ANHEUSER BUSCH COMPANIES INC
10-Q, 1995-07-31
MALT BEVERAGES
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<PAGE>1
                                 FORM 10-Q

                    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 June 30, 1995
                                    
                                    
                      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 - 255,459,426 shares as of June 30, 1995






<PAGE>2
<TABLE>

CONSOLIDATED STATEMENT OF INCOME
AND RETAINED EARNINGS
 
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
(In millions, except per share data)
<CAPTION>
                                                  2nd Quarter Ended   Six  Months Ended
                                                      June 30,            June 30,   
                                                   1995      1994      1995      1994
                                                   ----      ----      ----      ----
<S>                                              <C>       <C>       <C>       <C>     
Sales........................................... $3,739.1  $3,608.7  $6,882.7  $6,623.9
  Less federal and state excise taxes...........    447.0     439.6     834.1     827.2
                                                 --------  --------  --------  --------
Net sales.......................................  3,292.1   3,169.1   6,048.6   5,796.7
  Cost of products and services.................  2,093.2   2,012.5   3,911.4   3,746.4
                                                 --------  --------  --------  --------
Gross profit....................................  1,198.9   1,156.6   2,137.2   2,050.3
  Marketing, distribution and administrative
  expenses......................................    608.9     580.0   1,139.0   1,088.8
                                                 --------  --------  --------  --------
Operating income................................    590.0     576.6     998.2     961.5
Other income and expenses:                                                            
  Interest expense..............................    (57.4)    (56.0)   (114.5)   (110.8)
  Interest capitalized..........................      5.4       5.2      10.8       9.6
  Interest income...............................      2.9        .7       4.3       1.4
  Other income/(expense), net...................      1.0       4.1       (.9)      6.8 
                                                 --------  --------  --------  --------
Income before income taxes......................    541.9     530.6     897.9     868.5
Provision for income taxes......................    212.8     208.1     352.7     341.5
                                                 --------  --------  --------  --------
Net income......................................    329.1     322.5     545.2     527.0
Retained earnings, January 1....................  6,770.1   6,132.1   6,656.7   6,023.4
Common stock dividends (per share: 2nd quarter,
  1995--$.40; 1994--$.36; six months, 1995--
  $.80; 1994--$.72).............................   (102.6)    (95.2)   (205.3)   (191.0)
                                                 --------  --------  --------  --------
Retained earnings, June 30...................... $6,996.6  $6,359.4  $6,996.6  $6,359.4
                                                 ========  ========  ========  ========
Primary earnings per share...................... $   1.27  $   1.21  $   2.11  $   1.97
                                                 ========  ========  ========  ========
Fully diluted earnings per share................ $   1.26  $   1.20  $   2.09  $   1.96
                                                 ========  ========  ========  ========

<FN>
See accompanying Notes to Consolidated Financial Statements on Page 3.

</TABLE> 

                                          2







<PAGE>3


Notes to Consolidated Financial Statements
 
1.  Unaudited Financial Statements:  The accompanying unaudited financial

    statements have been prepared in accordance with generally accepted 

    accounting principles and applicable SEC guidelines pertaining to interim 

    financial information.  These statements should be read in conjunction 

    with the financial statements and notes thereto included in the 

    company's Annual Report to Shareholders for the year ended December 31, 

    1994.  The balance sheet reflects a reclassification of approximately 

    $130 million from Plant and Equipment to Investments and Other Assets.  

    In the opinion of the company's management, all adjustments, consisting of 

    normal recurring adjustments, necessary for a fair presentation of the 

    financial statements have been included therein.
 


2.  Earnings Per Share:  Primary earnings per share of common stock are based 

    on the weighted average number of shares of common stock outstanding 

    during the period.  Fully diluted earnings per share of common stock 

    assume the conversion of the company's 8% Convertible Debentures due 

    1996 and the elimination of related after-tax interest expense.  














                                          3
<PAGE>4




CONSOLIDATED BALANCE SHEET
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
(In millions) 




                                                            June 30,
                                                      --------------------
ASSETS                                                1995            1994
                                                      ----            ----
CURRENT ASSETS:

  Cash and marketable securities................. $   105.0      $    161.5
  Receivables, less allowance for
    doubtful accounts............................     909.0           961.8
  Inventories--
    Raw materials and supplies...................     415.6           319.7
    Work in progress.............................     100.3           129.5
    Finished goods...............................     179.3           151.6
      Total inventories..........................     695.2           600.8
  Other current assets...........................     363.0           351.1
                                                  ---------       ---------
    Total current assets.........................   2,072.2         2,075.2


 INVESTMENTS AND OTHER ASSETS....................   1,784.6         1,724.5 


 PLANT AND EQUIPMENT, NET........................   7,584.1         7,354.7
                                                  ---------       ---------
    TOTAL ASSETS................................. $11,440.9       $11,154.4 
                                                  =========       =========



















                                          4



<PAGE>5



LIABILITIES AND SHAREHOLDER'S EQUITY
(in millions)

                                                            June 30,
                                                      --------------------
                                                      1995            1994
                                                      ----            ----
CURRENT LIABILITIES:

  Accounts payable............................... $   758.7       $   718.6
  Accrued salaries, wages and benefits...........     326.2           301.7
  Accrued taxes, other than income taxes.........     161.1           157.7
  Restructuring accrual..........................      18.9           116.6
  Other current liabilities......................     377.8           430.7
                                                  ---------       ---------
    Total current liabilities....................   1,642.7         1,725.3    
           
                                                  ---------       ---------
POSTRETIREMENT BENEFITS..........................     633.1           630.0
                                                  ---------       ---------
LONG-TERM DEBT...................................   3,176.4         3,195.0
                                                  ---------       ---------
DEFERRED INCOME TAXES............................   1,320.2         1,230.1
                                                  ---------       ---------
SHAREHOLDERS EQUITY:
  Common stock...................................     345.2           343.5
  Capital in excess of par value.................     907.1           847.4
  Retained earnings..............................   6,996.6         6,359.4
  Foreign currency translation adjustment........      (7.0)          (31.6)
                                                  ---------        --------
                                                    8,241.9         7,518.7
  Treasury stock, at cost........................  (3,226.3)       (2,767.3)
  ESOP debt guarantee offset.....................    (347.1)         (377.4)
                                                  ---------       ---------
                                                    4,668.5         4,374.0
                                                  ---------       ---------
COMMITMENTS AND CONTINGENCIES....................      --               --
  TOTAL LIABILITIES AND EQUITY................... $11,440.9       $11,154.4
                                                  =========       =========













                                          5<PAGE>
<PAGE>6

CONSOLIDATED STATEMENT OF CASH FLOWS
 
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
(In millions, except per share data)

                                                     Six Months Ended June 30,
                                                     ------------------------
                                                      1995              1994
                                                      ----              ----

CASH FLOW FROM OPERATING ACTIVITIES:                                    
  Net income......................................    $  545.2      $  527.0
  Adjustments to net income to arrive at net cash
    provided by operations:
      Depreciation and amortization...............       313.8         312.3
      Increase in deferred income taxes...........        61.9          59.7
      Increase in non-cash working capital........      (288.4)       (336.2)
      Other, net..................................        56.7          94.0
                                                      ---------     ---------
  Cash provided by operating activities...........       689.2         656.8
                                                      ---------     ---------
CASH FLOW FROM INVESTING ACTIVITIES:
  Capital expenditures............................      (473.0)       (361.1)
  New business acquisitions.......................       (58.7)        (15.1)
                                                      ---------      --------
  Cash used for investing activities..............      (531.7)       (376.2)
                                                      ---------      --------
CASH FLOW FROM FINANCING ACTIVITIES:
  Increase in long-term debt......................       262.8         229.8
  Decrease in long-term debt......................      (134.4)        (37.4)
  Acquisition of treasury stock...................      (183.7)       (287.7)
  Dividends paid to stockholders..................      (205.3)       (191.0)
  Shares issued under stock plans.................        51.7          39.8
                                                       --------      --------
  Cash used for financing activities..............      (208.9)       (246.5)
                                                       --------      --------
  Net increase/(decrease) in cash and marketable
    securities during the period..................       (51.4)         34.1 
  Cash and marketable securities at beginning of  
    period........................................       156.4         127.4
                                                       --------      --------
  Cash and marketable securities at end of period.     $ 105.0       $ 161.5
                                                       ========      ========

[FN]
A more adequate understanding of the company's financial position and business
can be gained by reference to the Anheuser-Busch Companies, Inc. Annual Report
on Form 10-K for the fiscal year ended December 31, 1994.





                                        6





<PAGE>7


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations 


     This discussion summarizes the significant factors affecting the

consolidated operating results, financial condition and liquidity/cash flows

of Anheuser-Busch Companies, Inc. for the second quarter and six months ended

June 30, 1995 compared to the second quarter and six months ended June 30,

1994 and the year ended December 31, 1994. This discussion should be read in

conjunction with the financial statements and notes thereto included in the

company's Annual Report to Shareholders for the year ended December 31, 1994. 

Additional information concerning the company's consolidated financial and

operating results is contained in the Letter to Shareholders section of the

second quarter 1995 Shareholders Report.


   This quarter's discussion also reviews the following:


   - Record sales, earnings and reported beer volume for the second quarter

     and first six months of 1995.


     This performance was achieved despite an estimated .2% decline in

     brewing industry sales for the first six months of 1995.  The company's

     international brewing, packaging and theme park operations achieved

     double-digit growth in operating profits.  However, these results were

     partially offset by the underperformance of Eagle Snacks and the St.

     Louis National Baseball Club (Cardinals).


   - Lower beer volume and earnings per share growth expectations for the

     full year 1995.





                                    7



<PAGE>8


   - The planned tax-free spin-off to Anheuser-Busch shareholders of Campbell

     Taggart, Inc., the company's baking subsidiary.  The 100% spin-off is

     expected to be completed in the first half of 1996 and will allow both

     companies to increase management focus on competitive conditions in the

     brewing and baking industries.  Campbell Taggart is the nation's second

     largest producer of fresh-baked goods.



CURRENT OPERATIONS
- ------------------

     Gross sales were $3.74 billion during the second quarter of 1995, an

increase of 3.6% over 1994 second quarter gross sales of $3.61 billion.  Gross

sales for the first half of 1995 were $6.88 billion compared to $6.62 billion

for the first half of 1994, an increase of $259 million, or 3.9%.



     Net sales were $3.29 billion during the second quarter of 1995, an

increase of 3.9% over the same period in 1994.  Net sales for the first half

of 1995 were $6.05 billion, an increase of $252 million, or 4.3% compared to

net sales of $5.80 billion for the first six months of 1994. The difference

between gross and net sales represents federal and state excise taxes paid by

the company on beer sales.



     The increase in gross and net sales during the second quarter and first

half of 1995 is primarily attributable to higher domestic and international

beer sales and higher sales by the company's packaging and theme park

subsidiaries.






                                    8



<PAGE>9


     Anheuser-Busch, Inc., the company's domestic brewing subsidiary, reported

record sales of 23.5 million barrels of beer during the second quarter of

1995.  This sales volume level represents an increase of 139,000 barrels -- or

 .6% -- over the 23.4 million barrels sold during the second quarter of 1994. 

Sales for the first six months of 1995 were also a record 43.9 million barrels

compared to 43.6 million barrels during the corresponding period in 1994, an

increase of .6%.



     Anheuser-Busch's market share for the first six months of 1995 was 43.8%

of total U.S. brewing industry sales (including imports and exports), as

estimated based on information provided by the Beer Institute.  This compares

to a market share of 43.5% for the same period last year, an increase of .3

market share points.  Anheuser-Busch has led the brewing industry in sales

volume and market share each quarter since 1957.



     Core company premium brands (Budweiser, Bud Light, Michelob and Michelob

Light) increased their market share by 1.0 percentage point.  International

beer volume increased during the period, led by expanding sales in England and

Ireland.



     This performance is particularly significant when compared to the

performance of other major brewers who lost or failed to gain share in the

first half of the year.  Other than Anheuser-Busch's premium brand growth, 

only the specialty beer and import segments posted a market share gain.



     The company did realize strong performance from its Red Wolf brand

which competes in the six million barrel specialty segment.  Annual sales

of Red Wolf are projected to exceed 600,000 barrels in its first year.

                                    9

<PAGE>10


     Cost of products and services for the second quarter of 1995 was $2.09

billion, a 4.0% increase compared to the $2.01 billion reported for the

second quarter of 1994.  The increase in cost of products and services is

attributable to higher material costs for the company's packaging

subsidiaries, the increase in beer sales volume and increased costs associated

with beer packaging materials.



     Gross profit as a percentage of net sales was 36.4% for the second

quarter of 1995 compared to 36.5% for the second quarter of 1994.  For the

first half of 1995 and 1994, the gross profit percentage was 35.3% and 35.4%,

respectively.  These statistics reflect maintenance of margins on premium beer

products.



     Marketing, distribution and administration expenses for the second

quarter of 1995 were $608.9 million compared with $580.0 million for the

second quarter of 1994, an increase of 5.0%.  For the first half of 1995 and

1994 these expenses were $1.14 billion and $1.09 billion respectively, an

increase of 4.6% or $50 million. The increase in 1995 compared to 1994 is

primarily related to increased marketing and distribution costs associated

with the company's international beer operations.



     Operating income was $590.0 million for the second quarter of 1995, an

increase of $13.4 million, or 2.3%, compared to $576.6 million for the second

quarter of 1994. Operating income was $998.2 for the first six months of 1995,

an increase of $36.7 million, or 3.8%, compared to $961.5 million for the

first six months of 1994. Operating income was favorably impacted by the 




                                    10


<PAGE>11


performance of the company's beer, packaging and theme park operations, offset

partially by the underperformance of Eagle Snacks and the St. Louis National

Baseball Club (Cardinals).

  

     Campbell Taggart, Inc., the company's baking subsidiary, continued to

improve its operating profits (excluding the effects of bakery closings)

during the second quarter of 1995 compared to the second quarter of 1994.  

However, Campbell Taggart's reported earnings are below budgeted expectations 

due to one-time expenses associated with the closing and sale of higher cost, 

inefficient bakeries.



     Eagle Snacks, the company's snack foods subsidiary, reported an increase

in its operating losses for the second quarter and first six months of 1995 as

compared to 1994.  Eagle Snack's poor financial performance is caused by lower

sales volume levels due to increased industry competition and higher marketing

expenses associated with a new national advertising campaign.



     The St. Louis National Baseball Club financial performance for the first

half of 1995 has been negatively affected by the delayed season opening and

lower game attendance.



     Net interest cost (interest expense less interest income) was $54.5

million for the second quarter of 1995, a  decrease of $800,000,  or 1.4%,

compared to net interest cost of $55.3 million for the second quarter of 1994.

Net interest cost for the first half of 1995 was $110.2 million, an increase

of $800,000, or .7% over net interest cost of $109.4 million for the

corresponding period in 1994. 

                                    11



<PAGE>12


     The increase is due primarily to slightly higher average interest rates

during the period on the company's commercial paper borrowings.  The net

change in debt during the twelve month period ended June 30, 1995 is

summarized in the Financial Condition Section of this Discussion.



     Interest capitalized increased $135,000 and $1.2 million for the second

quarter and first six months of 1995, respectively, as compared to the

corresponding periods of 1994.  The increase in interest capitalized in 1995

is primarily related to construction of the new Metal Container Corporation

plant in Mira Loma, California.



     The effective income tax rate was 39.3% of pretax earnings for the second

quarter and first six months of 1995, compared to 39.2% for the second quarter

and 39.3% for the first six months of 1994.



     Net income for the second quarter of 1995 was $329.1 million, an increase

of 2.0% over $322.5 million for the comparable period in 1994. Net income was

$545.2 million for the first six months of 1995, an increase of $18.2 million,

or 3.5%, compared to $527.0 million for the first six months of 1994.



     Fully diluted earnings per share for the second quarter of 1995 were

$1.26, an increase of 5.0% as compared to the second quarter of 1994.  Fully

diluted earnings per share for the first half of 1995 were $2.09, a 6.6%

increase over the prior year. Fully diluted earnings per share assume the 

conversion of the company's 8% Convertible Debentures due 1996 and the

elimination of related after-tax interest expense.  The difference between the




                                    12


<PAGE>13


percentage increase in net income and the percentage increase in earnings per

share was due to the reduction in the number of shares outstanding as a result

of the company's continuing share repurchase program.


LOWER BEER VOLUME AND EARNINGS EXPECTATIONS FOR 1995
- ----------------------------------------------------

     Although Anheuser-Busch continues to outperform competitors in its core

industry, general industry trends have impacted sales, causing the company to

revise performance estimates for Anheuser-Busch's full year 1995 as follows:

   -     Beer volume sales-to-wholesalers growth is expected to be in the

         range of .5%; and

   -     Earnings Per Share growth is expected to be in line with the growth

         rates experienced in the second quarter and first six months.


     It is expected that Eagle Snacks will reduce overall Anheuser-Busch

earnings for the full year 1995 compared to an original expectation of break-

even performance.  The St. Louis National Baseball Club is expected to incur a

loss for the second straight year.  These losses are the result of the

players' strike and reduced ticket sales.



     This performance is not consistent with the company's double-digit

earnings per share growth objective.  The spin-off of Campbell Taggart, which 

will allow the company to devote maximum management focus to its core

business, is one step the company has taken to improve its competitiveness. 

Other steps are being taken throughout the corporation to improve

profitability.






                                    13



<PAGE>14


     Beer price increases have traditionally been lower than the rate of

inflation.  In view of higher raw material and packaging (aluminum) costs, the

company will raise prices at closer to the rate of inflation in the future.



     The company plans to increase prices in four states in September, 1995

representing approximately 16% of total volume, and plans price increases on

all brands in all remaining states in February, 1996.



     The company will increase its emphasis on its high quality, premium

brands, maximizing the return on sales.  Extensions of Budweiser's current

advertising campaign, which has proven its ability to drive sales in the key

contemporary adult segment, will be executed throughout the remainder of the

year.



     Additionally, the company's Bud Ice brand is gaining momentum.  Beginning

in the fourth quarter of 1995, Bud Ice is expected to provide incremental

volume for Anheuser-Busch.


     Earnings growth will also be generated through the Profitability

Enhancement Program that was announced in 1993 and is now providing 

significant cost savings to the company.  The company will also continue to

introduce new premium and specialty beer brands, and is working with its beer 

wholesaler network to provide maximum service and profitability to licensed 

retailers who sell its products to the public.







                                    14




<PAGE>15



FINANCIAL CONDITION
- -------------------

     Cash and marketable securities at June 30, 1995 were $105.0 million, a

decrease of  $56.5 million from the June 30, 1994 level and a decrease of

$51.4 million from the December 31, 1994 level.  The decrease in cash and

marketable securities at June 30, 1995 compared to the June 30, 1994 level is

primarily related to cash generated from operations, offset by cash used for

the company's capital expenditure and share repurchase programs. On July 6,

Anheuser-Busch filed a shelf registration with the Securities and Exchange

Commission for $648 million of debt. With this shelf registration, the company

will be able to raise as much as $750 million through debt issuances.



     Total short-term and long-term debt decreased $18.6 million during the

twelve month period ended June 30, 1995.  The net decrease in debt during this

period is primarily due to the following:



   Debt Issuances ... $261.9 million
   --------------

   -     $ 200 million of 10-year, 6.75% coupon, fixed rate debt issued in the

         Second Quarter 1995

   -     $23.9 million of foreign currency denominated floating rate debt

   -     $38.0 million of medium-term notes


   Debt Reduction ... $280.5 million
   --------------

   -     Redemption of $92.3 million of debentures

   -     ESOP debt repayment (guarantee) ... $30.3 million

   -     $157.9 million of commercial paper




                                    15

<PAGE> 16

     At June 30, 1995, $639.9 million of commercial paper borrowings were

outstanding and classified as long-term debt.  This commercial paper is

intended to be maintained on a long-term basis and is supported by the

company's $1 billion credit agreement.


     Capital expenditures during the second quarter of 1995 were $267.8

million compared to $190.5 million for the second quarter of 1994.  The

company continues to expect that capital expenditures in 1995 will approximate

$900 million.



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.  The company has not been

identified as a Potentially Responsible Party (PRP) at an Environmental

Protection Agency designated clean-up site which could have a material impact

on the company's consolidated financial statements.



                        PART II - OTHER INFORMATION


Item 5. Other Information



CAMPBELL TAGGART SPIN-OFF
- --------------------------

     On July 26, 1995, the Anheuser-Busch Companies, Inc. Board of Directors

approved a planned spin-off of 100% of the company's Campbell Taggart, Inc.



                                    16


<PAGE>17

subsidiary to shareholders.  The spin-off is subject to receipt of a favorable

ruling from the Internal Revenue Service on the tax-free nature of the spin-

off.  The spin-off is expected to be completed in the first half of 1996.



     Under the spin-off, each Anheuser-Busch shareholder will receive a pro-

rata share of the voting common stock of Campbell Taggart in a special

dividend.  Campbell Taggart will become a separately traded, publicly-held

company.



     When the conditions to the spin-off have been satisfied, Anheuser-Busch

will be required to restate prior period financial statements to report 

Campbell Taggart as a "discontinued operation."  There will be no reported

gain or loss on the spin-off transaction.



     The planned spin-off of Campbell Taggart is consistent with Anheuser-

Busch's stated goal of concentrating on its domestic and international beer

businesses for growth and profitability.  The company believes this is an

important step in enhancing Anheuser-Busch's opportunity to achieve its

performance goals.



Item 6.  Exhibits and Reports on Form 8-K


(a)   Exhibits
      --------
     4 -    No instruments defining the rights of holders of long-term debt

            are filed since the total amount of securities authorized under

            any such instruments does not exceed 10% of the total assets of

            the Company on a consolidated basis.  The Company agrees to

            furnish a copy of such instruments to the Securities and

            Exchange Commission upon request.

                                    17

<PAGE>18


     12 -   Ratio of Earnings to Fixed Charges


     27 -   Financial Data Schedule



(b)  Reports on Form 8-K
     -------------------

     No reports on Form 8-K were filed during the three month period 

ending June 30, 1995.
























                                    18
<PAGE>19


                                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/Jerry E. Ritter 
                             --------------------------------- 
                             Jerry E. Ritter
                             Executive Vice President -
                             Chief Financial and Administrative
                             Officer
                             (Chief Financial Officer)
                             July 31, 1995




                             /s/Gerald C. Thayer
                             --------------------------------- 
                             Gerald C. Thayer
                             Vice President and Controller
                             (Chief Accounting Officer)
                             July 31, 1995

     
     
     
     
     
     
     
     
     
     










 
     
                                   19
     
                                                            
<PAGE>20
     
     
     
                               INDEX TO EXHIBITS
     
     
     Exhibit No.       Exhibit
     -----------       -------
     
         12            Ratio of Earnings to Fixed Charges
     
         27            Financial Data Schedule
     


                                                         EXHIBIT 12

                      RATIO OF EARNINGS TO FIXED CHARGES


The following table sets forth the ratio of the Company's earnings
to fixed charges, on a consolidated basis, for the periods
indicated:

      Six Months
        Ended
       June 30,                   Year Ended December 31
     --------------      ------------------------------------------
  
     1995      1994          1993     1992      1991      1990   
     ----      ----          ----     ----      ----      ----   

     7.6X      7.6X          5.2X 1/  7.8X      6.4X      5.1X   


For purposes of this ratio, earnings have been calculated by adding
to income before income taxes the amount of fixed charges.  Fixed
charges consist of interest on all indebtedness, amortization of
debt discount and that portion of rental expense deemed to
represent interest.

1/ Includes the impact of the one-time, pre-tax restructuring
charge of $565 million as a result of the company's Profitability
Enhancement Program.  Excluding the non-recurring special charge,
the ratio would have been 7.6X.


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from
the Form 10-Q for the quarter ended June 30, 1995 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
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                                0
                                          0
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