Patrick T. Stokes, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Anheuser-Busch
Companies, Inc.;
2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function);
a) all significant deficiencies in the design or operations of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: October 23, 2002 /s/ Patrick T. Stokes
------------------ ---------------------------------------
Patrick T. Stokes
President and Chief Executive Officer
Anheuser-Busch Companies, Inc.
32
CERTIFICATIONS
I, W. Randolph Baker, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Anheuser-Busch
Companies, Inc.;
2) Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function);
a) all significant deficiencies in the design or operations of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: October 23, 2002 /s/ W. Randolph Baker
------------------ ------------------------------------------
W. Randolph Baker
Vice President and Chief Financial Officer
Anheuser-Busch Companies, Inc.
33