-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HOlJQrZ6xxjeIJcnTaFGqxu4OqgwKiI/wRuRsGhMcShvjtJaco4Grii3pYjE4NG9 HpUCTRI7oyEOjXJ7XimZ3A== 0000310569-98-000019.txt : 19980928 0000310569-98-000019.hdr.sgml : 19980928 ACCESSION NUMBER: 0000310569-98-000019 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980925 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANHEUSER BUSCH COMPANIES INC CENTRAL INDEX KEY: 0000310569 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 431162835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-07823 FILM NUMBER: 98714601 BUSINESS ADDRESS: STREET 1: ONE BUSCH PL STREET 2: C/O OFFICE OF THE VP & SEC'Y CITY: ST LOUIS STATE: MO ZIP: 63118 BUSINESS PHONE: 3145772000 MAIL ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118 10-K/A 1 AMENDMENT TO FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ------------- TO ------------- COMMISSION FILE NUMBER 1-7823 ANHEUSER-BUSCH COMPANIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN 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) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000 ------------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- -------------------- COMMON STOCK--$1 PAR VALUE NEW YORK STOCK EXCHANGE PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE 8 5/8% SINKING FUND DEBENTURES, DUE DECEMBER 1, 2016 NEW YORK STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE -------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] State the aggregate market value of the voting stock held by nonaffiliates of the registrant. $23,056,951,500 AS OF FEBRUARY 27, 1998 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. $1 PAR VALUE COMMON STOCK 486,420,854 SHARES AS OF MARCH 10, 1998 DOCUMENTS INCORPORATED BY REFERENCE Portions of Annual Report to Shareholders for the Year Ended December 31, 1997........... PART I, PART II, and PART IV Portions of Definitive Proxy Statement for Annual Meeting of Shareholders on April 22, 1998....................................... PART III ======================================================================== Item 14 on pages 9 through 11 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1997 is amended by the addition of the following exhibits: Exhibit 23.1 -Consent of Independent Accountants Exhibit 23.2 -Consent of Independent Accountants Exhibit 23.3 -Consent of Independent Accountants Exhibit 24.1 -Power of Attorney Exhibit 24.2 -Resolution authorizing signature by certain officers of the Company. Exhibit 99.1 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for the fiscal year ended March 31, 1998. Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees covered by a Collective Bargaining Agreement) for the fiscal year ended March 31, 1998. Exhibit 99.3 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) for the fiscal year ended March 31, 1998. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized. ANHEUSER-BUSCH COMPANIES, INC. ................................... (Registrant) By JOBETH G. BROWN ................................... JoBeth G. Brown Vice President and Secretary Date: September 25, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. * August A. Busch III Chairman of the Board and President and September 25, 1998 - ----------------------- Director (Principal Executive Officer) (August A. Busch III) * W. Randolph Baker Vice President and Chief Financial September 25, 1998 - ----------------------- Officer (Principal Financial Officer) (W. Randolph Baker) * John F. Kelly Vice President and Controller September 25, 1998 - ----------------------- (Principal Accounting Officer) (John F. Kelly) * Bernard A. Edison Director September 25, 1998 - ----------------------- (Bernard A. Edison) * Carlos Fernandez G. Director September 25, 1998 - ----------------------- (Carlos Fernandez G.) * Peter M. Flanigan Director September 25, 1998 - ----------------------- (Peter M. Flanigan) * John E. Jacob Director September 25, 1998 - ----------------------- (John E. Jacob) * Charles F. Knight Director September 25, 1998 - ----------------------- (Charles F. Knight) * Vernon R. Loucks, Jr. Director September 25, 1998 - ----------------------- (Vernon R. Loucks, Jr.) * Vilma S. Martinez Director September 25, 1998 - ----------------------- (Vilma S. Martinez) * Sybil C. Mobley Director September 25, 1998 - ----------------------- (Sybil C. Mobley) * James B. Orthwein Director September 25, 1998 - ----------------------- (James B. Orthwein) * William Porter Payne Director September 25, 1998 - ----------------------- (William Porter Payne) * Andrew C. Taylor Director September 25, 1998 - ----------------------- (Andrew C. Taylor) * Douglas A. Warner III Director September 25, 1998 - ----------------------- (Douglas A. Warner III) * William H. Webster Director September 25, 1998 - ----------------------- (William H. Webster) * Edward E. Whitacre, Jr. Director September 25, 1998 - ----------------------- (Edward E. Whitacre, Jr.)
* JOBETH G. BROWN ---------------------- September 25, 1998 JoBeth G. Brown Attorney in Fact EXHIBIT INDEX Exhibit 23.1 -Consent of Independent Accountants Exhibit 23.2 -Consent of Independent Accountants Exhibit 23.3 -Consent of Independent Accountants Exhibit 24.1 -Power of Attorney Exhibit 24.2 -Resolution authorizing signature by certain officers of the Company. Exhibit 99.1 - Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for the fiscal year ended March 31, 1998. Exhibit 99.2 - Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) for the fiscal year ended March 31, 1998. Exhibit 99.3 - Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) for the fiscal year ended March 31, 1998. EX-23.1 2 PWC CONSENT OF INDEPENDENT ACCOUNTANTS 23.1 Exhibit 23.1 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 33-39715 and No. 33-58221) of our report dated February 3, 1998, which appears on page 49 of the 1997 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in the Annual Report on Form 10-K of Anheuser-Busch Companies, Inc. for the year ended December 31, 1997. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page F-1 of such Annual Report on Form 10-K. We also consent to the incorporation by reference in the Registration Statement of our report dated July 31, 1998 appearing on page 4 of the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan on Form 11-K for the year ended March 31, 1998. PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri September 25, 1998 EX-23.2 3 PWC CONSENT OF INDEPENDENT ACCOUNTANTS 23.2 Exhibit 23.2 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 33-39714 and No. 33-58241) of our report dated February 3, 1998, which appears on page 49 of the 1997 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in the Annual Report on Form 10-K of Anheuser-Busch Companies, Inc. for the year ended December 31, 1997. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page F-1 of such Annual Report on Form 10-K. We also consent to the incorporation by reference in the Registration Statement of our report dated July 31, 1998 appearing on page 4 of the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) on Form 11-K for the year ended March 31, 1998. PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri September 25, 1998 EX-23.3 4 PWC CONSENT OF INDEPENDENT ACCOUNTANTS 23.3 Exhibit 23.3 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 33-48646) of our report dated February 3, 1998, which appears on page 49 of the 1997 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in the Annual Report on Form 10-K of Anheuser-Busch Companies, Inc. for the year ended December 31, 1997. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page F-1 of such Annual Report on Form 10-K. We also consent to the incorporation by reference in the Registration Statement of our report dated July 31, 1998 appearing on page 4 of the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) on Form 11-K for the year ended March 31, 1998. PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri September 25, 1998 EX-24.1 5 POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Anheuser-Busch Companies, Inc. (hereinafter referred to as the "Company") hereby constitutes and appoints August A. Busch III, W. Randolph Baker, and JoBeth G. Brown, and each of them acting singly, the true and lawful agents and attorneys, or agent and attorney, with full powers of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned to do any and all things and to execute any and all instruments which said agents and attorneys, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the 1997 Annual Report on Form 10-K of the Company, including specifically, but without limiting the generality of the foregoing, full power and authority to sign the name of each of the undersigned in the capacities indicated below to the said 1997 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, and to any and all amendments to said 1997 Annual Report on Form 10-K, and each of the undersigned hereby grants to said attorneys and agents, and to each of them singly, full power and authority to do and perform on behalf of the undersigned every act and thing whatsoever necessary or appropriate to be done in the premises as fully as the undersigned could do in person, hereby ratifying and confirming all that said attorneys and agents, or any of them, or the substitutes or substitute of them or of any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 25th day of March, 1998. AUGUST A. BUSCH III ---------------------------------- (August A. Busch III) Chairman of the Board and President and Director (Principal Executive Officer) W. RANDOLPH BAKER ----------------------------------- (W. Randolph Baker) Executive Vice President - Chief Financial Officer (Principal Financial Officer) JOHN F. KELLY ----------------------------------- (John F. Kelly) Vice President and Controller (Principal Accounting Officer) BERNARD A. EDISON ----------------------------------- (Bernard A. Edison) Director CARLOS FERNANDEZ G. ----------------------------------- (Carlos Fernandez G.) Director PETER M. FLANIGAN ----------------------------------- (Peter M. Flanigan) Director JOHN E. JACOB ----------------------------------- (John E. Jacob) Director CHARLES F. KNIGHT ----------------------------------- (Charles F. Knight) Director VERNON R. LOUCKS, JR. ----------------------------------- (Vernon R. Loucks, Jr.) Director VILMA S. MARTINEZ ----------------------------------- (Vilma S. Martinez) Director SYBIL C. MOBLEY ----------------------------------- (Sybil C. Mobley) Director JAMES B. ORTHWEIN ----------------------------------- (James B. Orthwein) Director WILLIAM PORTER PAYNE ----------------------------------- (William Porter Payne) Director ANDREW C. TAYLOR ----------------------------------- (Andrew C. Taylor) Director DOUGLAS A. WARNER III ----------------------------------- (Douglas A. Warner III) Director WILLIAM H. WEBSTER ----------------------------------- (William H. Webster) Director EDWARD E. WHITACRE, JR. ----------------------------------- (Edward E. Whitacre, Jr.) Director EX-24.2 6 SECRETARY CERTIFICATE 24.2 EXHIBIT 24.2 I, JOBETH G. BROWN, hereby certify that I am Vice President and Secretary of Anheuser-Busch Companies, Inc., a Delaware corporation, with its principal office in the City of St. Louis, State of Missouri, and as such in charge of its corporate records, including minutes of meetings of its Shareholders and Board of Directors. I further certify that the Board of Directors of said corporation at a meeting duly convened and held on the 25th day of March 1998, as shown by said records, adopted the following resolution which has not since been amended or rescinded and which is in full force and effect at the date hereof: RESOLVED, that the Board of Directors does hereby authorize (a) the proper officers of the corporation to execute a power of attorney in the name and on behalf of the corporation in favor of August A. Busch III, W. Randolph Baker, and JoBeth G. Brown, or any of them (with power of substitution in each) and (b) the execution by the directors and officers of the corporation, or any of them, of a power of attorney in favor of said attorneys, and said powers of attorney shall empower such attorneys, or any of them, to do all acts and things and to execute any and all instruments on behalf of the corporation and on behalf of such directors and officers, including the execution of the corporation's 1997 Annual Report on Form 10-K or any amendment thereto, which such attorneys, or any of them, may deem necessary or advisable to enable the corporation to comply with the reporting requirements of the Securities and Exchange Commission in respect thereof. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the said corporation this 25th day of September 1998. JOBETH G. BROWN ------------------------------------- JoBeth G. Brown Vice President and Secretary EX-99.1 7 A-B DEFERRED INCOME STOCK PURCHASE & SAVINGS PLAN Exhibit 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (x) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal year ended March 31, 1998 OR ( ) Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (NO FEE REQUIRED) For the Transition period From __________ to __________ Commission File Number _________________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ANHEUSER-BUSCH COMPANIES, INC. One Busch Place St. Louis, Missouri 63118 Item 1. Plan is subject to ERISA, see Item 4 for required information. Item 2. Plan is subject to ERISA, see Item 4 for required information. Item 3. Plan is subject to ERISA, see Item 4 for required information. Item 4. Financial Statements and Exhibits --------------------------------- (a) Financial Statements*: Report of Independent Accountants Statements of Net Assets Available for Benefits with Fund Information at March 31, 1998 and March 31, 1997. Statements of Changes in Net Assets Available for Benefits with Fund Information for year ended March 31, 1998 and March 31, 1997. Notes to financial statements Anheuser-Busch Defined Contribution Master Trust - Statement of Net Assets Available for Benefit with Fund Information at March 31, 1998 and March 31, 1997 (Appendix A) Anheuser-Busch Defined Contribution Master Trust - Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended March 31, 1998 and March 31, 1997 (Appendix A) (b) Exhibits: None * Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN By: JOBETH G. BROWN -------------------------------- JoBeth G. Brown Committee Member Dated: September 25, 1998 3 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 Report of Independent Accountants To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan July 31, 1998 In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Anheuser- Busch Deferred Income Stock Purchase and Savings Plan at March 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP 4 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Statement of Net Assets Available for Benefits with Fund Information March 31, 1998 Page 2 - --------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Contributions receivable: Participants $ 1,081,331 $ 21,605 $ 72,571 $ 386,083 Employer 829,480 - - - ------------ ----------- ----------- ----------- 1,910,811 21,605 72,571 386,083 ------------ ----------- ----------- ----------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 872,384,224 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 15,412,214 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 33,984,799 Anheuser-Busch Companies, Inc. Capital Equity Index Fund* 160,842,251 Anheuser-Busch Companies, Inc. Managed Balanced Fund Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Company, Inc. - - - - Common Stock ------------ ----------- ----------- ------------ Total investments 872,384,224 15,412,214 33,984,799 160,842,251 ------------ ----------- ----------- ------------ Total assets 874,295,035 15,433,819 34,057,370 161,228,334 ------------ ----------- ----------- ------------ Liabilities Notes payable (123,600,000) ------------ ----------- ----------- ------------ Total liabilities (123,600,000) - - - ------------ ----------- ----------- ------------ Net assets available for $750,695,035 $15,433,819 $34,057,370 $161,228,334 benefits ============ =========== =========== ============
*Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Assets Contributions receivable: Participants $ 48,085 $ 37,032 $ - $ - $ 1,646,707 Employer - - - - 829,480 ------------ ----------- ----------- ----------- ------------ 48,085 37,032 - - 2,476,187 ------------ ----------- ----------- ----------- ------------ Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock* 872,384,224 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 15,412,214 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 33,984,799 Anheuser-Busch Companies, Inc. Capital Equity Index Fund* 160,842,251 Anheuser-Busch Companies, Inc. Managed Balanced Fund 15,179,207 15,179,207 Anheuser-Busch Companies, Inc. Index Balanced Fund 15,650,572 15,650,572 Participant loans 37,037,993 37,037,993 Earthgrains Company, Inc. Common Stock - - - 17,926,402 17,926,402 ------------ ----------- ----------- ----------- ----------- Total investments 15,179,207 15,650,572 37,037,993 17,926,402 1,168,417,662 ------------ ----------- ----------- ----------- -------------- Total assets 15,227,292 15,687,604 37,037,993 17,926,402 1,170,893,849 ------------ ----------- ----------- ----------- -------------- Liabilities Notes payable (123,600,000) ------------ ----------- ----------- ----------- -------------- Total liabilities - - - - (123,600,000) ------------ ----------- ----------- ----------- -------------- Net assets available for $ 15,227,292 $15,687,604 $37,037,993 $17,926,402 $1,047,293,849 benefits ============ =========== =========== =========== ==============
*Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Statement of Net Assets Available for Benefits with Fund Information March 31, 1997 Page 3 - ------------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Contributions receivable: Participants $ 1,116,710 $ 22,132 $ 82,830 $ 250,861 Employer 669,881 - - - ------------- ---------- ----------- ----------- 1,786,591 22,132 82,830 250,861 ------------- ---------- ----------- ----------- Investments, at fair value: Anheuser-Busch Companies, 866,891,047 Inc. Common Stock* Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 10,501,546 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 32,874,148 Anheuser-Busch Companies, Inc. Capital Equity Index Fund* 67,564,753 Anheuser-Busch Companies, Inc. Managed Balanced Fund Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Company, Inc., Common Stock - - - - ------------ ----------- ----------- ----------- Total investments 866,891,047 10,501,546 32,874,148 67,564,753 ------------ ----------- ----------- ----------- Total assets 868,677,638 10,523,678 32,956,978 67,815,614 ------------ ----------- ----------- ----------- Liabilities Notes payable (141,050,000) ------------ ----------- ----------- ----------- Total liabilities (141,050,000) - - - ------------ ----------- ----------- ----------- Net assets available for benefits $727,627,638 $10,523,678 $32,956,978 $67,815,614 ============ =========== =========== ===========
*Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Assets Contributions receivable: Participants $ 40,060 $ 25,417 $ - $ - $ 1,538,010 Employer - - - - 669,881 ------------ ----------- ----------- ----------- ----------- 40,060 25,417 - - 2,207,891 ------------ ----------- ----------- ----------- ----------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 866,891,047 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 10,501,546 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 32,874,148 Anheuser-Busch Companies, Inc. Capital Equity Index Fund* 67,564,753 Anheuser-Busch Companies, Inc. Managed Balanced Fund 8,821,674 8,821,674 Anheuser-Busch Companies, Inc. Index Balanced Fund 6,597,319 6,597,319 Participant loans 34,581,109 34,581,109 Earthgrains Company, Inc. Common Stock - - - 11,971,852 11,971,852 ------------ ----------- ----------- ----------- ---------- Total investments 8,821,674 6,597,319 34,581,109 11,971,852 1,039,803,448 ------------ ----------- ----------- ----------- ------------- Total assets 8,861,734 6,622,736 34,581,109 11,971,852 1,042,011,339 ------------ ----------- ----------- ----------- ------------- Liabilities Notes payable - - - - (141,050,000) ------------ ----------- ----------- ----------- ------------- Total liabilities - - - - (141,050,000) ------------ ----------- ----------- ----------- ------------- Net assets available for $ 8,861,734 $ 6,622,736 $34,581,109 $11,971,852 $ 900,961,339 benefits ============ =========== =========== =========== =============
*Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information Year Ended March 31, 1998 Page 4 - --------------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 30,607,568 $ 714,172 $ 1,908,031 $ 8,396,009 Employer 10,563,135 - - - ------------ ----------- ----------- ----------- Total contributions 41,170,703 714,172 1,908,031 8,396,009 Investment income: Interest 293,251 Dividends 4,827,953 Net realized and unrealized appreciation in fair value of investments 102,995,504 729,974 3,145,115 39,875,501 ------------ ----------- ----------- ----------- Total additions 149,287,411 1,444,146 5,053,146 48,271,510 ------------ ----------- ----------- ----------- Deductions from net assets attributed to: Distributions to participants 46,531,249 1,915,870 1,597,875 5,511,845 Interest expense 11,636,625 Administrative expenses 6,160 - - - ------------ ----------- ----------- ----------- Total deductions 58,174,034 1,915,870 1,597,875 5,511,845 ------------ ----------- ----------- ----------- Net transfers in (out) (68,045,980) 5,381,865 (2,354,879) 50,653,055 ------------ ----------- ----------- ----------- Net increase 23,067,397 4,910,141 1,100,392 93,412,720 Net assets available for benefits: Beginning of year 727,627,638 10,523,678 32,956,978 67,815,614 ------------ ----------- ----------- ----------- End of year $750,695,035 $15,433,819 $34,057,370 $161,228,334 ============ =========== =========== ============
The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 1,171,617 $ 862,316 $ - $ - $ 43,659,713 Employer - - - - 10,563,135 ------------ ----------- ----------- ----------- ------------- Total contributions 1,171,617 862,316 - - 54,222,848 Investment income: Interest 2,887,749 3,181,000 Dividends 4,827,953 Net realized and unrealized appreciation in fair value of investments 3,023,408 2,462,802 - 8,809,539 161,041,843 ------------ ----------- ----------- ----------- ------------- Total additions 4,195,025 3,325,118 2,887,749 8,809,539 223,273,644 Deductions from net assets attributed to: Distributions to participants 959,184 627,351 1,767,142 1,290,887 60,201,403 Interest expense 11,636,625 Administrative expenses - - - - 6,160 ------------ ----------- ----------- ----------- ------------- Total deductions 959,184 627,351 1,767,142 1,290,887 71,844,188 ------------ ----------- ----------- ----------- ------------- Net transfers in (out) 3,129,717 6,367,101 1,336,277 (1,564,102) (5,096,946) ------------ ----------- ----------- ----------- ------------- Net increase 6,365,558 9,064,868 2,456,884 5,954,550 146,332,510 Net assets available for benefits: Beginning of year 8,861,734 6,622,736 34,581,109 11,971,852 900,961,339 ------------ ----------- ----------- ----------- ------------- End of year $ 15,227,292 $15,687,604 $37,037,993 $17,926,402 $1,047,293,849 ============ =========== =========== =========== ==============
The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information Year Ended March 31, 1997 Page 5 - --------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 27,686,726 $ 547,305 $ 3,469,934 $ 5,600,742 Employer 10,356,001 - - - ------------ ---------- ------------ ------------ Total contributions 38,042,727 547,305 3,469,934 5,600,742 Investment income: Interest 281,412 264 Dividends 5,167,938 Net realized and unrealized appreciation in fair value of investments 183,592,858 478,815 1,424,832 9,512,099 ------------ ---------- ------------ ----------- Total additions 227,084,935 1,026,384 4,894,766 15,112,841 ------------ ---------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 35,557,123 911,099 1,689,573 2,390,727 Interest expense 20,169,188 Administrative expenses 6,270 - - - ------------ ---------- ------------ ----------- Total deductions 55,732,581 911,099 1,689,573 2,390,727 ------------ ---------- ------------ ----------- Net transfers in (out) 11,359,463 1,677,271 (4,823,329) 6,995,845 ------------ ---------- ----------- ----------- Net increase (decrease) 182,711,817 1,792,556 (1,618,136) 19,717,959 Net assets available for benefits: Beginning of year 544,915,821 8,731,122 34,575,114 48,097,655 ------------ ---------- ----------- ----------- End of year $727,627,638 $10,523,678 $32,956,978 $67,815,614 ============ ========== =========== ===========
The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 898,362 $ 557,983 $ - $ - $ 38,761,052 Employer - - - - 10,356,001 ------------ ----------- ----------- ----------- ------------- 898,362 557,983 - - 49,117,053 Investment income: Interest 2,487,925 2,769,601 Dividends 5,167,938 Net realized and unrealized appreciation in fair value of investments 825,131 569,651 - 5,485,188 201,888,574 ------------ ----------- ----------- ----------- ------------- Total additions 1,723,493 1,127,634 2,487,925 5,485,188 258,943,166 ------------ ---------- ----------- ----------- ------------- Deductions from net assets attributed to: Distributions to participants 707,429 139,667 907,813 695,512 42,998,943 Interest expense 20,169,188 Administrative expenses - - - - 6,270 ------------ ----------- ----------- ----------- ------------- Total deductions 707,429 139,667 907,813 695,512 63,174,401 ------------ ----------- ----------- ----------- ------------- Net transfers in (out) 393,645 888,387 4,093,434 (5,287,772) 15,296,944 ------------ --- ------- ----------- ----------- ------------- Net increase (decrease) 1,409,709 1,876,354 5,673,546 (498,096) 211,065,709 Net assets available for benefits: Beginning of year 7,452,025 4,746,382 28,907,563 12,469,948 689,895,630 ----------- ----------- ----------- ----------- ------------- End of year $ 8,861,734 $ 6,622,736 $34,581,109 $11,971,852 $ 900,961,339 ============ =========== =========== =========== =============
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Notes to Financial Statements March 31, 1998 Page 6 -------------------------------------------------------------------------- 1. Description of the plan General The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (the Plan) was established as a result of an amendment to the Anheuser-Busch Employee Stock Purchase and Savings Plan (the Original Plan). The Anheuser-Busch Employee Stock Purchase and Savings Plan was established by Anheuser-Busch, Inc., effective April 1, 1976. The Original Plan was divided into two separate plans effective January 1, 1985: the Deferred Income Stock Purchase and Savings Plan and the Employee Stock Purchase and Savings Plan. The Plan is a continuation of the Original Plan except that certain additional features were added, including provisions for Before-Tax Contributions pursuant to Section 401(k) of the Internal Revenue Code. Additionally, eligibility was limited to employees not covered by a collective bargaining agreement. Effective July 1, 1994, the Plan was divided into two separate plans, one of which is a continuation of the Plan as amended, and the other of which is the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of the Earthgrains Company). The Plan covers eligible employees of Anheuser-Busch Companies, Inc. (the Company) and certain subsidiaries of the Company which include: Anheuser-Busch Asia, Inc.; Anheuser-Busch Beverage Group, Inc.; Anheuser-Busch Companies, Inc.; Anheuser-Busch Distributors of New York, Inc.; Anheuser-Busch Europe, Inc.; Anheuser-Busch, Inc.; Anheuser-Busch International, Inc.; Anheuser-Busch Investment Capital Corporation; Anheuser-Busch Mexico, Inc.; Anheuser-Busch Recycling Corporation; Anheuser-Busch Sales of Hawaii, Inc.; Anheuser-Busch Sales of South Bay, Inc.; August A. Busch & Co. of Massachusetts; Boardwalk and Baseball, Inc.; Busch Agricultural Resources, Inc.; Busch Agricultural Resources International, Inc.; Busch Biotech, Inc.; Busch Creative Services Corporation; Busch Entertainment Corporation; Busch Media Group; Busch Mechanical Services, Inc.; Busch Properties, Inc.; Busch Properties of Florida, Inc.; Consolidated Farms, Inc.; Eagle Snacks, Inc.; Fairfield Transport, Inc.; Innervision Productions, Inc.; Kingsmill Realty, Inc.; Manufacturers Cartage Company; Manufacturers Railway Company; Metal Container Corporation; Metal Container Corporation of California; Metal Container International, Inc.; MRS Transport Company; Nutri-Turf, Inc.; Pacific International Rice Mills, Inc.; Packaging Business Services, Inc.; Precision Printing and Packaging, Inc.; Sea World of Florida, Inc.; Sea World of Texas, Inc.; Sea World, Inc.; St. Louis Refrigerator Car Company; and Williamsburg Transport, Inc. The Plan is operated in compliance with the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit Reduction Act of 1984, the Retirement Equity Act of 1984 and the Tax Reform Act of 1986. The Plan was restated effective April 1, 1994 primarily to incorporate previous amendments. This summary is intended to provide only a general description of the Plan's provisions. Participants should refer to the Plan document for more complete information. Plan administration The Plan's named fiduciaries are the Company, as Sponsor and Plan Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the Company has the right to amend the Plan, designate the Plan's named fiduciaries and exercise all fiduciary functions necessary for the operation of the Plan ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Notes to Financial Statements March 31, 1998 Page 7 -------------------------------------------------------------------------- except those which are assigned to another named fiduciary by the Plan or the related trust agreement. The Company has appointed an Administrative Committee to exercise the authority and responsibility for the general administration of the Plan. The Trustee has the exclusive authority and discretion to invest, manage and hold the assets of the trust in accordance with the provisions of the Plan and the separate trust agreement. The Plan was amended effective June 1, 1989, to add provisions to make the Plan a stock bonus plan and to permit the leveraged acquisition of Company stock by the Plan. As such, the Plan is subject to the requirements of an employee stock ownership plan (ESOP) under Section 4975(e)(7) of the Internal Revenue Code. The Trustee was specifically empowered to enter into loans, on behalf of the Plan, to acquire Company stock or to repay a prior ESOP loan. Effective April 1, 1994, the Plan was amended to incorporate various changes to the Plan, including changes in participants' contribution limits, changes in company matching contributions, the addition of the Managed Balanced Fund and Indexed Balanced Fund investment options, and the decrease in the vesting period from three years to two years. Plan participation Each employee of a participating employer (other than employees covered by a collective bargaining agreement) of the Company is eligible to participate in the Plan after completing one year of service in which 1,000 hours of service are completed. Participation by eligible employees is voluntary. Contributions A participant may make matched or unmatched contributions. Both matched and unmatched contributions may be before-tax or after-tax. A participant may contribute from 1% to 6% of his base compensation through payroll deductions for Before-Tax Matched Contributions and After-Tax Matched Contributions. The sum of these matched contributions may not be less than 1% nor more than 6% of the participant's base compensation. In addition, a participant may contribute from 1% to 10% of his base compensation through payroll deductions for Before-Tax Unmatched Contributions and After-Tax Unmatched Contributions; however, the unmatched contribution rates may not exceed 10% of the participant's base compensation and are subject to other limitations as set forth in the Plan agreement. In addition, the sum of Before-Tax contribution rates must not exceed 16% of a participant's base compensation, subject to certain limitations of the Internal Revenue Code. The participant's employer then contributes a matching amount, determined annually, based on the relationship of the Company's net income to its payroll for the year most recently ended. However, in no event may the participating employer's matching contribution be less than 33-1/3% nor more than 75% of the aggregate participant contributions. Effective April 1, 1998, the participating employer's matching contribution may not be less than 33-1/3% nor more than 100% of the aggregate participant contributions. The Company may contribute an amount in excess of the matching contribution to enable the Plan to meet its debt service payments. The Company may also be required to make a Supplemental Contribution as determined by the Administrative Committee in accordance with the Plan document. Supplemental ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Notes to Financial Statements March 31, 1998 Page 8 -------------------------------------------------------------------------- Contributions are payable within 180 days of the Plan's year end and are allocated to participants who have account balances as of the end of the Plan year. For the years ended March 31, 1998 and 1997, no Supplemental Contributions were required. Employee contributions vest and become non-forfeitable immediately. Company contributions for participants actively employed by the Company on or prior to March 31, 1989 vested immediately. For participants subsequently employed, Company contributions vest and become non- forfeitable after two years of service. Company contributions also vest upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding twelve months, upon termination of employment for any reason, including retirement, after reaching age 60, or in the event of a "change of control" of the Company (as defined in the Plan). Forfeitures of nonvested balances reduce future employer contributions. There were $8,581 in forfeitures during the year ended March 31, 1998. Investments The Trustee maintains an Anheuser-Busch Companies, Inc. Common Stock Fund, an Earthgrains Company, Inc. Common Stock Fund, a Short-Term Fixed Income Fund, a Medium-Term Fixed Income Fund, an Equity Index Fund, a Managed Balanced Fund, and an Indexed Balanced Fund for the investment of participant and employer contributions. All employer contributions are invested in the Company Stock Fund. At least one-half of each participant's Before-Tax Matched Contributions and at least one-half of each participant's After-Tax Matched Contributions shall be invested in the Company Stock Fund for certain periods of time. The participant may direct the remaining one-half of each type of matched contributions and all unmatched contributions to be invested in increments of 1% into any fund established under the Plan. Earnings are reinvested in the fund to which they relate. The Master Trusts had been established for each of the investment funds other than the Company Stock Fund for the investment of the Plan's assets and the assets of the other stock purchase and savings plans sponsored by the Company. On September 1, 1995, the Master Trusts for each investment fund were combined, along with the Company Stock Fund into a single Master Trust. Distributions The Plan permits in-service withdrawals and an optional annual class year distribution as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion of his account and the part of the Company contribution portion of his account which is vested. Termination and annual class year distributions for whole numbers of shares are payable in Company shares while the value of fractional shares and all interests in the other funds are payable in cash. Alternatively, the participant may elect to have non-share investments transferred to the Company Stock Fund and distributed thereafter in shares with fractional shares distributed in cash. In-service distributions other than annual class year distributions are payable at the election of the participant in Company shares or in cash. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Notes to Financial Statements March 31, 1998 Page 9 -------------------------------------------------------------------------- Participant loans A participant may borrow from Before-Tax and/or After-Tax vested account balances, subject to certain conditions. The minimum loan amount is $1,000; the maximum amount is the lesser of $50,000 less the highest outstanding loan balance under the Plan during the one-year period ending on the day before the loan is made, or 50% of the vested account balance. The interest rate for the life of the loan is set quarterly at prime plus one percentage point as of the end of the preceding quarter. The term of a loan for the purchase of a principal residence may be up to 10 years; the term of a loan for any other reason may not exceed 5 years. Plan expenses Under the Master Trust agreement with the Trustee, the Company may pay all expenses incurred in the administration of the Master Trust, including trustee fees, but is not obligated to do so. Trustee expenses not paid by the Company are paid by the Master Trust and proportionately allocated to the participating plans. All other expenses incurred in the administration of the Plan are charged to and paid by the participating employers. Plan termination The Company anticipates that the Plan will continue without interruption but reserves the right to terminate its participation in the Plan subject to the provisions of ERISA. Such termination would result in the immediate and full vesting of each participant's account balance. The Trustee would then retain the assets until otherwise distributable under the Plan. 2. Summary of significant accounting policies Basis of accounting The Plan's financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to the 1997 financial statements and Appendix A to conform to current year presentation. Investment valuation Investments in common stock, U.S. government securities, and corporate debt instruments are stated at fair value based on the quoted market price at March 31, 1998. Investments in interest bearing cash, insurance contracts, and interests in common/collective trusts are stated at fair value as determined by the trustee. Participant loans are valued at cost which approximates fair value. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Notes to Financial Statements March 31, 1998 Page 10 -------------------------------------------------------------------------- Security transactions and investment income Investment purchases and sales, and related realized gains and losses, are recorded on the trade date. Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date. Net realized and unrealized appreciation in fair value of investments is comprised of the change in market value compared to the cost of investments retained in the Plan, and realized gains and losses on security transactions which represent the difference between proceeds and cost. Allocation of assets The Plan participates in the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust (Master Trust) established for the investments of this plan and the other stock purchase and savings plans sponsored by the Company. Units of participation in the Master Trust are allocated to participating plans based on the relationship of individual plan contributions to the market value of the Master Trust. Earned income, realized and unrealized gains and losses, and administrative expenses are retained in the Master Trust and are allocated to participating plans by the Trustee, based on units of participation on the transaction date. 3. Interests in Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Effective September 1, 1995 the Company and the Trustee entered into a new master trust agreement. On September 1, 1995, in accordance with the agreement, the Plan transferred it's investments in: the Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch Companies, Inc. Short Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Medium Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master Trust, the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master Trust, and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master Trust for units of participation in the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The Earthgrains Company, Inc.'s Common Stock Fund was also added to the Anheuser- Busch Companies, Inc. Defined Contribution Master Trust. The assets of the Master Trust are held by Mellon Bank, N.A. (Trustee). At March 31, 1998 and 1997, the Plan's interest in the net assets of the Master Trust was approximately 52% and 51%, respectively. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Notes to Financial Statements March 31, 1998 Page 11 -------------------------------------------------------------------------- The following table presents the fair value of investments for the Master Trust: March 31, 1998 1997 Investments at fair value: Anheuser-Busch common stock $ 1,768,443,386 $ 1,764,489,350 Short-term fixed income 23,983,370 15,568,585 Medium-term fixed income 48,360,569 44,750,953 Equity index 244,609,595 86,880,218 Managed balanced 21,318,878 10,806,861 Index balanced 21,599,221 7,756,536 Participant loans 83,211,937 76,179,822 Earthgrains Company common stock 35,570,828 24,070,669 --------------- --------------- $ 2,247,097,784 $ 2,030,502,994 =============== =============== Investment income for the Master Trust is as follows: Year ended March 31, 1998 1997 Net appreciation in fair value of investments: Anheuser-Busch common stock $ 178,962,138 $ 346,196,449 Short-term fixed income 29,847 (91,609) Medium-term fixed income 1,391,974 (996,720) Equity index 50,332,246 10,660,053 Managed balanced 3,829,723 1,019,321 Index balanced 2,946,651 607,152 Earthgrains Company common stock 17,367,264 11,048,054 ------------- ------------ 254,859,843 368,442,700 ------------- ------------ Interest 14,661,835 12,244,741 Dividends 41,880,450 40,113,882 ------------- ------------- $ 311,402,128 $ 420,801,323 ============= ============= Financial statements for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 1998 and 1997 are included as Appendix A. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Notes to Financial Statements March 31, 1998 Page 12 -------------------------------------------------------------------------- 4. Federal income tax status The Internal Revenue Service has determined and informed the Company by a letter dated January 30, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. Therefore, the underlying trust of such a Plan is exempt from federal income taxes under Section 501 of the Internal Revenue Code. The Plan Administrator and the Plan's tax counsel believe that the Plan is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. Notes payable In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP notes (Notes) to a group of insurance companies and other financial institutions. In September 1993, the interest rate was reduced to 8.25% per annum retroactive to January 1, 1993. Interest is payable semi-annually. Principal is payable in annual instalments until maturity on March 31, 2004. The Notes are guaranteed by Anheuser-Busch Companies, Inc. and Anheuser-Busch, Inc. Proceeds of the Notes were used to purchase 5,665,723 shares of Company stock, the unallocated portion of which is pledged as security for the Notes. The shares are maintained in the Company Stock Fund and are released and allocated to Plan participants based on calculations specified in the Plan document as contributions are made to the Plan. During the year ended March 31, 1998, 779,918 shares were released to participants. Anheuser-Busch Companies, Inc. issued a 2-for- 1 stock split during September 1996 resulting in an increase of the Company Stock Fund unallocated shares. At March 31, 1998 the Company Stock Fund held 4,308,078 unallocated shares. Principal maturities for each of the years ending March 31, are as follows: 1999 18,350,000 2000 19,150,000 2001 20,000,000 2002 20,950,000 2003 22,000,000 2004 23,150,000 ------------ $ 123,600,000 ============ ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Notes to Financial Statements March 31, 1998 Page 13 -------------------------------------------------------------------------- 6. Benefit obligations Benefit obligations for persons who have withdrawn from participation in the Plan are as follows: March 31, 1998 1997 Anheuser-Busch Companies common stock fund $2,196,491 $ 834,010 Short-term fixed income fund 222,141 Medium-term fixed income fund 358,554 99,213 Equity index fund 270,941 157,684 Managed balanced fund 36,474 12,476 Index balanced fund 51,193 1,982 Earthgrains Company common stock fund 65,002 19,834 --------- ------- $3,200,796 $1,125,199 ========== ========== 7. Transactions with parties-in-interest At March 31, 1998, the Plan held shares of Anheuser-Busch Companies, Inc. common stock. These shares had a total cost of $334,722,205 and total market value of $872,384,224 at March 31, 1998. During the year ended March 31, 1998, transactions with the Company included aggregate purchases and sales totaling $7,926,346 and $45,918,693, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. During the year ended March 31, 1998, the Plan purchased and sold investments in the Employee Benefit Temporary Investment Fund of Mellon Bank N.A., the Plan trustee. Transactions with the Fund included aggregate purchases and sales totaling $61,993,480 and $61,267,087, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 8. Unit accounting As of October 17, 1995, the Company began allocating units to participant accounts. On March 31, 1998, the total number of units allocated to each of the funds in the Plan and the applicable net asset value (NAV) of each unit was as follows: ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN Notes to Financial Statements March 31, 1998 Page 14 -------------------------------------------------------------------------- Units Held NAV per Unit Anheuser-Busch Common Stock Fund 42,905,027 15.69 Short-Term Fixed Income Fund 889,061 17.33 Medium-Term Fixed Income Fund 1,446,626 23.49 Equity Index Fund 655,808 245.25 Managed Balanced Fund 798,569 19.00 Indexed Balanced Fund 337,090 46.42 Participant Loans 37,037,993 1.00 Earthgrains Company Common Stock Fund 1,225,570 14.62 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 1 of 4 Statement of Net Assets Available for Benefits with Fund Information March 31, 1998 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 1,764,699,829 Interest bearing cash 3,720,727 129,620 U.S. government securities 9,361,836 19,483,013 Corporate debt instruments 10,442,678 28,354,090 Insurance contracts Interest in common/collective trusts Loans to participant Earthgrains Company Inc. common stock Other investments* 22,830 4,178,856 393,846 244,609,595 --------------- ------------ ------------ ------------ Total investments 1,768,443,386 23,983,370 48,360,569 244,609,595 --------------- ------------ ------------ ------------ Total assets 1,768,443,386 23,983,370 48,360,569 244,609,595 --------------- ------------ ------------ ------------ Liabilities Notes payable (247,200,000) - - - --------------- ------------ ------------ ------------ Total liabilities (247,200,000) - - - --------------- ------------ ------------ ------------ Net assets available for $ 1,521,243,386 $ 23,983,370 $ 48,360,569 $244,609,595 benefits =============== ============ ============ ============
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Assets Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* 1,764,699,829 Interest bearing cash 15 3,850,362 U.S. government securities 28,844,849 Corporate debt instruments 38,796,768 Insurance contracts Interest in common/collective trusts 21,318,878 10,798,861 32,117,739 Loans to participant 83,211,937 83,211,937 Earthgrains Company Inc. common stock 35,407,087 35,407,087 Other investments* - 10,800,360 - 163,726 260,169,213 ------------ ---------- ---------- ----------- ------------- Total investments 21,318,878 21,599,221 83,211,937 35,570,828 2,247,097,784 ------------- ---------- ---------- ----------- ------------- Total assets 21,318,878 21,599,221 83,211,937 35,570,828 2,247,097,784 ------------- ---------- ---------- ----------- ------------- Liabilities Notes payable - - - - (247,200,000) ------------ ---------- ----------- ----------- ------------- Total liabilities - - - - (247,200,000) ------------ ---------- ----------- ----------- ------------- Net assets available for $ 21,318,878 $21,599,221 $ 83,211,937 $ 35,570,828 $ 1,999,897,784 benefits ============ =========== =========== =========== ==============
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 2 of 4 Statement of Net Assets Available for Benefits with Fund Information March 31, 1997 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 1,763,200,723 Interest bearing cash 1,288,627 350,368 U.S. government securities 1,901,519 31,422,938 Corporate debt instruments 10,332,805 11,217,609 Insurance contracts Interest in common/collective 1,151,751 trusts Loans to participant Earthgrains Company Inc. common stock Other investments* - 3,334,261 608,287 86,880,218 --------------- ----------- ------------ ------------ Total investments 1,764,489,350 15,568,585 44,750,953 86,880,218 --------------- ------------ ------------ ------------ Total assets 1,764,489,350 15,568,585 44,750,953 86,880,218 --------------- ------------ ------------ ------------ Liabilities Notes payable (282,100,000) - - - --------------- ------------ ------------ ------------ Total liabilities (282,100,000) - - - --------------- ------------ ------------ ------------ Net assets available for $ 1,482,389,350 $ 15,568,585 $ 44,750,953 $ 86,880,218 benefits =============== ============ ============ ============
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Assets Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* 1,763,200,723 Interest bearing cash 1,638,995 U.S. government securities 33,324,457 Corporate debt instruments 21,550,414 Insurance contracts 10,806,861 3,809,698 14,616,559 Interest in common/collective trusts 3,946,838 5,098,589 Loans to participant 76,179,822 76,179,822 Earthgrains Company Inc. common stock 24,070,669 24,070,669 Other investments* - - - - 90,822,766 ------------ ---------- ---------- ----------- ------------- Total investments 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994 ------------- ---------- ---------- ----------- ------------- Total assets 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994 ------------- ---------- ---------- ----------- ------------- Liabilities Notes payable - - - - (282,100,000) ------------ ---------- ----------- ----------- ------------- Total liabilities - - - - (282,100,000) ------------ ---------- ----------- ----------- ------------- Net assets available for $ 10,806,861 $ 7,756,536 $ 76,179,822 $ 24,070,669 $ 1,748,402,994 benefits ============ =========== =========== =========== ==============
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 3 of 4 Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended March 31, 1998 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 59,963,043 $ 1,211,998 $ 2,770,456 $11,176,034 Employer 15,491,761 - - - -------------- ----------- ------------ ----------- Total contributions 75,454,804 1,211,998 2,770,456 11,176,034 Investment income: Interest 885,882 1,004,353 2,840,890 2,800,378 Dividends 41,728,864 Net realized and unrealized appreciation in fair value of investments 178,962,138 29,847 1,391,974 50,332,246 -------------- ----------- ------------ ----------- Total additions 297,031,688 2,246,198 7,003,320 64,308,658 -------------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 107,016,259 4,258,766 2,520,682 8,076,962 Interest expense 23,273,250 Administrative expenses 15,815 - (11,148) - -------------- ----------- ------------ ----------- Total deductions 130,305,324 4,258,766 2,509,534 8,076,962 -------------- ----------- ------------ ----------- Net transfer in (out) (127,872,328) 10,427,353 (884,170)101,497,681 -------------- ----------- ------------ ----------- Net increase (decrease) 38,854,036 8,414,785 3,609,616 157,729,377 Net assets available for benefits: Beginning of year 1,482,389,350 15,568,585 44,750,953 86,880,218 -------------- ----------- ------------ ----------- End of year $1,521,243,386 $23,983,370 $48,360,569 $244,609,595 ============== =========== ============ ============
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains Balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 1,497,754 $ 1,149,033 $ - $ - $ 77,768,318 Employer - - - - 15,491,761 ------------ ----------- ------------ ----------- -------------- Total contributions 1,497,754 1,149,033 - - 93,260,079 Investment income: Interest 125,864 7,003,752 716 14,661,835 Dividends 151,586 41,880,450 Net realized and unrealized appreciation in fair value of investments 3,829,723 2,946,651 - 17,367,264 254,859,843 ------------ ----------- ------------ ----------- -------------- Total additions 5,327,477 4,221,548 7,003,752 17,519,566 404,662,207 ------------ ----------- ------------ ----------- -------------- Deductions from net assets attributed to: Distributions to participants 1,164,839 807,207 3,382,436 2,784,896 130,012,047 Interest expense 23,273,250 Administrative expenses - - - (15) 4,652 ------------ ----------- ------------ ----------- -------------- Total deductions 1,164,839 807,207 3,382,436 2,784,881 153,289,949 ------------ ----------- ------------ ----------- -------------- Net transfer in (out) 6,349,379 10,428,344 3,410,799 (3,234,526) 122,532 ------------ ----------- ------------ ----------- -------------- Net increase (decrease) 10,512,017 13,842,685 7,032,115 11,500,159 251,494,790 Net assets available for benefits: Beginning of year 10,806,861 7,756,536 76,179,822 24,070,669 1,748,402,994 ------------ ----------- ------------ ----------- -------------- End of year $ 21,318,878 $21,599,221 $ 83,211,937 $35,570,828 $1,999,897,784 ============ =========== ============ =========== ==============
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 4 of 4 Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended March 31, 1997 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participant $ 55,969,069 $ 964,233 $ 4,624,414 $ 7,565,400 Employer 16,302,090 - - - -------------- ----------- ------------ ----------- Total contributions 72,271,159 964,233 4,624,414 7,565,400 Investment income: Interest 807,239 787,221 2,950,138 2,113,688 Dividends 40,035,045 Net realized and unrealized appreciation in fair value of investments 346,196,449 (91,609) (996,720) 10,660,053 -------------- ----------- ------------ ------------ Total additions 459,309,892 1,659,845 6,577,832 20,339,141 -------------- ----------- ------------ ------------ Deductions from net assets attributed to: Distributions to participants 89,417,709 2,217,757 2,752,761 3,232,210 Interest expense 40,338,376 Administrative expenses 14,892 - - - -------------- ----------- ------------ ----------- Total deductions 129,770,977 2,217,757 2,752,761 3,232,210 -------------- ----------- ------------ ----------- Net transfer in (out) 13,794,542 2,565,058 (7,994,169) 4,717,421 -------------- ----------- ------------ ----------- Net increase (decrease) 343,333,457 2,007,146 (4,169,098) 21,824,352 Net assets available for benefits: Beginning of year 1,139,055,893 13,561,439 48,920,051 65,055,866 -------------- ----------- ------------ ----------- End of year $1,482,389,350 $15,568,585 $ 44,750,953 $86,880,218 ============== =========== ============ ===========
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains Balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 1,219,079 $ 822,586 $ - $ - $ 71,164,781 Employer - - - - 16,302,090 ------------ ----------- ------------ ----------- -------------- Total contributions 1,219,079 822,586 - - 87,466,871 Investment income: Interest 93,741 5,492,638 76 12,244,741 Dividends 78,837 40,113,882 Net realized and unrealized appreciation in fair value of investments 1,019,321 607,152 - 11,048,054 368,442,700 ------------ ----------- ------------ ----------- -------------- Total additions 2,238,400 1,523,479 5,492,638 11,126,967 508,268,194 ------------ ----------- ------------ ----------- -------------- Deductions from net assets attributed to: Distributions to participants 830,141 209,474 2,492,965 1,745,926 102,898,943 Interest expense 40,338,376 Administrative expenses 14,892 ------------ ----------- ------------ ----------- -------------- Total deductions 830,141 209,474 2,492,965 1,745,926 143,252,211 ------------ ----------- ------------ ----------- -------------- Net transfer in (out) (32,850) 422,471 9,208,987 (11,161,736) 11,519,724 ------------ ----------- ------------ ----------- -------------- Net increase (decrease) 1,375,409 1,736,476 12,208,660 (1,780,695) 376,535,707 Net assets available for benefits: Beginning of year 9,431,452 6,020,060 63,971,162 25,851,364 1,371,867,287 ------------ ----------- ------------ ----------- -------------- End of year $ 10,806,861 $ 7,756,536 $ 76,179,822 $24,070,669 $1,748,402,994 ============ =========== ============ =========== ==============
EX-99.2 8 A-B DEF INC STOCK PUR/EMPLOYEES COVERED BY A COLL Exhibit 99.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (x) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal year ended March 31, 1998 OR ( ) Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (NO FEE REQUIRED) For the Transition period From __________ to __________ Commission File Number _________________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered By A Collective Bargaining Agreement) B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ANHEUSER-BUSCH COMPANIES, INC. One Busch Place St. Louis, Missouri 63118 Item 1. Plan is subject to ERISA, see Item 4 for required information. Item 2. Plan is subject to ERISA, see Item 4 for required information. Item 3. Plan is subject to ERISA, see Item 4 for required information. Item 4. Financial Statements and Exhibits --------------------------------- (a) Financial Statements*: Report of independent accountants Statement of Net Assets Available for Benefits with Fund Information at March 31, 1998 and March 31, 1997. Statement of Changes in Net Assets Available for Benefits with Fund Information for year ended March 31, 1998 and March 31, 1997. Notes to financial statements Anheuser-Busch Defined Contribution Master Trust - Statement of Net Assets Available for Benefits with Fund Information at March 31, 1998 and March 31, 1997 (Appendix A) Anheuser-Busch Defined Contribution Master Trust - Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended March 31, 1998 and March 31, 1997 (Appendix A) (b) Exhibits: None * Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) By: JOBETH G. BROWN ----------------------------------- JoBeth G. Brown Committee Member Dated: September 25, 1998 3 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 Report of Independent Accountants To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) July 31, 1998 In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Anheuser- Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) at March 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP 4 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Statement of Net Assets Available for Benefits with Fund Information March 31, 1998 Page 2 - --------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Contributions receivable Participants $ 523,590 $ 6,359 $ 15,865 $ 79,212 Employer 280,493 - - - ------------ ---------- ----------- ----------- 804,083 6,359 15,865 79,212 ------------ ---------- ----------- ----------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 871,036,203 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 8,074,980 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 13,692,827 Anheuser-Busch Companies, Inc. Capital Equity Index Fund* 81,860,051 Anheuser-Busch Companies, Inc. Managed Balanced Fund Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Common Stock Fund - - - - ------------ ---------- ----------- ----------- Total investments 871,036,203 8,074,980 13,692,827 81,860,051 ------------ ---------- ----------- ----------- Total assets 871,840,286 8,081,339 13,708,692 81,939,263 ------------ ---------- ----------- ----------- Liabilities Total liabilities (123,600,000) - - - ------------ ---------- ----------- ----------- Net assets available for benefits $748,240,286 $8,081,339 $13,708,692 $81,939,263 ============ ========== =========== ===========
* Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan common stock fund fund fund fund Total Assets Contributions receivable Participants $ 7,149 $ 6,540 $ - $ - $ 638,715 Employer - - - - 280,493 ----------- ---------- ----------- ----------- -------------- 7,149 6,540 - - 919,208 ----------- ---------- ----------- ----------- -------------- Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock* 871,036,203 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 8,074,980 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 13,692,827 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 81,860,051 Anheuser-Busch Companies, Inc. Managed Balanced Fund 5,900,367 5,900,367 Anheuser-Busch Companies, Inc. Index Balanced Fund 5,795,200 5,795,200 Participant loans 43,459,077 43,459,077 Earthgrains Common Stock Fund - - - 17,051,707 17,051,707 ----------- ---------- ----------- ----------- -------------- Total investments 5,900,367 5,795,200 43,459,077 17,051,707 1,046,870,412 ----------- ---------- ----------- ----------- -------------- Total assets 5,907,516 5,801,740 43,459,077 17,051,707 1,047,789,620 ----------- ---------- ----------- ----------- -------------- Liabilities Total liabilities - - - - (123,600,000) ----------- ---------- ----------- ----------- -------------- Net assets available for benefits $5,907,516 $5,801,740 $43,459,077 $17,051,707 $ 924,189,620 =========== ========== =========== =========== ==============
* Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Statement of Net Assets Available for Benefits with Fund Information March 31, 1997 Page 3 - -------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Contributions receivable Participants $ 555,533 $ 6,226 $ 16,534 $ 45,113 Employer 231,013 - - - ------------ --------- ---------- ----------- 786,546 6,226 16,534 45,113 ------------ --------- ---------- ----------- Investments, at fair value: Anheuser-Busch Companies, 876,875,495 Inc. Common Stock* Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 4,637,987 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 11,323,582 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 18,314,857 Anheuser-Busch Companies, Inc. Managed Balanced Fund Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Common Stock Fund - - - - ------------ ---------- ---------- ----------- Total investments 876,875,495 4,637,987 11,323,582 18,314,857 ------------ ---------- ---------- ----------- Total assets 877,662,041 4,644,213 11,340,116 18,359,970 ------------ ---------- ----------- ----------- Liabilities Notes payable (141,050,000) - - - ------------- ---------- ----------- ----------- Total liabilities (141,050,000) - - - ------------- ---------- ----------- ----------- Net assets available for benefits $736,612,041 $4,644,213 $11,340,116 $18,359,970 ============= ========== =========== ===========
* Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan Common stock fund fund fund fund Total Assets Contributions receivable Participants $ 4,721 $ 4,588 $ - $ - 632,715 Employer - - - - 231,013 ----------- --------- ----------- ----------- ------------ 4,721 4,588 - - 863,728 ----------- --------- ----------- ----------- ------------ Investments at fair value: Anheuser-Busch Companies, Inc. 876,875,495 Common Stock* Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 4,637,987 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 11,323,582 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 18,314,857 Anheuser-Busch Companies, Inc. Managed Balanced Fund 1,835,358 1,835,358 Anheuser-Busch Companies, Inc. Index Balanced Fund 1,079,903 1,079,903 Participant loans 40,049,026 40,049,026 Earthgrains Common Stock Fund - - - 11,795,094 11,795,094 ----------- --------- ----------- ----------- ------------ Total investments 1,835,358 1,079,903 40,049,026 11,795,094 965,911,302 ----------- --------- ----------- ----------- ------------ Total assets 1,840,079 1,084,491 40,049,026 11,795,094 966,775,030 ----------- --------- ----------- ------------ ------------ Liabilities Notes payable - - - - (141,050,000) ----------- --------- ----------- ----------- ------------ Total liabilities - - - - (141,050,000) ----------- --------- ----------- ----------- ------------ Net assets available for benefits $ 1,840,079 $1,084,491 $40,049,026 $11,795,094 $825,725,030 =========== ========= =========== =========== ============
* Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Statement of Changes in Net Assets Available for Benefits with Fund Information Year Ended March 31, 1998 Page 4 - --------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 27,214,844 $ 391,599 $ 742,431 $2,627,378 Employer 3,580,328 - - - ------------ ---------- ----------- --------- Total contributions 30,795,172 391,559 742,431 2,627,378 Investment income: Interest 460,009 Dividends 4,912,920 Net realized and unrealized appreciation in fair value of investments 105,394,518 279,569 1,072,262 12,713,421 ------------ ---------- ----------- ---------- Total additions 141,562,619 671,128 1,814,693 15,340,799 ------------ ---------- ----------- ---------- Deductions from net assets attributed to: Distributions 59,035,183 2,321,349 904,590 2,467,658 Interest expense 11,636,625 Administrative expenses 9,655 - - - ------------ ---------- ----------- ---------- Total deductions 70,681,463 2,321,349 904,590 2,467,658 ------------ ---------- ----------- ---------- Net transfers in (out) (59,252,911) 5,087,347 1,458,473 50,706,152 ------------ ---------- ------------ ---------- Net increase 11,628,245 3,437,126 2,368,576 63,579,293 Net assets available for benefits: Beginning of year 736,612,041 4,644,213 11,340,116 18,359,970 ------------ ---------- ----------- ----------- End of year $748,240,286 $8,081,339 $13,708,692 $81,939,263 ============ ========== =========== ===========
The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan common stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 273,875 $ 249,472 $ - $ - $ 31,499,559 Employer - - - - 3,580,328 ----------- ------------ ----------- ----------- ------------ Total contributions 273,875 249,472 - - 35,079,887 Investment income: Interest 3,243,763 3,703,772 Dividends 4,912,920 Net realized and unrealized appreciation in fair value of investments 754,219 583,157 - 8,493,737 129,290,883 ----------- ---------- ----------- ----------- ------------ Total additions 1,028,094 832,629 3,243,763 8,493,737 172,987,462 ----------- ---------- ----------- ----------- ------------ Deductions from net assets attributed to: Distributions 191,236 174,408 1,504,636 1,469,821 68,068,881 Interest expense 11,636,625 Administrative expenses - - - - 9,655 ----------- ---------- ----------- ----------- ------------ Total deductions 191,236 174,408 1,504,636 1,469,821 79,715,161 ----------- ---------- ---------- ----------- ------------ Net transfers in (out) 3,230,579 4,059,028 1,670,924 (1,767,303) 5,192,289 ----------- ----------- ----------- ----------- ------------ Net increase 4,067,437 4,717,249 3,410,051 5,256,613 98,464,590 Net assets available for benefits: Beginning of year 1,840,079 1,084,491 40,049,026 11,795,094 825,725,030 ----------- ---------- ----------- ----------- ------------ End of year $ 5,907,516 $5,801,740 $43,459,077 $17,051,707 $924,189,620 =========== ========== =========== =========== ============ The accompanying notes are an integral part of these financial statements.
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Statement of Changes in Net Assets Available for Benefits with Fund Information Year Ended March 31, 1997 Page 5 - ---------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 26,479,856 $ 329,994 $ 1,002,829 $ 1,961,868 Employer 4,748,510 - - - ------------ ---------- ----------- ----------- Total contributions 31,228,366 329,994 1,002,829 1,961,868 Investment income: Interest 387,142 Dividends 5,184,640 Net realized and unrealized appreciation in fair value of investments 188,338,252 212,512 591,338 2,558,030 ------------ ---------- ----------- ----------- Total additions 225,138,400 542,506 1,522,167 4,519,898 ------------ ---------- ----------- ----------- Deductions from net assets attributed to: Distributions 52,061,049 1,261,063 981,489 793,033 Interest expense 20,169,188 Administrative expenses 8,621 - - - ------------ ---------- ----------- ----------- Total deductions 72,238,858 1,261,063 981,489 793,033 ------------ ---------- ----------- ----------- Net transfers in (out) 12,851,305 1,107,428 (2,470,435) 889,489 ------------ ---------- ----------- ----------- Net increase 165,750,847 388,871 (1,929,757) 4,616,354 Net assets available for benefits: Beginning of year 570,861,194 4,255,342 13,269,873 13,743,616 ----------- ---------- ----------- ----------- End of year $736,612,041 $4,644,213 $11,340,116 $18,359,970 ============ ========== =========== =========== The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan common stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 272,345 $ 200,459 $ - $ - $ 30,247,351 Employer - - - - 4,748,510 ----------- --------- ----------- ---------- ------------ Total contributions 272,345 200,459 - - 34,995,861 Investment income: Interest 2,862,700 3,249,842 Dividends 5,184,640 Net realized and unrealized appreciation in fair value of investments 116,710 180,775 - 5,537,989 197,463,606 ----------- --------- ----------- ----------- ------------ Total additions 389,055 381,234 2,862,700 5,537,989 240,893,949 ----------- --------- ----------- ----------- ------------ Deductions from net assets attributed to: Distributions 116,165 63,779 1,209,708 1,014,375 57,500,661 Interest expense 20,169,188 Administrative expenses - - - - 8,621 ----------- --------- ----------- ----------- ------------ Total deductions 116,165 63,779 1,209,708 1,014,375 77,678,470 ----------- --------- ----------- ----------- ------------ Net transfers in (out) 92,441 (228,323) 4,784,568 (5,651,781) 11,374,692 ----------- --------- ----------- ----------- ------------ Net increase 365,331 89,132 6,437,560 (1,128,167) 174,590,171 Net assets available for benefits: Beginning of year 1,474,748 995,359 33,611,466 12,923,261 651,134,859 ----------- --------- ----------- ----------- ------------ End of year $ 1,840,079 $1,084,491 $40,049,026 $11,795,094 $825,725,030 =========== ========= =========== =========== ============ The accompanying notes are an integral part of these financial statements.
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 6 -------------------------------------------------------------------------- 1. Description of the plan General The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) (the Plan) was established as a result of an amendment to the Anheuser-Busch Employee Stock Purchase and Savings Plan (the Original Plan). The Original Plan was established by Anheuser-Busch, Inc., effective April 1, 1976 and upon amendment, was divided into two separate plans effective March 1, 1986: the Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) and the Employee Stock Purchase and Savings Plan. The Plan is a continuation of the Original Plan except that certain additional features were added, including provisions for Before-Tax Contributions pursuant to Section 401(k) of the Internal Revenue Code. Additionally, eligibility was limited to employees who are members of collective units and whose collective bargaining agreement specifically provides for participation of such members. The Plan covers eligible employees of Anheuser-Busch Companies, Inc. (the Company) and certain subsidiaries of the Company which include: Anheuser-Busch, Inc.; August A. Busch & Co. of Massachusetts, Inc.; Anheuser-Busch Companies, Inc.; Busch Agricultural Resources, Inc.; Manufacturers Railway Company; Pacific International Rice Mills, Inc.; Metal Container Corporation; and A-B Contract Services, Inc. This summary is intended to provide only a general description of the Plan's provisions. Participants should refer to the Plan document for more complete information. Plan administration The Plan's named fiduciaries are the Company, as Sponsor and Plan Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the Company has the right to amend the Plan, designate the Plan's named fiduciaries and exercise all fiduciary functions necessary for the operation of the Plan except those which are assigned to another named fiduciary by the Plan or the related trust agreement. The Company has appointed an Administrative Committee to exercise the authority and responsibility for the general administration of the Plan. The Trustee has the exclusive authority and discretion to invest, manage and hold the assets of the trust in accordance with the provisions of the Plan and the separate trust agreement. The Plan was amended effective June 1, 1989, to add provisions to make the Plan a stock bonus plan and to permit the leveraged acquisition of Company stock by the Plan. As such, the Plan is subject to the requirements of an employee stock ownership plan (ESOP) under Section 4975(e)(7) of the Internal Revenue Code. The Trustee was specifically empowered to enter into loans, on behalf of the Plan, to acquire Company stock or to repay a prior ESOP loan. Effective April 1, 1994, the Plan was amended to incorporate various changes to the Plan, including changes in participants' contribution limits, changes in Company matching contributions, the addition of the Managed Balanced Fund and Indexed Balanced Fund investment options, and the decrease in the vesting period from three years to two years. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 7 -------------------------------------------------------------------------- Plan participation Each employee of a participating employer (other than employees not covered by a collective bargaining agreement) of the Company is eligible to participate in the Plan after one year of service, during which the employee worked 1,000 hours. Participation by eligible employees is voluntary. Contributions A participant may make matched or unmatched contributions. Both matched and unmatched contributions may be before-tax and after-tax. A participant may contribute from 1% to 6% of his base compensation through payroll deductions for Before-Tax Matched Contributions and After-Tax Matched Contributions. The sum of these matched contributions may not be less than 2% nor more than 6% of the participant's base compensation. In addition, a participant may contribute from 1% to 10% of his base compensation through payroll deductions for Before-Tax Unmatched Contributions and After-Tax Unmatched Contributions; however, the unmatched contribution rates may not exceed 10% of the participant's base compensation and are subject to other limitations as set forth in the Plan agreement. In addition, the sum of Before-Tax contribution rates must not exceed 16% of a participant's base compensation, subject to certain limitations of the Internal Revenue Code. The participant's employer then contributes a matching amount, determined annually, based on the relationship of the Company's net income to its payroll for the year most recently ended. However, in no event may the participating employer's matching contribution be less than 33-1/3% nor more than 75% of the aggregate participant contributions. Effective April 1, 1998, the participating employer's matching contribution may not be less than 33-1/3% nor more than 100% of the aggregate participant contributions. The Company may contribute an amount in excess of the matching contribution to enable the Plan to meet its debt service payments. The Company may also be required to make a Supplemental Contribution as determined by the Administrative Committee in accordance with the Plan document. Supplemental Contributions are payable within 180 days of the Plan's year end and are allocated to participants who have account balances as of the end of the Plan year. For the years ended March 31, 1998 and 1997, no Supplemental Contributions were required. Employee contributions vest and become non-forfeitable immediately. Company contributions also vest and become non-forfeitable immediately for participants actively employed by the Company on or prior to March 31, 1989. For participants subsequently employed, Company contributions vest and become non-forfeitable after two years of service. Company contributions also vest and become non-forfeitable upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding twelve months, upon termination of employment for any reason, including retirement, after reaching age 60, or in the event of a "change in control" of the Company (as defined in the Plan). Forfeitures of nonvested balances reduce future employer contributions. There were $86 of forfeitures during the year ended March 31, 1998. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 8 -------------------------------------------------------------------------- Investments The Trustee maintains an Anheuser-Busch Companies, Inc. common stock fund, an Earthgrains Company, Inc. common stock fund, a Short-Term Fixed Income Fund, a Medium-Term Fixed Income Fund, an Equity Index Fund, a Managed Balanced Fund, and an Indexed Balanced Fund for the investment of participant and employer contributions. All employer contributions are invested in the Company Stock Fund. At least one-half of each participant's Before-Tax Matched Contributions and at least one-half of each participant's After-Tax Matched Contributions shall be invested in the Company Stock Fund for certain periods of time. The participant may direct the remaining one-half of each type of matched contributions to be invested in increments of 1% into any fund established under the Plan. The participant may direct that the unmatched contributions be deposited into any fund of the Plan in increments of 1%. Earnings are reinvested in the fund to which they relate. The Master Trusts had been established for each of the investment funds other than the Company Stock Fund for the investment of the Plan's assets and the assets of the other stock purchase and savings plans sponsored by the Company. On September 1, 1995, the Master Trusts for each investment fund were combined, along with the Company Stock Fund into a single Master Trust. Distributions The Plan permits in-service withdrawals and an optional annual class year distribution as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion of his account and the part of the Company contribution portion of his account which is vested. Termination and annual class year distributions for whole numbers of shares are payable in Company shares while the value of fractional shares and all interests in the other funds are payable in cash. Alternatively, the participant may elect to have non-share investments transferred to the Company Stock Fund and distributed thereafter in shares with fractional shares distributed in cash. In-service distributions other than annual class year distributions are payable at the election of the participant in Company shares or in cash. Participant loans A participant may borrow from Before-Tax and/or After-Tax vested account balances. The minimum loan amount is $1,000; the maximum amount is the lesser of $50,000 less the highest outstanding loan balance under the Plan during the one year period ending on the day before the loan is made, or 50% of the vested account balance. The interest rate for the life of the loan is set quarterly at prime plus one percentage point based on the prime rate at the end of the preceding quarter. The term of a loan for the purchase of a principal residence may be up to 10 years; the term of a loan for any other reason may not exceed 5 years. Plan Expenses Under the Master Trust agreement with the Trustee, the Company may pay all expenses incurred in the administration of the Master Trust, including trustee fees, but is not obligated to do so. Trustee expenses not paid by the Company are paid by the Master Trust and proportionately ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 9 -------------------------------------------------------------------------- allocated to the participating plans. All other expenses incurred in the administration of the Plan are paid by the participating employers. Plan termination The Company anticipates that the Plan will continue without interruption but reserves the right to terminate its participation in the Plan subject to the provisions of ERISA. Such termination would result in the immediate and full vesting of each participant's account balance. The Trustee would then retain the assets until otherwise distributable under the Plan. 2. Summary of significant accounting policies Basis of accounting The Plan's financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to the 1997 financial statements and Appendix A to conform to current year presentation. Investment valuation Investments in common stock, U.S. government securities, and corporate debt instruments are stated at fair value based on the quoted market price at March 31, 1998. Investments in interest bearing cash, insurance contracts, and interests in common/collective trusts are stated at fair value as determined by the trustee. Participant loans are valued at cost which approximates fair value. Security transactions and investment income Purchases and sales of investments, and related realized gains and losses, are recorded on the trade date. Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date. Net realized and unrealized appreciation in fair value of investments is comprised of the change in market value compared to the cost of investments retained in the Plan, and realized gains and losses on security transactions which represent the difference between proceeds and cost. Allocation of assets The Plan participates in the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust (Master Trust) established for the investments of this plan and the other stock purchase and savings plans sponsored by the Company. Units of participation in the Master Trust are allocated to participating plans based on the relationship of individual plan contributions to the market value of the Master Trust. Earned income, realized and unrealized gains and losses, and administrative expenses are retained in the Master Trust and ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 10 -------------------------------------------------------------------------- are allocated to participating plans by the Trustee, based on units of participation on the transaction date. 3. Interests in Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Effective September 1, 1995 the Company and the Trustee entered in to a new master trust agreement. On September 1, 1995, in accordance with the agreement, the Plan exchanged it's investments in: the Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch Companies, Inc. Short Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Medium Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master Trust, the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master Trust, and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master Trust for units of participation in the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The Earthgrains Company, Inc.'s Common Stock Fund was also added to the Anheuser- Busch Companies, Inc. Defined Contribution Master Trust. The assets of the Master Trust are held by Mellon Bank, N.A. (Trustee). At March 31, 1998 and 1997, the Plan's interest in the net assets of the Master Trust was approximately 46% and 48%, respectively. The following table presents the fair value of investments for the Master Trust: March 31, 1998 1997 Investments at fair value: Anheuser-Busch common stock $ 1,768,443,386 $ 1,764,489,350 Short-term fixed income 23,983,370 15,568,585 Medium-term fixed income 48,360,569 44,750,953 Equity index 244,609,595 86,880,218 Managed balanced 21,318,878 10,806,861 Index balanced 21,599,221 7,756,536 Participant loans 83,211,937 76,179,822 Earthgrains Company common stock 35,570,828 24,070,669 -------------- ---------------- $ 2,247,097,784 $ 2,030,502,994 =============== ================ ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 11 -------------------------------------------------------------------------- Investment income for the Master Trust is as follows: Year ended March 31, 1998 1997 Net appreciation in fair value of investments: Anheuser-Busch common stock $ 178,962,138 $ 346,196,449 Short-term fixed income 29,847 (91,609) Medium-term fixed income 1,391,974 (996,720) Equity index 50,332,246 10,660,053 Managed balanced 3,829,723 1,019,321 Index balanced 2,946,651 607,152 Earthgrains Company common stock 17,367,264 11,048,054 ------------- ------------ 254,859,843 368,442,700 ------------- ------------ Interest 14,661,835 12,244,741 Dividends 41,880,450 40,113,882 ------------- ------------- $ 311,402,128 $ 420,801,323 ============= ============= Financial statements for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 1998 and 1997 are included as Appendix A. 4. Federal income tax status The Internal Revenue Service has determined and informed the Company by letter dated January 30, 1995 that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. Therefore, the underlying trust of such a Plan is exempt from federal income taxes under Section 501 of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan's tax counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. Notes payable In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP notes (Notes) to a group of insurance companies and other financial institutions. In September 1993, the interest rate was reduced to 8.25% per annum retroactive to January 1, 1993. Interest is payable semiannually. Principal is payable in annual instalments until maturity on March 31, 2004. The Notes are guaranteed by Anheuser-Busch Companies, Inc. and Anheuser-Busch, Inc. Proceeds of the Notes were used to purchase 5,665,723 shares of Company stock, the unallocated portion of which is pledged as security for the Notes. The shares are maintained in the ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 12 -------------------------------------------------------------------------- Company Stock Fund and are released and allocated to Plan participants based on calculations specified in the Plan document as contributions are made to the Plan. During the year ended March 31, 1997, 779,917 shares were released to participants. Anheuser-Busch Companies, Inc. issued a 2-for- 1 stock split during September 1996 resulting in an increase of the Company Stock Fund unallocated shares. At March 31, 1998, the Company Stock Fund held 4,308,287 unallocated shares. Principal maturities for each of the years ending March 31, are as follows: 1999 $ 18,350,000 2000 19,150,000 2001 20,000,000 2002 20,950,000 2003 22,000,000 2004 23,150,000 --------------- $ 123,600,000 =============== 6. Benefit obligations Benefit obligations for persons who have withdrawn from participation in the Plan are as follows: March 31 Investments at fair value: 1998 1998 Anheuser-Busch common stock $ 3,328,560 $1,083,315 Short-term fixed income fund 220,661 2,314 Medium-term fixed income fund 238,030 16,328 Equity index fund 236,068 Managed balanced fund 2,691 Index balanced fund 2,268 Earthgrains Company common stock 95,089 25,419 ----------- --------- $ 4,123,367 $1,127,376 ============ ========== In accordance with generally accepted accounting principles, these amounts are not reported as distributions payable in the accompanying financial statements. However, Department of Labor regulations require that these amounts be reported as liabilities on Form 5500. Accordingly, net assets available for benefits reported on Form 5500 are lower than that reflected in the financial statements by the above amounts. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 13 -------------------------------------------------------------------------- 7. Transactions with parties-in-interest At March 31, 1998, the Plan held shares of Anheuser-Busch Companies, Inc. common stock. These shares had a total cost of $314,608,807 and total market value of $871,036,203 at March 31, 1998. During the year ended March 31, 1998, transactions with the Company included aggregate purchases and sales totaling $7,011,768 and $60,496,808, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. During the year ended March 31, 1998, the Plan purchased and sold investments in the Employee Benefit Temporary Investment Fund of Mellon Bank N.A., the Plan trustee. Transactions with the Fund included aggregate purchases and sales totaling $64,636,514 and $62,946,526, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 8. Unit accounting As of October 17, 1995, the Company began allocating units to participant accounts. On March 31, 1998, the total number of units allocated to each of the funds in the Plan and the applicable net asset value (NAV) of each unit was as follows: Units Held NAV per Unit Anheuser-Busch Common Stock 42,782,307 15.70 Short-Term Fixed Income 465,809 17.33 Medium-Term Fixed Income 582,848 23.49 Equity Index 333,771 245.25 Managed Balanced 310,415 19.00 Index Balanced 124,820 46.42 Participant Loans 43,459,077 1.00 Earthgrains Company Common Stock 1,165,770 14.62 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 1 of 4 Statement of Net Assets Available for Benefits with Fund Information March 31, 1998 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 1,764,699,829 Interest bearing cash 3,720,727 129,620 U.S. government securities 9,361,836 19,483,013 Corporate debt instruments 10,442,678 28,354,090 Insurance contracts Interest in common/collective trusts Loans to participant Earthgrains Company Inc. common stock Other investments* 22,830 4,178,856 393,846 244,609,595 --------------- ----------- ------------ ------------ Total investments 1,768,443,386 23,983,370 48,360,569 244,609,595 --------------- ------------ ------------ ------------ Total assets 1,768,443,386 23,983,370 48,360,569 244,609,595 --------------- ------------ ------------ ------------ Liabilities Notes payable (247,200,000) - - - --------------- ------------ ------------ ------------ Total liabilities (247,200,000) - - - --------------- ------------ ------------ ------------ Net assets available for $ 1,521,243,386 $ 23,983,370 $ 48,360,569 $244,609,595 benefits =============== ============ ============ ============
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Assets Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* 1,764,699,829 Interest bearing cash 15 3,850,362 U.S. government securities 28,844,849 Corporate debt instruments 38,796,768 Insurance contracts Interest in common/collective trusts 21,318,878 10,798,861 32,117,739 Loans to participant 83,211,937 83,211,937 Earthgrains Company Inc. common stock 35,407,087 35,407,087 Other investments* - 10,800,360 - 163,726 260,169,213 ------------ ---------- ---------- ----------- ------------- Total investments 21,318,878 21,599,221 83,211,937 35,570,828 2,247,097,784 ------------- ---------- ---------- ----------- ------------- Total assets 21,318,878 21,599,221 83,211,937 35,570,828 2,247,097,784 ------------- ---------- ---------- ----------- ------------- Liabilities Notes payable - - - - (247,200,000) ------------ ---------- ----------- ----------- ------------- Total liabilities - - - - (247,200,000) ------------ ---------- ----------- ----------- ------------- Net assets available for $ 21,318,878 $21,599,221 $ 83,211,937 $ 35,570,828 $ 1,999,897,784 benefits ============ =========== =========== =========== ==============
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 2 of 4 Statement of Net Assets Available for Benefits with Fund Information March 31, 1997 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 1,763,200,723 Interest bearing cash 1,288,627 350,368 U.S. government securities 1,901,519 31,422,938 Corporate debt instruments 10,332,805 11,217,609 Insurance contracts Interest in common/collective 1,151,751 trusts Loans to participant Earthgrains Company Inc. common stock Other investments* - 3,334,261 608,287 86,880,218 --------------- ----------- ------------ ------------ Total investments 1,764,489,350 15,568,585 44,750,953 86,880,218 --------------- ------------ ------------ ------------ Total assets 1,764,489,350 15,568,585 44,750,953 86,880,218 --------------- ------------ ------------ ------------ Liabilities Notes payable (282,100,000) - - - --------------- ------------ ------------ ------------ Total liabilities (282,100,000) - - - --------------- ------------ ------------ ------------ Net assets available for $ 1,482,389,350 $ 15,568,585 $ 44,750,953 $ 86,880,218 benefits =============== ============ ============ ============ * Represents more than 5% of net assets available for benefits
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Assets Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* 1,763,200,723 Interest bearing cash 1,638,995 U.S. government securities 33,324,457 Corporate debt instruments 21,550,414 Insurance contracts 10,806,861 3,809,698 14,616,559 Interest in common/collective trusts 3,946,838 5,098,589 Loans to participant 76,179,822 76,179,822 Earthgrains Company Inc. common stock 24,070,669 24,070,669 Other investments* - - - - 90,822,766 ------------ ---------- ---------- ----------- ------------- Total investments 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994 ------------- ---------- ---------- ----------- ------------- Total assets 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994 ------------- ---------- ---------- ----------- ------------- Liabilities Notes payable - - - - (282,100,000) ------------ ---------- ----------- ----------- ------------- Total liabilities - - - - (282,100,000) ------------ ---------- ----------- ----------- ------------- Net assets available for $ 10,806,861 $ 7,756,536 $ 76,179,822 $ 24,070,669 $ 1,748,402,994 benefits ============ =========== =========== =========== ============== * Represents more than 5% of net assets available for benefits
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 3 of 4 Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended March 31, 1998 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 59,963,043 $ 1,211,998 $ 2,770,456 $11,176,034 Employer 15,491,761 - - - -------------- ----------- ------------ ----------- Total contributions 75,454,804 1,211,998 2,770,456 11,176,034 Investment income: Interest 885,882 1,004,353 2,840,890 2,800,378 Dividends 41,728,864 Net realized and unrealized appreciation in fair value of investments 178,962,138 29,847 1,391,974 50,332,246 -------------- ----------- ------------ ----------- Total additions 297,031,688 2,246,198 7,003,320 64,308,658 -------------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 107,016,259 4,258,766 2,520,682 8,076,962 Interest expense 23,273,250 Administrative expenses 15,815 - (11,148) - -------------- ----------- ------------ ----------- Total deductions 130,305,324 4,258,766 2,509,534 8,076,962 -------------- ----------- ------------ ----------- Net transfer in (out) (127,872,328) 10,427,353 (884,170)101,497,681 -------------- ----------- ------------ ----------- Net increase (decrease) 38,854,036 8,414,785 3,609,616 157,729,377 Net assets available for benefits: Beginning of year 1,482,389,350 15,568,585 44,750,953 86,880,218 -------------- ----------- ------------ ----------- End of year $1,521,243,386 $23,983,370 $48,360,569 $244,609,595 ============== =========== ============ ============
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains Balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 1,497,754 $ 1,149,033 $ - $ - $ 77,768,318 Employer - - - - 15,491,761 ------------ ----------- ------------ ----------- -------------- Total contributions 1,497,754 1,149,033 - - 93,260,079 ------------ ----------- ------------ ----------- -------------- Investment income: Interest 125,864 7,003,752 716 14,661,835 Dividends 151,586 41,880,450 Net realized and unrealized appreciation in fair value of investments 3,829,723 2,946,651 - 17,367,264 254,859,843 ------------ ----------- ------------ ----------- -------------- Total additions 5,327,477 4,221,548 7,003,752 17,519,566 404,662,207 ------------ ----------- ------------ ----------- -------------- Deductions from net assets attributed to: Distributions to participants 1,164,839 807,207 3,382,436 2,784,896 130,012,047 Interest expense 23,273,250 Administrative expenses - - - (15) 4,652 ------------ ----------- ------------ ----------- -------------- Total deductions 1,164,839 807,207 3,382,436 2,784,881 153,289,949 ------------ ----------- ------------ ----------- -------------- Net transfer in (out) 6,349,379 10,428,344 3,410,799 (3,234,526) 122,532 ------------ ----------- ------------ ----------- -------------- Net increase (decrease) 10,512,017 13,842,685 7,032,115 11,500,159 251,494,790 Net assets available for benefits: Beginning of year 10,806,861 7,756,536 76,179,822 24,070,669 1,748,402,994 ------------ ----------- ------------ ----------- -------------- End of year $ 21,318,878 $21,599,221 $ 83,211,937 $35,570,828 $1,999,897,784 ============ =========== ============ =========== ==============
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 4 of 4 Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended March 31, 1997 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 55,969,069 $ 964,233 $ 4,624,414 $ 7,565,400 Employer 16,302,090 - - - -------------- ----------- ------------ ----------- Total contributions 72,271,159 964,233 4,624,414 7,565,400 Investment income: Interest 807,239 787,221 2,950,138 2,113,688 Dividends 40,035,045 Net realized and unrealized appreciation in fair value of investments 346,196,449 (91,609) (996,720) 10,660,053 -------------- ----------- ------------ ------------ Total additions 459,309,892 1,659,845 6,577,832 20,339,141 -------------- ----------- ------------ ------------ Deductions from net assets attributed to: Distributions to participants 89,417,709 2,217,757 2,752,761 3,232,210 Interest expense 40,338,376 Administrative expenses 14,892 - - - -------------- ----------- ------------ ----------- Total deductions 129,770,977 2,217,757 2,752,761 3,232,210 -------------- ----------- ------------ ----------- Net transfer in (out) 13,794,542 2,565,058 (7,994,169) 4,717,421 -------------- ----------- ------------ ----------- Net increase (decrease) 343,333,457 2,007,146 (4,169,098) 21,824,352 Net assets available for benefits: Beginning of year 1,139,055,893 13,561,439 48,920,051 65,055,866 -------------- ----------- ------------ ----------- End of year $1,482,389,350 $15,568,585 $ 44,750,953 $86,880,218 ============== =========== ============ ===========
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains Balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 1,219,079 $ 822,586 $ - $ - $ 71,164,781 Employer - - - - 16,302,090 ------------ ----------- ------------ ----------- -------------- Total contributions 1,219,079 822,586 - - 87,466,871 Investment income: Interest 93,741 5,492,638 76 12,244,741 Dividends 78,837 40,113,882 Net realized and unrealized appreciation in fair value of investments 1,019,321 607,152 - 11,048,054 368,442,700 ------------ ----------- ------------ ----------- -------------- Total additions 2,238,400 1,523,479 5,492,638 11,126,967 508,268,194 ------------ ----------- ------------ ----------- -------------- Deductions from net assets attributed to: Distributions to participants 830,141 209,474 2,492,965 1,745,926 102,898,943 Interest expense 40,338,376 Administrative expenses - - - - 14,892 ------------ ----------- ------------ ----------- -------------- Total deductions 830,141 209,474 2,492,965 1,745,926 143,252,211 ------------ ----------- ------------ ----------- -------------- Net transfer in (out) (32,850) 422,471 9,208,987 (11,161,736) 11,519,724 ------------ ----------- ------------ ----------- -------------- Net increase (decrease) 1,375,409 1,736,476 12,208,660 (1,780,695) 376,535,707 Net assets available for benefits: Beginning of year 9,431,452 6,020,060 63,971,162 25,851,364 1,371,867,287 ------------ ----------- ------------ ----------- -------------- End of year $ 10,806,861 $ 7,756,536 $ 76,179,822 $24,070,669 $1,748,402,994 ============ =========== ============ =========== ==============
EX-99.3 9 A-B PURCHASE PLAN FOR HOURLY EMPLOYEES AND SUBS Exhibit 99.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (x) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal year ended March 31, 1998 OR ( ) Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (NO FEE REQUIRED) For the Transition period From __________ to __________ Commission File Number _________________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ANHEUSER-BUSCH COMPANIES, INC. One Busch Place St. Louis, Missouri 63118 Item 1. Plan is subject to ERISA, see Item 4 for required information. Item 2. Plan is subject to ERISA, see Item 4 for required information. Item 3. Plan is subject to ERISA, see Item 4 for required information. Item 4. Financial Statements and Exhibits --------------------------------- (a) Financial Statements*: Report of independent accountants Statement of Net Assets Available for Benefits with Fund Information at March 31, 1998 and March 31, 1997. Statement of Changes in Net Assets Available for Benefits with Fund Information for the years ended March 31, 1998 and March 31, 1997. Notes to financial statements Anheuser-Busch Defined Contribution Master Trust - Statement of Net Assets Available for Benefits with Fund Information at March 31, 1998 and March 31, 1997 (Appendix A) Anheuser-Busch Defined Contribution Master Trust - Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended March 31, 1998 and March 31, 1997 (Appendix A) (b) Exhibits: None *Other schedules required by Section 2520.103-10 of Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) By: JOBETH G. BROWN --------------------------------------- JoBeth G. Brown Committee Member Dated: September 25, 1998 3 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 Report of Independent Accountants To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) July 31, 1998 In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries), formerly the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Hourly Employees of Busch Entertainment Corporation), at March 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP 4 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Statement of Net Assets Available for Benefits with Fund Information March 31, 1998 Page 2 - --------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Contributions receivable: Participants $ 12,658 $ 389 $ 528 $ 1,993 Er Participants 8,680 - - - ----------- -------- -------- ---------- 21,338 389 528 1,993 ----------- -------- -------- ---------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 25,022,961 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 515,131 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 666,969 Anheuser-Busch Companies, Inc. Capital Equity Index Fund* 1,907,206 Anheuser-Busch Companies, Inc. Managed Balanced Fund Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans* Earthgrains Company, Inc. Common Stock Fund - - - - ----------- -------- -------- ---------- Total investments 25,022,961 515,131 666,969 1,907,206 ----------- -------- -------- ---------- Total assets 25,044,299 515,520 667,497 1,909,199 ----------- -------- -------- ---------- Liabilities Total liabilities - - - - ----------- -------- -------- ---------- Net assets available for benefits $25,044,299 $515,520 $667,497 $1,909,199 =========== ======== ======== ==========
* Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan common stock fund fund fund fund Total Assets Contributions receivable: Participants $ 369 $ 302 $ - $ - $ 16,239 Er Participants - - - - 8,680 ----------- -------- ---------- ---------- ------------ 369 302 - - 24,919 ----------- -------- ---------- ---------- ------------ Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock* 25,022,961 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 515,131 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 666,969 Anheuser-Busch Companies, Inc. Capital Equity Index Fund* 1,907,206 Anheuser-Busch Companies, Inc. Managed Balanced Fund 239,017 239,017 Anheuser-Busch Companies, Inc. Index Balanced Fund 157,363 157,363 Participant loans* 2,714,867 2,714,867 Earthgrains Company, Inc. Common Stock Fund - - - 427,552 427,552 ----------- -------- ---------- ---------- ----------- Total investments 239,017 157,363 2,714,867 427,552 31,651,066 ----------- -------- ---------- ----------- ------------ Total assets 239,386 157,665 2,714,867 427,552 31,675,985 ----------- -------- ---------- ---------- ------------ Liabilities Total liabilities - - - - - ----------- -------- ---------- ---------- ------------ Net assets available for benefits $ 239,386 $157,665 $2,714,867 $ 427,552 $ 31,675,985 =========== ======== ========== ========== ============
* Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Statement of Net Assets Available for Benefits with Fund Information March 31, 1997 Page 3 - --------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Contributions receivable: Participants $ 12,362 $ 332 $ 387 $ 1,057 Er Participants 6,865 - - - ------------ --------- --------- --------- 19,227 332 387 1,057 ------------ --------- --------- --------- Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock* 20,722,808 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 443,463 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 570,321 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 1,000,621 Anheuser-Busch Companies, Inc. Managed Balanced Fund Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans* Earthgrains Company, Inc., Common Stock Fund - - - - ------------ --------- --------- --------- Total investment 20,722,808 443,463 570,321 1,000,621 ------------ --------- --------- --------- Total assets 20,742,035 443,795 570,708 1,001,678 ------------ --------- --------- --------- Liabilities Total liabilities - - - - ------------ --------- --------- --------- Net assets available for benefits $ 20,742,035 $ 443,795 $ 570,708 $1,001,678 ============ ========= ========= =========
* Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan Common stock fund fund fund fund Total Assets Contributions receivable: Participants 326 233 14,697 Er Participants - - - - 6,865 ----------- -------- ---------- --------- ----------- 326 233 - - 21,562 ----------- -------- ---------- --------- ----------- Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock* 20,722,808 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 443,463 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 570,321 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 1,000,621 Anheuser-Busch Companies, Inc. Managed Balanced Fund 149,829 149,829 Anheuser-Busch Companies, Inc. Index Balanced Fund 81,145 81,145 Participant loans* 2,227,239 2,227,239 Earthgrains Company, Inc., Common Stock Fund - - - 303,723 303,723 ----------- -------- ---------- --------- ----------- Total investment 149,829 81,145 2,227,239 303,723 25,499,149 ----------- -------- ---------- --------- ----------- Total assets 150,155 81,378 2,227,239 303,723 25,520,711 ----------- -------- ---------- --------- ----------- Liabilities Total liabilities - - - - - ----------- -------- ---------- --------- ----------- Net assets available for benefits $ 150,155 $ 81,378 $2,227,239 $ 303,723 $25,520,711 =========== ======== ========== ========= ===========
* Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Statement of Changes in Net Assets Available for Benefits with Fund Information Year Ended March 31, 1998 Page 4 - ---------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 2,073,605 $ 105,930 $ 109,207 $ 322,904 Employer 1,559,192 - - - ----------- -------- -------- ---------- Total Contributions 3,632,797 105,930 109,207 322,904 Investment income: Interest Dividends Net realized and unrealized appreciation in fair value of investments 2,687,802 29,201 58,465 543,603 ----------- -------- -------- ---------- Total additions 6,320,599 135,131 167,672 866,507 ----------- -------- -------- ---------- Deductions from net assets attributed to: Distributions to participants 1,449,827 21,547 18,217 97,459 ----------- -------- -------- ---------- Net transfers in (out) (568,508) (41,859) (52,666) 138,473 ----------- -------- -------- ---------- Net increase 4,302,264 71,725 96,789 907,521 Net assets available for benefits: Beginning of year 20,742,035 443,795 570,708 1,001,678 ----------- -------- -------- ---------- End of year $ 25,044,299 $ 515,520 $ 667,497 $ 1,909,199 =========== ======== ======== ==========
The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan Common stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 62,758 $ 50,881 $ - $ - $ 2,725,285 Employer - - - - 1,559,192 --------- -------- ---------- ---------- ---------- Total contributions 62,758 50,881 - - 4,284,477 Investment income: Interest 194,687 194,687 Dividends Net realized and unrealized appreciation in fair value of investments 52,096 28,639 - 215,907 3,615,713 --------- -------- ---------- ---------- ---------- Total additions 114,854 79,520 194,687 215,907 8,094,877 --------- -------- ---------- ---------- ---------- Deductions from net assets attributed to: Distributions to participants 14,419 5,448 110,658 24,188 1,741,763 --------- -------- ---------- ---------- ----------- Net transfers in (out) (11,204) 2,215 403,599 (67,890) (197,840) --------- -------- ---------- ---------- ----------- Net increase 89,231 76,287 487,628 123,829 6,155,274 Net assets available for benefits: 150,155 81,378 2,227,239 303,723 25,520,711 Beginning of year --------- -------- ---------- ---------- ----------- End of year $ 239,386 $157,665 $2,714,867 $ 427,552 $31,675,985 ========= ======== ========== ========== ===========
The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Statement of Changes in Net Assets Available for Benefits with Fund Information Year Ended March 31, 1997 Page 5 - ------------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 1,838,287 $ 81,860 $ 119,317 $ 252,325 Employer 1,248,255 - - - ------------ --------- --------- --------- Total contributions 3,086,542 81,860 119,317 252,325 Investment income: Interest Net realized and unrealized appreciation in fair value 4,086,491 21,076 24,967 148,006 of investments ------------ --------- --------- --------- Total additions 7,173,033 102,936 144,284 400,331 ------------ --------- --------- --------- Deductions from net assets attributed to: Distributions to participants 1,799,536 45,595 81,699 48,450 ------------ --------- --------- --------- Net transfer in (out) (234,854) (8,199) (60,872) (124,948) ------------ --------- --------- --------- Net increase 5,138,643 49,142 1,713 226,933 Net assets available for benefits: Beginning of year 15,603,392 394,653 568,995 774,745 ------------ --------- --------- --------- End of year $ 20,742,035 $ 443,795 $ 570,708 $1,001,678 ============ ========= ========= =========
The accompanying notes are an integral part of these financial statements.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan Common stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 46,658 $ 47,561 $ - $ - $ 2,386,008 Employer - - - - 1,248,255 ----------- --------- ---------- --------- ----------- Total contributions 46,658 47,561 - - 3,634,263 Investment income: Interest 151,705 157,705 Net realized and unrealized appreciation in fair value 14,904 7,628 - 155,874 4,458,946 of investments ----------- --------- ---------- --------- ----------- Total additions 61,562 55,189 151,705 155,874 8,244,914 ----------- --------- ---------- --------- ----------- Deductions from net assets attributed to: Distributions to participants 6,547 6,028 80,516 36,039 2,104,410 ----------- --------- ---------- --------- ----------- Net transfer in (out) (34,153) (21,518) 882,736 (90,312) 307,880 ----------- --------- ---------- --------- ----------- Net increase 20,862 27,643 953,925 29,523 6,448,384 Net assets available for benefits: Beginning of year 129,293 53,735 1,273,314 274,200 19,072,327 ----------- --------- ---------- --------- ----------- End of year $ 150,155 $ 81,378 $2,227,239 $ 303,723 $25,520,711 =========== ========= ========== ========= ===========
The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Notes to Financial Statements March 31, 1998 Page 6 - ------------------------------------------------------------------------------- 1. Description of the plan General The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) (the Plan) was established as a result of an amendment to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for salaried employees which was effective April 1, 1992. This summary is intended to provide only a general description of the Plan's provisions. Participants should refer to the Plan document for more complete information. Plan administration The Plan's named fiduciaries are Anheuser-Busch Companies, Inc. (the Company), as Sponsor and Plan Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the Company has the right to amend the Plan, designate the Plan's named fiduciaries and exercise all fiduciary functions necessary for the operation of the Plan except those which are assigned to another named fiduciary by the Plan or the related trust agreement. The Company has appointed an Administrative Committee to exercise the authority and responsibility for the general administration of the Plan. The Trustee has the exclusive authority and discretion to invest, manage and hold the assets of the trust in accordance with the provisions of the Plan and the separate trust agreement. Effective April 1, 1994, the Plan was amended to incorporate various changes to the Plan, including changes in participants' contribution limits, changes in Company matching contributions, the addition of the Managed Balanced Fund and Indexed Balanced Fund investment options and the decrease in the vesting period from three years to two years. Plan participation The Plan covers eligible hourly employees of certain subsidiaries of the Company which include: Boardwalk and Baseball, Inc.; Busch Entertainment Corporation; Busch Properties of Florida, Inc.; Sea World, Inc.; Sea World of Florida, Inc.; and Sea World of Texas, Inc. Each hourly employee (other than employees covered by a collective bargaining agreement) of the above subsidiaries is eligible to participate in the Plan after completing one year of service, in which 1,000 hours of service are completed. Participation by eligible employees is voluntary. Contributions A participant may make matched or unmatched contributions. Both matched and unmatched contributions may be before-tax or after-tax. A participant may contribute from 1% to 6% of his base compensation through payroll deductions for Before-Tax Matched Contributions and After-Tax Matched Contributions. The sum of these matched contributions may not be less than 2% nor more than 6% of the participant's base compensation. In addition, a participant may contribute from 1% to 10% of his base compensation through payroll deductions for Before-Tax Unmatched Contributions and After-Tax Unmatched Contributions; however, the unmatched contribution rates may not exceed 10% of the participant's base compensation and are subject to other ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Notes to Financial Statements March 31, 1998 Page 7 -------------------------------------------------------------------------- limitations as set forth in the Plan agreement. In addition, the sum of Before-Tax contribution rates must not exceed 16% of a participant's base compensation, subject to certain limitations of the Internal Revenue Code. The participant's employer then contributes a matching amount determined annually based on the relationship of the Company's net income to its payroll for the year most recently ended. However, in no event may the participating employer's matching contribution be less than 33-1/3% nor more than 75% of the aggregate participant contributions. Effective April 1, 1998, the participating employer's matching contribution may not be less than 33-1/3% nor more than 100% of the aggregate participant contributions. The Company may also be required to make a Supplemental Contribution as determined by the Administrative Committee in accordance with the Plan document. Supplemental Contributions are payable within 180 days of the Plan's year end and are allocated to participants who have account balances as of the end of the Plan year. For the years ended March 31, 1998 and 1997, no Supplemental Contributions were required. Employee contributions vest and become non-forfeitable immediately. Company contributions for participants actively employed by the Company on or prior to March 31, 1989 vested immediately. For participants subsequently employed, Company contributions vest and become non- forfeitable after three years of service. Company contributions also vest upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding twelve months, upon termination of employment for any reason, including retirement, after reaching age 60, or in the event of a "change in control" of the Company as defined by the Plan. Forfeitures of nonvested balances reduce future employer contributions. There were $1,484 in forfeitures during the year ended March 31, 1998. Investments The Trustee maintains an Anheuser-Busch Companies, Inc. common stock fund, an Earthgrains Company, Inc. common stock fund, a Short-Term Fixed Income Fund, a Medium-Term Fixed Income Fund, an Equity Index Fund, a Managed Balanced Fund, and an Indexed Balanced Fund for the investment of participant and employer contributions. All employer contributions are invested in the Company Stock Fund. At least one-half of each participant's Before-Tax Matched Contributions and at least one-half of each participant's After-Tax Matched Contributions shall be invested in the Company Stock Fund for certain periods of time. The participant may direct the remaining one-half of each type of matched contribution and all of the unmatched contributions in increments of 1% into any fund established under the Plan. Earnings are reinvested in the fund to which they relate. The Master Trusts had been established for each of the investment funds other than the Company Stock Fund for the investment of the Plan's assets and the assets of the stock purchase and savings plans sponsored by the Company. On September 1, 1995, the Master Trusts for each investment fund were combined, along with the Company Stock Fund, into a single Master Trust. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies and its Subsidiaries) Notes to Financial Statements March 31, 1998 Page 8 -------------------------------------------------------------------------- Distributions The Plan permits in-service withdrawals and an optional annual class year distribution as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion of his account and the part of the Company contribution portion of his account which is vested. Termination and annual class year distributions for whole numbers of shares are payable in Company shares, while the value of fractional shares and all interests in the other funds are payable in cash. Alternatively, the participant may elect to have non-share investments transferred to the Company Stock Fund and distributed thereafter in shares with fractional shares distributed in cash. In-service distributions other than annual class year distributions are payable at the election of the participant in Company shares or in cash. Participant loans A participant may borrow from Before-Tax and/or After-Tax Vested account balances. The minimum loan amount is $1,000; the maximum amount is the lesser of $50,000 less the highest outstanding loan balance under the Plan during the one-year period ending on the day before the loan is made, or 50% of the vested account balance. The interest rate is set quarterly at prime plus one percentage point at the end of the preceding quarter. The term of a loan for the purchase of a principal residence may be up to 10 years; the term of a loan for any other reason may not exceed 5 years. Plan expenses Under the Master Trust agreement with the Trustee, the Company may pay all expenses incurred in the administration of the Master Trust, including trustee fees, but is not obligated to do so. Trustee expenses not paid by the Company are paid by the Master Trust and proportionately allocated to the participating plans. All other expenses incurred in the administration of the Plan are paid by the participating employers. Amendment or termination of the Plan The Company anticipates that the Plan will continue without interruption but reserves the right to terminate its participation in the Plan subject to the provisions of ERISA. Such termination would result in the immediate and full vesting of each participant's account balance. The Trustee would then retain the assets until otherwise distributable under the Plan. 2. Summary of significant accounting policies Basis of accounting The Plan's financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Notes to Financial Statements March 31, 1998 Page 9 -------------------------------------------------------------------------- financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to the 1997 financial statements and Appendix A to conform to current year presentation. Investment valuation Investments in common stock, U.S. government securities, and corporate debt instruments are stated at fair value based on the quoted market price at March 31, 1998. Investments in interest bearing cash, insurance contracts, and interests in common/collective trusts are stated at fair value as determined by the trustee. Participant loans are valued at cost which approximates fair value. Security transactions and investment income Investment purchases and sales, and related realized gains or losses, are recorded on the trade date. Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date. Net realized and unrealized appreciation in fair value of investments is comprised of the change in market value compared to the cost of investments retained in the Plan, and realized gains and losses on security transactions which represent the difference between proceeds and cost. Allocation of assets The Plan participates in the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust (Master Trust) established for the investments of this plan and the other stock purchase and savings plans sponsored by the Company. Units of participation in the Master Trust are allocated to participating plans based on the relationship of individual plan contributions to the market value of the Master Trust. Earned income, realized and unrealized gains and losses, and administrative expenses are retained in the Master Trust and are allocated to participating plans by the Trustee, based on units of participation on the transaction date. 3. Interests in Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Effective September 1, 1995 the Company and the Trustee entered into a new master trust agreement. On September 1, 1995, in accordance with the agreement, the Plan transferred it's investments in: the Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch Companies, Inc. Short Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Medium Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master Trust, the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master Trust, and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master Trust for units of participation in the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The Earthgrains Company, Inc.'s Common Stock Fund was also added to the Anheuser- Busch Companies, Inc. Defined Contribution Master Trust. The assets of the Master Trust are held by Mellon Bank, N.A. (Trustee). ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Notes to Financial Statements March 31, 1998 Page 10 -------------------------------------------------------------------------- At March 31, 1998 and 1997, the Plan's interest in the net assets of the Master Trust was approximately 2% and 1%, respectively. The following table presents the fair value of investments for the Master Trust: March 31, 1998 1997 Investments at fair value: Anheuser-Busch common stock $ 1,768,420,556 $ 1,764,489,350 Short-term fixed income 19,804,514 12,234,324 Medium-term fixed income 47,966,723 44,142,666 Equity index 244,609,595 86,880,218 Managed balanced 21,318,878 10,806,861 Index balanced 21,599,221 7,756,536 Participant loans 83,211,937 76,179,822 Earthgrains Company common stock 35,407,102 24,070,669 ---------------- ------------------ $ 2,242,338,526 $ 2,026,560,446 =============== ================= Investment income for the Master Trust is as follows: Year ended March 31, 1998 1997 Net appreciation in fair value of investments: Anheuser-Busch common stock $ 178,962,138 $ 353,822,133 Short-term fixed income 1,038,744 712,403 Medium-term fixed income 4,275,842 1,969,137 Equity index 53,132,525 12,218,135 Managed balanced 3,829,723 956,745 Index balanced 3,074,598 758,054 Earthgrains Company common stock 17,519,183 11,179,051 -------------- -------------- 261,832,753 381,615,658 -------------- -------------- Interest 7,889,634 6,245,287 Dividends 41,728,864 32,464,215 -------------- -------------- $ 311,451,251 $ 420,325,160 ============== ============== ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Notes to Financial Statements March 31, 1998 Page 11 - -------------------------------------------------------------------------- Financial statements for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 1998 and 1997 are included as Appendix A. 4. Federal income tax status The Internal Revenue Service has determined and informed the Company by a letter dated January 30, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. Therefore, the underlying trust of such a Plan is exempt from federal income taxes under Section 501 of the Internal Revenue Code. The Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. Benefit obligations Benefit obligations for persons who have withdrawn from participation in the Plan are as follows: March 31 1998 1997 Anheuser-Busch Companies common stock fund $ 126,318 $ 24,536 Short-term fixed income fund 24,628 51 Medium-term fixed income fund 2,244 51 Equity index fund 1,713 217 Managed balanced fund 51 Index balanced fund 3,138 52 Earthgrains Company common stock fund 2,722 180 -------- ---------- $ 160,763 $ 25,138 ========= ===========
6. Transactions with parties-in-interest At March 31, 1998, the Plan held shares of Anheuser-Busch Companies, Inc. common stock. These shares had a total cost of $12,056,090 and total market value of $25,022,961 at March 31, 1998. During the year ended March 31, 1998, transactions with the Company included aggregate purchases and sales totaling $304,859 and $667,652, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. During the year ended March 31, 1998, the Plan purchased and sold investments in the Employee Benefit Temporary Investment Fund of Mellon Bank N.A., the Plan trustee. Transactions with the Fund included aggregate purchases and sales totaling $649,360 and $633,642, respectively. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Notes to Financial Statements March 31, 1998 Page 12 -------------------------------------------------------------------------- These transactions are allowable party-in-interest transactions under Sections 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 7. Unit accounting As of October 17, 1995, the Company began allocating units to participant accounts. On March 31, 1998, the total number of units allocated to each of the funds in the Plan and the applicable net asset value (NAV) of each unit was as follows: Units Held NAV per Unit Anheuser-Busch Common Stock Fund 1,597,782 15.66 Short Term Fixed Income Fund 29,716 17.33 Medium Term Fixed Income Fund 28,390 23.49 Equity Index Fund 7,776 245.25 Managed Balanced Fund 12,575 19.00 Indexed Balanced Fund 3,389 46.42 Participant Loans 2,714,867 1.00 Earthgrains Company Common 29,230 14.62 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 1 of 4 Statement of Net Assets Available for Benefits with Fund Information March 31, 1998 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 1,764,699,829 Interest bearing cash 3,720,727 129,620 U.S. government securities 9,361,836 19,483,013 Corporate debt instruments 10,442,678 28,354,090 Insurance contracts Interest in common/collective trusts Loans to participant Earthgrains Company, Inc. common stock Other investments* 22,830 4,178,856 393,846 244,609,595 --------------- ----------- ------------ ------------ Total investments 1,768,443,386 23,983,370 48,360,569 244,609,595 --------------- ------------ ------------ ------------ Total assets 1,768,443,386 23,983,370 48,360,569 244,609,595 --------------- ------------ ------------ ------------ Liabilities Notes payable (247,200,000) - - - --------------- ------------ ------------ ------------ Total liabilities (247,200,000) - - - --------------- ------------ ------------ ------------ Net assets available for $ 1,521,243,386 $ 23,983,370 $ 48,360,569 $244,609,595 benefits =============== ============ ============ ============
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Assets Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* 1,764,699,829 Interest bearing cash 15 3,850,362 U.S. government securities 28,844,849 Corporate debt instruments 38,796,768 Insurance contracts Interest in common/collective trusts 21,318,878 10,798,861 32,117,739 Loans to participant 83,211,937 83,211,937 Earthgrains Company, Inc. common stock 35,407,087 35,407,087 Other investments* - 10,800,360 - 163,726 260,169,213 ------------ ---------- ---------- ----------- ------------- Total investments 21,318,878 21,599,221 83,211,937 35,570,828 2,247,097,784 ------------- ---------- ---------- ----------- ------------- Total assets 21,318,878 21,599,221 83,211,937 35,570,828 2,247,097,784 ------------- ---------- ---------- ----------- ------------- Liabilities Notes payable - - - - (247,200,000) ------------ ---------- ----------- ----------- ------------- Total liabilities - - - - (247,200,000) ------------ ---------- ----------- ----------- ------------- Net assets available for $ 21,318,878 $21,599,221 $ 83,211,937 $ 35,570,828 $ 1,999,897,784 benefits ============ =========== =========== =========== ==============
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 2 of 4 Statement of Net Assets Available for Benefits with Fund Information March 31, 1997 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 1,763,200,723 Interest bearing cash 1,288,627 350,368 U.S. government securities 1,901,519 31,422,938 Corporate debt instruments 10,332,805 11,217,609 Insurance contracts Interest in common/collective 1,151,751 trusts Loans to participant Earthgrains Company Inc. common stock Other investments* - 3,334,261 608,287 86,880,218 --------------- ----------- ------------ ------------ Total investments 1,764,489,350 15,568,585 44,750,953 86,880,218 --------------- ------------ ------------ ------------ Total assets 1,764,489,350 15,568,585 44,750,953 86,880,218 --------------- ------------ ------------ ------------ Liabilities Notes payable (282,100,000) - - - --------------- ------------ ------------ ------------ Total liabilities (282,100,000) - - - --------------- ------------ ------------ ------------ Net assets available for $ 1,482,389,350 $ 15,568,585 $ 44,750,953 $ 86,880,218 benefits =============== ============ ============ ============ * Represents more than 5% of net assets available for benefits.
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Assets Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* 1,763,200,723 Interest bearing cash 1,638,995 U.S. government securities 33,324,457 Corporate debt instruments 21,550,414 Insurance contracts 10,806,861 3,809,698 14,616,559 Interest in common/collective trusts 3,946,838 5,098,589 Loans to participant 76,179,822 76,179,822 Earthgrains Company Inc. common stock 24,070,669 24,070,669 Other investments* - - - - 90,822,766 ------------ ---------- ---------- ----------- ------------- Total investments 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994 ------------- ---------- ---------- ----------- ------------- Total assets 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994 ------------- ---------- ---------- ----------- ------------- Liabilities Notes payable - - - - (282,100,000) ------------ ---------- ----------- ----------- ------------- Total liabilities - - - - (282,100,000) ------------ ---------- ----------- ----------- ------------- Net assets available for $ 10,806,861 $ 7,756,536 $ 76,179,822 $ 24,070,669 $ 1,748,402,994 benefits ============ =========== =========== =========== ==============
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 3 of 4 Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended March 31, 1998 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 59,963,043 $ 1,211,998 $ 2,770,456 $11,176,034 Employer 15,491,761 - - - -------------- ----------- ------------ ----------- Total contributions 75,454,804 1,211,998 2,770,456 11,176,034 Investment income: Interest 885,882 1,004,353 2,840,890 2,800,378 Dividends 41,728,864 Net realized and unrealized appreciation in fair value of investments 178,962,138 29,847 1,391,974 50,332,246 -------------- ----------- ------------ ----------- Total additions 297,031,688 2,246,198 7,003,320 64,308,658 -------------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 107,016,259 4,258,766 2,520,682 8,076,962 Interest expense 23,273,250 Administrative expenses 15,815 - (11,148) - -------------- ----------- ------------ ----------- Total deductions 130,305,324 4,258,766 2,509,534 8,076,962 -------------- ----------- ------------ ----------- Net transfer in (out) (127,872,328) 10,427,353 (884,170)101,497,681 -------------- ----------- ------------ ----------- Net increase (decrease) 38,854,036 8,414,785 3,609,616 157,729,377 Net assets available for benefits: Beginning of year 1,482,389,350 15,568,585 44,750,953 86,880,218 -------------- ----------- ------------ ----------- End of year $1,521,243,386 $23,983,370 $48,360,569 $244,609,595 ============== =========== ============ ============
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains Balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 1,497,754 $ 1,149,033 $ - $ - $ 77,768,318 Employer - - - - 15,491,761 ------------ ----------- ------------ ----------- -------------- Total contributions 1,497,754 1,149,033 - - 93,260,079 Investment income: Interest 125,864 7,003,752 716 14,661,835 Dividends 151,586 41,880,450 Net realized and unrealized appreciation in fair value of investments 3,829,723 2,946,651 - 17,367,264 254,859,843 ------------ ----------- ------------ ----------- -------------- Total additions 5,327,477 4,221,548 7,003,752 17,519,566 404,662,207 ------------ ----------- ------------ ----------- -------------- Deductions from net assets attributed to: Distributions to participants 1,164,839 807,207 3,382,436 2,784,896 130,012,047 Interest expense 23,273,250 Administrative expenses - - - (15) 4,652 ------------ ----------- ------------ ----------- -------------- Total deductions 1,164,839 807,207 3,382,436 2,784,881 153,289,949 ------------ ----------- ------------ ----------- -------------- Net transfer in (out) 6,349,379 10,428,344 3,410,799 (3,234,526) 122,532 ------------ ----------- ------------ ----------- -------------- Net increase (decrease) 10,512,017 13,842,685 7,032,115 11,500,159 251,494,790 Net assets available for benefits: Beginning of year 10,806,861 7,756,536 76,179,822 24,070,669 1,748,402,994 ------------ ----------- ------------ ----------- -------------- End of year $ 21,318,878 $21,599,221 $ 83,211,937 $35,570,828 $1,999,897,784 ============ =========== ============ =========== ==============
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 4 of 4 Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended March 31, 1997 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -----------------------------------------------------------------------------------
PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Participants $ 55,969,069 $ 964,233 $ 4,624,414 $ 7,565,400 Employer 16,302,090 - - - -------------- ----------- ------------ ----------- Total contributions 72,271,159 964,233 4,624,414 7,565,400 Investment income: Interest 807,239 787,221 2,950,138 2,113,688 Dividends 40,035,045 Net realized and unrealized appreciation in fair value of investments 346,196,449 (91,609) (996,720) 10,660,053 -------------- ----------- ------------ ------------ Total additions 459,309,892 1,659,845 6,577,832 20,339,141 -------------- ----------- ------------ ------------ Deductions from net assets attributed to: Distributions to participants 89,417,709 2,217,757 2,752,761 3,232,210 Interest expense 40,338,376 Administrative expenses 14,892 - - - -------------- ----------- ------------ ----------- Total deductions 129,770,977 2,217,757 2,752,761 3,232,210 -------------- ----------- ------------ ----------- Net transfer in (out) 13,794,542 2,565,058 (7,994,169) 4,717,421 -------------- ----------- ------------ ----------- Net increase (decrease) 343,333,457 2,007,146 (4,169,098) 21,824,352 Net assets available for benefits: Beginning of year 1,139,055,893 13,561,439 48,920,051 65,055,866 -------------- ----------- ------------ ----------- End of year $1,482,389,350 $15,568,585 $ 44,750,953 $86,880,218 ============== =========== ============ ===========
PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains Balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 1,219,079 $ 822,586 $ - $ - $ 71,164,781 Employer - - - - 16,302,090 ------------ ----------- ------------ ----------- -------------- Total contributions 1,219,079 822,586 - - 87,466,871 Investment income: Interest 93,741 5,492,638 76 12,244,741 Dividends 78,837 40,113,882 Net realized and unrealized appreciation in fair value of investments 1,019,321 607,152 - 11,048,054 368,442,700 ------------ ----------- ------------ ----------- -------------- Total additions 2,238,400 1,523,479 5,492,638 11,126,967 508,268,194 ------------ ----------- ------------ ----------- -------------- Deductions from net assets attributed to: Distributions to participants 830,141 209,474 2,492,965 1,745,926 102,898,943 Interest expense 40,338,376 Administrative expenses 14,892 ------------ ----------- ------------ ----------- -------------- Total deductions 830,141 209,474 2,492,965 1,745,926 143,252,211 ------------ ----------- ------------ ----------- -------------- Net transfer in (out) (32,850) 422,471 9,208,987 (11,161,736) 11,519,724 ------------ ----------- ------------ ----------- -------------- Net increase (decrease) 1,375,409 1,736,476 12,208,660 (1,780,695) 376,535,707 Net assets available for benefits: Beginning of year 9,431,452 6,020,060 63,971,162 25,851,364 1,371,867,287 ------------ ----------- ------------ ----------- -------------- End of year $ 10,806,861 $ 7,756,536 $ 76,179,822 $24,070,669 $1,748,402,994 ============ =========== ============ =========== ==============
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