-----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, Fmo6WeId6kzZcvH6S9kssRCfvd9rsDljQdhpcgC7SmAJ7mzkBXbmDOR9emFQqsuL KGwZMZpdJzwZz8tM3sElbA== /in/edgar/work/0000950114-00-000081/0000950114-00-000081.txt : 20000927 0000950114-00-000081.hdr.sgml : 20000927 ACCESSION NUMBER: 0000950114-00-000081 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANHEUSER BUSCH COMPANIES INC CENTRAL INDEX KEY: 0000310569 STANDARD INDUSTRIAL CLASSIFICATION: [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: 728045 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 0001.txt AMENDMENT 2 TO FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A (AMENDMENT 2) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 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 6 1/2% DEBENTURES DUE JANUARY 1, 2028 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 . --- --- 2 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. [ ] State the aggregate market value of the voting stock held by nonaffiliates of the registrant. $28,643,738,560 AS OF FEBRUARY 29, 2000 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 452,656,492 SHARES AS OF MARCH 8, 2000 DOCUMENTS INCORPORATED BY REFERENCE Portions of Annual Report to Shareholders for the Year Ended December 31, 1999........... PART I, PART II, and PART IV Portions of Definitive Proxy Statement for Annual Meeting of Shareholders on April 26, 2000....................................... PART III ======================================================================== Item 14 on pages 9 through 11 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1999 is amended by the addition of the following exhibits: Exhibit 23.2 -Consent of Independent Accountants Exhibit 23.3 -Consent of Independent Accountants Exhibit 23.4 -Consent of Independent Accountants Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for the fiscal year ended March 31, 2000. Exhibit 99.3 -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, 2000. Exhibit 99.4 -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, 2000. 3 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, 2000 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, 2000 - ----------------------------- Director (Principal Executive Officer) (August A. Busch III) W. Randolph Baker Vice President and Chief Financial September 25, 2000 - ----------------------------- Officer (Principal Financial Officer) (W. Randolph Baker) John F. Kelly Vice President and Controller September 25, 2000 - ----------------------------- (Principal Accounting Officer) (John F. Kelly) Bernard A. Edison Director September 25, 2000 - ----------------------------- (Bernard A. Edison) Carlos Fernandez G. Director September 25, 2000 - ----------------------------- (Carlos Fernandez G.) John E. Jacob Director September 25, 2000 - ----------------------------- (John E. Jacob) James R. Jones Director September 25, 2000 - ----------------------------- (James R. Jones) Charles F. Knight Director September 25, 2000 - ----------------------------- (Charles F. Knight) Director September 25, 2000 - ----------------------------- (Vernon R. Loucks, Jr.) Vilma S. Martinez Director September 25, 2000 - ----------------------------- (Vilma S. Martinez) 4 James B. Orthwein Director September 25, 2000 - ----------------------------- (James B. Orthwein) William Porter Payne Director September 25, 2000 - ----------------------------- (William Porter Payne) Joyce M. Roche Director September 25, 2000 - ----------------------------- (Joyce M. Roche) Director September 25, 2000 - ----------------------------- (Patrick T. Stokes) Andrew C. Taylor Director September 25, 2000 - ----------------------------- (Andrew C. Taylor) Douglas A. Warner III Director September 25, 2000 - ----------------------------- (Douglas A. Warner III) Edward E. Whitacre, Jr. Director September 25, 2000 - ----------------------------- (Edward E. Whitacre, Jr.) JOBETH G. BROWN - ----------------------------- September 25, 2000 JoBeth G. Brown Attorney in Fact
EXHIBIT INDEX Exhibit 23.2 -Consent of Independent Accountants Exhibit 23.3 -Consent of Independent Accountants Exhibit 23.4 -Consent of Independent Accountants Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for the fiscal year ended March 31, 2000. Exhibit 99.3 -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, 2000. Exhibit 99.4 -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, 2000. EX-23.2 2 0002.txt PWC CONSENT OF INDEPENDENT ACCOUNTANTS 23.2 1 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. 33-39715 and No. 33-58221) of our report dated February 1, 2000 relating to the financial statements, which appears in the 1999 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in Anheuser-Busch Companies, Inc. Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated February 1, 2000 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in this Registration Statement of our report dated July 28, 2000, relating to the financial statements, which appears in the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan on Form 11-K for the year ended March 31, 2000. /s/PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri September 25, 2000 EX-23.3 3 0003.txt PWC CONSENT OF INDEPENDENT ACCOUNTANTS 23.3 1 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. 33-39714 and No. 33-58241) of our report dated February 1, 2000 relating to the financial statements, which appears in the 1999 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in Anheuser-Busch Companies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated February 1, 2000 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in this Registration Statement of our report dated July 28, 2000, relating to the financial statements, which appears in 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, 2000. /s/PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri September 25, 2000 EX-23.4 4 0004.txt PWC CONSENT OF INDEPENDENT ACCOUNTANTS 23.4 1 Exhibit 23.4 [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. 33-46846 and No. 333-71309) of our report dated February 1, 2000 relating to the financial statements, which appears in the 1999 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in Anheuser-Busch Companies, Inc. Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated February 1, 2000 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in this Registration Statement of our report dated July 28, 2000, relating to the financial statements, which appears in 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, 2000. /s/PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri September 25, 2000 EX-99.2 5 0005.txt A-B DEFERRED INCOME STOCK PURCHASE & SAVINGS PLAN 1 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, 2000 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 2 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 Accountant Statements of Net Assets Available for Benefits Statement of Changes in Net Assets Available for Benefits Notes to Financial Statements Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Statements of Net Assets Available for Benefits with Fund Information and Statements of Changes in Net Assets Available for Benefits with Fund Information (Appendix A) (b) Exhibits: None [FN] Schedules required by 29 CFR 2520.103-10 of Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2 3 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, 2000 3 4 [PRICEWATERHOUSECOOPERS LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 REPORT OF INDEPENDENT ACCOUNTANT To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement 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, 2000 and 1999, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. 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 auditing standards generally accepted in the United States, 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. /s/ PricewaterhouseCoopers LLP July 28, 2000 5 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2000 AND 1999 - --------------------------------------------------------------------------------------------------------------
MARCH 31, 2000 1999 ASSETS Contributions receivable: Participants $ 1,815,126 $ -- Employer 914,547 -- -------------- -------------- 2,729,673 -- -------------- -------------- Interest in Master Trust 1,465,137,827 1,720,403,296 Total assets 1,467,867,500 1,720,403,296 -------------- -------------- LIABILITIES Notes payable (86,100,000) (105,250,000) -------------- -------------- Total liabilities (86,100,000) (105,250,000) -------------- -------------- Net assets available for benefits $1,381,767,500 $1,615,153,296 ============== ============== The accompanying notes are an integral part of these financial statements. -2- 6 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2000 AND 1999 - --------------------------------------------------------------------------------------------------------------------- FOR THE YEAR ENDED MARCH 31, 2000 1999 Additions to net assets attributed to: Contributions: Participants $ 45,196,832 $ 44,047,706 Employer 870,165 1,626,930 -------------- -------------- Total contributions 46,066,997 45,674,636 Investment income: Interest 4,101,989 3,873,927 Dividends 3,714,046 4,300,277 Net realized and unrealized (depreciation) appreciation in fair value of investments (196,957,490) 591,045,830 -------------- -------------- Total additions (deductions) (143,074,458) 644,894,670 -------------- -------------- Deductions from net assets attributed to: Distributions to participants 81,098,032 69,552,245 Interest expense 8,683,125 10,095,030 Administrative expenses 18,112 13,437 -------------- -------------- Total deductions 89,799,269 79,660,712 -------------- -------------- Net transfers (out) in (512,069) 2,625,489 -------------- -------------- Net (decrease) increase (233,385,796) 567,859,447 Net assets available for benefits: Beginning of year 1,615,153,296 1,047,293,849 -------------- -------------- End of year $1,381,767,500 $1,615,153,296 ============== ============== The accompanying notes are an integral part of these financial statements.
-3- 7 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ 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 Original 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 following is intended to provide only a general description of the Plan's provisions. Participants should refer to the Plan document for more complete information. 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 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. 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. -4- 8 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ 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 their 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 their 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 100% of the aggregate participant contributions. The Company may, however, 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 made by transferring shares of Anheuser-Busch Common Stock from the ESOP and allocating the shares to participants who have account balances as of the end of the Plan year and are required to be made within 180 days of the Plan's year end. For the year ended March 31, 2000, 159,985 shares with a value of $10,709,064 were transferred from the ESOP to participant accounts on April 5, 2000 for the required Supplemental Contribution. For the year ended March 31, 1999, 40,240 shares with a value of $2,997,886 were transferred from the ESOP to participant accounts on April 6, 1999 for the required Supplemental Contribution. -5- 9 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ Employee contributions vest and become non-forfeitable immediately. Company contributions for participants actively employed by the Company on or prior to March 31, 1990 vest 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" in the Company (as defined in the Plan). Forfeitures of nonvested balances reduce future employer contributions. There were $17,247 and $34,102 in forfeitures during the years ended March 31, 2000 and 1999, respectively. INVESTMENTS The Trustee maintains an Anheuser-Busch Companies, Inc. Stock Fund, an Earthgrains Company Stock Fund, a Short-Term Fixed Income Fund, a Medium-Term Fixed Income Fund, an Equity Index Fund, a Managed Balanced Fund, and an Index 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. 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 their account and the part of the Company contribution portion of their 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. -6- 10 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ 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 the Employee Retirement Income Securities Act (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 accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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. 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 each year. 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. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that -7- 11 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ changes in risks in the near term could materially affect the amounts reported in the Statement of Net Assets Available for Benefits. 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/depreciation in fair value of investments is comprised of the change in market value from the beginning to the end of the Plan year for 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. DISTRIBUTIONS TO PARTICIPANTS Distributions are recorded when paid. RECLASSIFICATIONS Certain items in the 1999 financial statements have been reclassified to conform with the 2000 presentation. 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. Effective March 26, 1996 the Earthgrains Company 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. At March 31, 2000 and 1999, the Plan's interest in the net assets of the Master Trust was approximately 56% and 53%, respectively. -8- 12 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ The following table presents the fair value of investments for the Master Trust:
MARCH 31, 2000 1999 Investments at fair value: Anheuser-Busch common stock $2,117,179,454 $2,690,248,415 Short-term fixed income 18,158,341 22,336,551 Medium-term fixed income 34,310,091 45,376,432 Equity index 312,617,971 302,006,045 Managed balanced 23,492,650 23,560,824 Index balanced 24,615,260 26,361,477 Participant loans 89,214,927 87,168,848 Earthgrains Company common stock 16,821,396 29,552,524 -------------- -------------- $2,636,410,090 $3,226,611,116 ============== ============== Represents more than 5% of net assets available for benefits.
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31, 2000 1999 Net appreciation (depreciation) in fair value of investments: Anheuser-Busch common stock $(475,135,162) $1,048,963,294 Short-term fixed income (152,262) 1,148,887 Medium-term fixed income (1,070,485) 114,341 Equity index 44,964,482 45,686,098 Managed balanced 3,215,041 2,004,553 Index balanced 2,167,089 3,289,062 Earthgrains Company common stock (8,416,585) 1,575,592 ------------- -------------- (434,427,882) 1,102,781,827 ------------- -------------- Interest 16,960,794 18,649,560 Dividends 40,311,360 39,115,247 ------------- -------------- $(377,155,728) $1,160,546,634 ============= ==============
-9- 13 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ Further financial information for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 2000 and 1999 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 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 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 collateral 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 years ended March 31, 2000 and 1999, 746,308 and 765,449 shares were released to participants, respectively. At March 31, 2000 and 1999 the Company Stock Fund held 2,796,321 and 3,542,629 unallocated shares, respectively. Principal maturities for each of the years ending March 31, are as follows: 2001 $20,000,000 2002 20,950,000 2003 22,000,000 2004 23,150,000 ----------- $86,100,000 ===========
-10- 14 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ 6. BENEFIT OBLIGATIONS Benefit obligations for persons who have withdrawn from participation in the Plan are as follows:
MARCH 31, 2000 1999 Anheuser-Busch Companies common stock fund $4,363,981 $2,220,547 Short-term fixed income fund 47,506 248,742 Medium-term fixed income fund 232,123 165,609 Equity index fund 1,351,276 622,399 Managed balanced fund 137,528 34,207 Index balanced fund 214,619 77,267 Earthgrains Company common stock fund 49,379 74,752 ---------- ---------- $6,396,412 $3,443,523 ========== ==========
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. 7. TRANSACTIONS WITH PARTIES-IN-INTEREST During the years ended March 31, 2000 and 1999, transactions with the Company included aggregate common stock purchases totaling $49,050,810 and $58,821,927, respectively, and aggregate common stock sales totaling $2,061,511 and $41,952,593, 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 years ended March 31, 2000 and 1999, 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 investment purchases totaling $74,564,760 and $111,473,934, respectively and aggregate investment sales totaling $73,050,624 and $106,799,379, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. -11- 15 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 1 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 2000 - ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $2,098,157,882 $ -- $ -- $ -- $ -- Interest bearing cash 19,021,572 -- -- -- -- U.S. government securities -- 4,311,292 -- -- -- Corporate debt instruments -- 10,651,050 -- -- -- Insurance contracts -- -- 34,310,091 -- 23,492,650 Interest in common/ collective trusts -- -- -- -- -- Loans to participants -- -- -- -- -- Earthgrains Company, Inc. common stock -- -- -- -- -- Other investments -- 3,195,999 -- 312,617,971 -- -------------- ----------- ----------- ------------ ----------- Total investments 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650 -------------- ----------- ----------- ------------ ----------- Total assets 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650 -------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (172,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total liabilities (172,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Net assets available for benefits $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $ -- $ -- $ -- $2,098,157,882 Interest bearing cash -- -- 3,751 19,025,323 U.S. government securities -- -- -- 4,311,292 Corporate debt instruments -- -- -- 10,651,050 Insurance contracts -- -- -- 57,802,741 Interest in common/ collective trusts 11,865,807 -- -- 11,865,807 Loans to participants -- 89,214,927 -- 89,214,927 Earthgrains Company, Inc. common stock -- -- 16,781,172 16,781,172 Other investments 12,749,453 -- 36,473 328,599,896 ----------- ----------- ----------- -------------- Total investments 24,615,260 89,214,927 16,821,396 2,636,410,090 ----------- ----------- ----------- -------------- Total assets 24,615,260 89,214,927 16,821,396 2,636,410,090 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (172,200,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (172,200,000) ----------- ----------- ----------- -------------- Net assets available for benefits $24,615,260 $89,214,927 $16,821,396 $2,464,210,090 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits
16 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 2 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 1999 - ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $2,673,153,056 $ -- $ -- $ -- $ -- Interest bearing cash 17,095,359 -- -- -- -- U.S. government securities -- 8,687,849 19,234,879 -- -- Corporate debt instruments -- 13,415,531 25,908,975 -- -- Insurance contracts -- -- -- -- 23,560,824 Interest in common/ collective trusts -- -- -- -- -- Loans to participants -- -- -- -- -- Earthgrains Company, Inc. common stock -- -- -- -- -- Other investments -- 233,171 232,578 302,006,045 -- -------------- ----------- ----------- ------------ ----------- Total investments 2,690,248,415 22,336,551 45,376,432 302,006,045 23,560,824 -------------- ----------- ----------- ------------ ----------- Total assets 2,690,248,415 22,336,551 45,376,432 302,006,045 23,560,824 -------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (210,500,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total liabilities (210,500,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Net assets available for benefits $2,479,748,415 $22,336,551 $45,376,432 $302,006,045 $23,560,824 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $ -- $ -- $ -- $2,673,153,056 Interest bearing cash -- -- 41 17,095,400 U.S. government securities -- -- -- 27,922,728 Corporate debt instruments -- -- -- 39,324,506 Insurance contracts -- -- -- 23,560,824 Interest in common/ collective trusts 26,361,477 -- -- 26,361,477 Loans to participants -- 87,168,848 -- 87,168,848 Earthgrains Company, Inc. common stock -- -- 29,477,579 29,477,579 Other investments -- -- 74,904 302,546,698 ----------- ----------- ----------- -------------- Total investments 26,361,477 87,168,848 29,552,524 3,226,611,116 ----------- ----------- ----------- -------------- Total assets 26,361,477 87,168,848 29,552,524 3,226,611,116 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (210,500,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (210,500,000) ----------- ----------- ----------- -------------- Net assets available for benefits $26,361,477 $87,168,848 $29,552,524 $3,016,111,116 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits
17 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 3 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 2000 - ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND Additions to net assets attributed to: Contributions: Participants $ 56,713,153 $ 872,836 $ 1,953,230 $ 15,430,838 $ 1,401,989 Employer 1,875,698 -- -- -- -- -------------- ----------- ------------ ------------ ----------- Total contributions 58,588,851 872,836 1,953,230 15,430,838 1,401,989 Investment income: Interest 2,178,020 1,151,033 1,681,010 4,560,507 -- Dividends 40,081,760 -- -- -- -- Net realized and unrealized appreciation (depreciation) in fair value of investments (475,135,162) (152,262) (1,070,485) 44,964,482 3,215,041 -------------- ----------- ------------ ------------ ----------- Total additions (374,286,531) 1,871,607 2,563,755 64,955,827 4,617,030 -------------- ----------- ------------ ------------ ----------- Deductions from net assets attributed to: Distributions to participants 189,895,233 6,424,286 4,175,506 25,748,533 1,912,599 Interest expense 17,366,250 -- -- -- -- Administrative expenses 38,459 -- -- -- -- -------------- ----------- ------------ ------------ ----------- Total deductions 207,299,942 6,424,286 4,175,506 25,748,533 1,912,599 -------------- ----------- ------------ ------------ ----------- Net transfers in (out) 46,817,512 374,469 (9,454,590) (28,595,368) (2,772,605) -------------- ----------- ------------ ------------ ----------- Net increase (decrease) (534,768,961) (4,178,210) (11,066,341) 10,611,926 (68,174) Net assets available for benefits: Beginning of year 2,479,748,415 22,336,551 45,376,432 302,006,045 23,560,824 -------------- ----------- ------------ ------------ ----------- End of year $1,944,979,454 $18,158,341 $ 34,310,091 $312,617,971 $23,492,650 ============== =========== ============ ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 1,433,141 $ -- $ -- $ 77,805,187 Employer -- -- -- 1,875,698 ----------- ----------- ------------ -------------- Total contributions 1,433,141 -- -- 79,680,885 Investment income: Interest 193,363 7,196,680 181 16,960,794 Dividends -- -- 229,600 40,311,360 Net realized and unrealized appreciation (depreciation) in fair value of investments 2,167,089 -- (8,416,585) (434,427,882) ----------- ----------- ------------ -------------- Total additions 3,793,593 7,196,680 (8,186,804) (297,474,843) ----------- ----------- ------------ -------------- Deductions from net assets attributed to: Distributions to participants 2,213,787 1,132,676 2,468,730 233,971,350 Interest expense -- -- -- 17,366,250 Administrative expenses -- -- -- 38,459 ----------- ----------- ------------ -------------- Total deductions 2,213,787 1,132,676 2,468,730 251,376,059 ----------- ----------- ------------ -------------- Net transfers in (out) (3,326,023) (4,017,925) (2,075,594) (3,050,124) ----------- ----------- ------------ -------------- Net increase (decrease) (1,746,217) 2,046,079 (12,731,128) (551,901,026) Net assets available for benefits: Beginning of year 26,361,477 87,168,848 29,552,524 3,016,111,116 ----------- ----------- ------------ -------------- End of year $24,615,260 $89,214,927 $ 16,821,396 $2,464,210,090 =========== =========== ============ ==============
18 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 4 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 1999 - ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND Additions to net assets attributed to: Contributions: Participants $ 56,239,131 $ 934,830 $ 2,369,554 $ 16,634,437 $ 1,670,801 Employer 4,569,194 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total contributions 60,808,325 934,830 2,369,554 16,634,437 1,670,801 Investment income: Interest 1,622,339 1,436,593 2,896,665 5,305,433 120 Dividends 38,905,478 -- -- -- -- Net realized and unrealized appreciation in fair value of investments 1,048,963,294 1,148,887 114,341 45,686,098 2,004,553 -------------- ----------- ----------- ------------ ----------- Total additions 1,150,299,436 3,520,310 5,380,560 67,625,968 3,675,474 -------------- ----------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 158,224,057 7,902,458 5,951,000 23,801,297 1,289,091 Interest expense 20,292,030 -- -- -- -- Administrative expenses 30,996 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total deductions 178,547,083 7,902,458 5,951,000 23,801,297 1,289,091 -------------- ----------- ----------- ------------ ----------- Net transfers (out) in (13,247,324) 2,735,329 (2,413,697) 13,571,779 (144,437) -------------- ----------- ----------- ------------ ----------- Net increase (decrease) 958,505,029 (1,646,819) (2,984,137) 57,396,450 2,241,946 Net assets available for benefits: Beginning of year 1,521,243,386 23,983,370 48,360,569 244,609,595 21,318,878 -------------- ----------- ----------- ------------ ----------- End of year $2,479,748,415 $22,336,551 $45,376,432 $302,006,045 $23,560,824 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 1,453,067 $ -- $ -- $ 79,301,820 Employer -- -- -- 4,569,194 ----------- ----------- ----------- -------------- Total contributions 1,453,067 -- -- 83,871,014 Investment income: Interest -- 7,388,292 118 18,649,560 Dividends -- -- 209,769 39,115,247 Net realized and unrealized appreciation in fair value of investments 3,289,062 -- 1,575,592 1,102,781,827 ----------- ----------- ----------- -------------- Total additions 4,742,129 7,388,292 1,785,479 1,244,417,648 ----------- ----------- ----------- -------------- Deductions from net assets attributed to: Distributions to participants 2,660,475 3,023,381 4,505,220 207,356,979 Interest expense -- -- -- 20,292,030 Administrative expenses -- -- -- 30,996 ----------- ----------- ----------- -------------- Total deductions 2,660,475 3,023,381 4,505,220 227,680,005 ----------- ----------- ----------- -------------- Net transfers (out) in 2,680,602 (408,000) (3,298,563) (524,311) ----------- ----------- ----------- -------------- Net increase (decrease) 4,762,256 3,956,911 (6,018,304) 1,016,213,332 Net assets available for benefits: Beginning of year 21,599,221 83,211,937 35,570,828 1,999,897,784 ----------- ----------- ----------- -------------- End of year $26,361,477 $87,168,848 $29,552,524 $3,061,111,116 =========== =========== =========== ==============
EX-99.3 6 0006.txt A-B DEF INC STOCK PUR/EMPLOYEES COVERED BY A COLL 1 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, 2000 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 2 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 Accountant Statement of Net Assets Available for Benefits Statement of Changes in Net Assets Available for Benefits Notes to Financial Statements Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Statements of Net Assets Available for Benefits with Fund Information and Statements of Changes in Net Assets Available for Benefits with Fund Information (Appendix A) (b) Exhibits: None [FN] Schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2 3 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, 2000 3 4 [PRICEWATERHOUSECOOPERS LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 REPORT OF INDEPENDENT ACCOUNTANT To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) In our opinion, the accompanying statement of net assets available for benefits and the related statement 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, 2000 and 1999, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. 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 auditing standards generally accepted in the United States, 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. /s/ PricewaterhouseCoopers LLP July 28, 2000 5 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2000 AND 1999 - ------------------------------------------------------------------------------
MARCH 31, 2000 1999 ASSETS Contributions receivable Participants $ 592,498 $ -- Employer 259,247 -- -------------- -------------- 851,745 -- -------------- -------------- Interest in Master Trust 1,128,420,136 1,459,166,214 Total assets 1,129,271,881 1,459,166,214 -------------- -------------- LIABILITIES Notes payable (86,100,000) (105,250,000) -------------- -------------- Total liabilities (86,100,000) (105,250,000) -------------- -------------- Net assets available for benefits $1,043,171,881 $1,353,916,214 ============== ============== The accompanying notes are an integral part of these financial statements.
-2- 6 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 MARCH 31, 2000 AND 1999 - -------------------------------------------------------------------------------------------------
YEAR ENDED MARCH 31, 2000 1999 Additions to net assets attributed to: Contributions: Participants $ 32,043,314 $ 30,198,696 Employer 256,248 258,018 -------------- -------------- Total contributions 32,299,562 30,456,714 Investment income: Interest 4,596,631 4,547,328 Dividends 3,832,236 4,247,249 Net realized and unrealized (depreciation) appreciation in fair value of investments (190,906,215) 535,669,300 -------------- -------------- Total additions (deductions) (150,177,786) 574,920,591 -------------- -------------- Deductions from net assets attributed to: Distributions to participants 149,590,706 134,425,567 Interest expense 8,683,125 10,197,000 Administrative expenses 20,347 17,559 -------------- -------------- Total deductions 158,294,178 144,640,126 Net transfers out (2,272,369) (553,871) -------------- -------------- Net (decrease) increase (310,744,333) 429,726,594 Net assets available for benefits: Beginning of year 1,353,916,214 924,189,620 -------------- -------------- End of year $1,043,171,881 $1,353,916,214 ============== ============== The accompanying notes are an integral part of these financial statements.
-3- 7 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ 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. The following 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. -4- 8 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ 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 their 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 their 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 100% of the aggregate participant contributions. The Company may, however, 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 made by transferring shares of Anheuser-Busch Common Stock from the ESOP and allocating the shares to participants who have account balances as of the end of the Plan year and are required to be made within 180 days of the Plan's year end. For the year ended March 31, 2000, 93,353 shares with a value of $5,431,978 were transferred from the ESOP to participant accounts on March 29, 2000 as well as 17,353 shares with a value of $1,161,586 on April 5, 2000 for the required Supplemental Contribution. For the year ended March 31, 1999, 10,251 shares with a value of $761,137 were transferred from the ESOP to participant accounts on March 30, 1999 as well as 14,958 shares with a value of $1,114,438 on April 6, 1999 for the required Supplemental Contribution. Employee contributions vest and become non-forfeitable immediately. Company contributions for participants actively employed by the Company on or prior to March 31, 1990 vest immediately. 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 -5- 9 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ contributions. There were $2,937 and $1,045 of forfeitures during the years ended March 31, 2000 and 1999, respectively. INVESTMENTS The Trustee maintains an Anheuser-Busch Companies, Inc. Stock Fund, an Earthgrains Company, Inc. Stock Fund, a Short-Term Fixed Income Fund, a Medium-Term Fixed Income Fund, an Equity Index Fund, a Managed Balanced Fund, and an Index 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. 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 their account and the part of the Company contribution portion of their 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. -6- 10 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ 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. 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 the Employee Retirement Income Securities Act (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 accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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. 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 each year. 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. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the Statement of Net Assets Available for Benefits. 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/depreciation in fair value of investments is comprised of the change in market value from the beginning to the end of the Plan year for -7- 11 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ 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. DISTRIBUTIONS TO PARTICIPANTS Distributions are recorded when paid. RECLASSIFICATIONS Certain items in the 1999 financial statements have been reclassified to conform with the 2000 presentation. 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 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. Effective March 26, 1996 the Earthgrains Company 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. At March 31, 2000 and 1999, the Plan's interest in the net assets of the Master Trust was approximately 42% and 45%, respectively. -8- 12 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ----------------------------------------------------------------------------------- The following table presents the fair value of investments for the Master Trust:
MARCH 31, 2000 1999 Investments at fair value: Anheuser-Busch common stock $2,117,179,454 $2,690,248,415 Short-term fixed income 18,158,341 22,336,551 Medium-term fixed income 34,310,091 45,376,432 Equity index 312,617,971 302,006,045 Managed balanced 23,492,650 23,560,824 Index balanced 24,615,260 26,361,477 Participant loans 89,214,927 87,168,848 Earthgrains Company common stock 16,821,396 29,552,524 -------------- -------------- $2,636,410,090 $3,226,611,116 ============== ============== Represents more than 5% of net assets available for benefits.
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31, 2000 1999 Net appreciation (depreciation) in fair value of investments: Anheuser-Busch common stock $(475,135,162) $1,048,963,294 Short-term fixed income (152,262) 1,148,887 Medium-term fixed income (1,070,485) 114,341 Equity index 44,964,482 45,686,098 Managed balanced 3,215,041 2,004,553 Index balanced 2,167,089 3,289,062 Earthgrains Company common stock (8,416,585) 1,575,592 ------------- -------------- (434,427,882) 1,102,781,827 ------------- -------------- Interest 16,960,794 18,649,560 Dividends 40,311,360 39,115,247 ------------- -------------- $(377,155,728) $1,160,546,634 ============= ==============
-9- 13 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ Further financial information for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 2000 and 1999 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 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 collateral for the Notes. The shares are maintained in the Anheuser-Busch Companies, Inc. 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 years ended March 31, 2000 and 1999, 746,307 and 765,449 shares were released to participants, respectively. At March 31, 2000 and 1999, the Company Stock Fund held 2,796,531 and 3,542,838 unallocated shares, respectively. Principal maturities for each of the years ending March 31, are as follows: 2001 20,000,000 2002 20,950,000 2003 22,000,000 2004 23,150,000 ----------- $86,100,000 ===========
-10- 14 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 - ------------------------------------------------------------------------------ 6. BENEFIT OBLIGATIONS Benefit obligations for persons who have withdrawn from participation in the Plan are as follows:
MARCH 31, 2000 1999 Investments at fair value: Anheuser-Busch common stock $3,807,413 $4,665,546 Short-term fixed income 4,942 248,742 Medium-term fixed income 30,307 165,609 Equity index 280,598 622,399 Managed balanced 22,425 34,207 Index balanced 11,376 77,267 Earthgrains Company common stock 39,140 74,752 ---------- ---------- $4,196,201 $5,888,522 ========== ==========
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. 7. TRANSACTIONS WITH PARTIES-IN-INTEREST During the years ended March 31, 2000 and 1999, transactions with the Company included aggregate common stock purchases totaling $36,788,108 and $47,928,978, respectively and aggregate common stock sales totaling $64,685,498 and $73,081,483, 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 years ended March 31, 2000 and 1999, 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 investment purchases totaling $60,447,410 and $114,233,149, respectively and aggregate investment sales totaling $60,744,865 and $105,703,029, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. -11- 15 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 1 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 2000 - ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $2,098,157,882 $ -- $ -- $ -- $ -- Interest bearing cash 19,021,572 U.S. government securities -- 4,311,292 -- -- -- Corporate debt instruments -- 10,651,050 -- -- -- Insurance contracts -- -- 34,310,091 -- 23,492,650 Interest in common/ collective trusts -- -- -- -- -- Loans to participants -- -- -- -- -- Earthgrains Company, Inc. common stock -- -- -- -- -- Other investments -- 3,195,999 -- 312,617,971 -- -------------- ----------- ----------- ------------ ----------- Total investments 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650 -------------- ----------- ----------- ------------ ----------- Total assets 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650 -------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (172,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total liabilities (172,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Net assets available for benefits $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $ -- $ -- $ -- $2,098,157,882 Interest bearing cash 3,751 19,025,323 U.S. government securities -- -- -- 4,311,292 Corporate debt instruments -- -- -- 10,651,050 Insurance contracts -- -- -- 57,802,741 Interest in common/ collective trusts 11,865,807 -- -- 11,865,807 Loans to participants -- 89,214,927 -- 89,214,927 Earthgrains Company, Inc. common stock -- -- 16,781,172 16,781,172 Other investments 12,749,453 -- 36,473 328,599,896 ----------- ----------- ----------- -------------- Total investments 24,615,260 89,214,927 16,821,396 2,636,410,090 ----------- ----------- ----------- -------------- Total assets 24,615,260 89,214,927 16,821,396 2,636,410,090 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (172,200,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (172,200,000) ----------- ----------- ----------- -------------- Net assets available for benefits $24,615,260 $89,214,927 $16,821,396 $2,464,210,090 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits
16 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 2 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 1999 - ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Cash Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock $2,673,153,056 $ -- $ -- $ -- $ -- Interest bearing cash 17,095,359 -- -- -- -- U.S. government securities -- 8,687,849 19,234,879 -- -- Corporate debt instruments -- 13,415,531 25,908,975 -- -- Insurance contracts -- -- -- -- 23,560,824 Interest in common/ collective trusts -- -- -- -- -- Loans to participants -- -- -- -- -- Earthgrains Company, Inc. common stock -- -- -- -- -- Other investments -- 233,171 232,578 302,006,045 -- -------------- ----------- ----------- ------------ ----------- Total investments 2,690,248,415 22,336,551 45,376,432 302,006,045 23,560,824 -------------- ----------- ----------- ------------ ----------- Total assets 2,690,248,415 22,336,551 45,376,432 302,006,045 23,560,824 -------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (210,500,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total liabilities (210,500,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Net assets available for benefits $2,479,748,415 $22,336,551 $45,376,432 $302,006,045 $23,560,824 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL ASSETS Cash Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock $ -- $ -- $ -- $2,673,153,056 Interest bearing cash -- -- 41 17,095,400 U.S. government securities -- -- -- 27,922,728 Corporate debt instruments -- -- -- 39,324,506 Insurance contracts -- -- -- 23,560,824 Interest in common/ collective trusts 26,361,477 -- -- 26,361,477 Loans to participants -- 87,168,848 -- 87,168,848 Earthgrains Company, Inc. common stock -- -- 29,477,579 29,477,579 Other investments -- -- 74,904 302,546,698 ----------- ----------- ----------- -------------- Total investments 26,361,477 87,168,848 29,552,524 3,226,611,116 ----------- ----------- ----------- -------------- Total assets 26,361,477 87,168,848 29,552,524 3,226,611,116 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (210,500,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (210,500,000) ----------- ----------- ----------- -------------- Net assets available for benefits $26,361,477 $87,168,848 $29,552,524 $3,016,111,116 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits
17 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 3 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 2000 - ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND Additions to net assets attributed to: Contributions: Participants $ 56,713,153 $ 872,836 $ 1,953,230 $ 15,430,838 $ 1,401,989 Employer 1,875,698 -- -- -- -- -------------- ----------- ------------ ------------ ----------- Total contributions 58,588,851 872,836 1,953,230 15,430,838 1,401,989 Investment income: Interest 2,178,020 1,151,033 1,681,010 4,560,507 -- Dividends 40,081,760 -- -- -- -- Net realized and unrealized appreciation (depreciation) in fair value of investments (475,135,162) (152,262) (1,070,485) 44,964,482 3,215,041 -------------- ----------- ------------ ------------ ----------- Total additions (374,286,531) 1,871,607 2,563,755 64,955,827 4,617,030 -------------- ----------- ------------ ------------ ----------- Deductions from net assets attributed to: Distributions to participants 189,895,233 6,424,286 4,175,506 25,748,533 1,912,599 Interest expense 17,366,250 -- -- -- -- Administrative expenses 38,459 -- -- -- -- -------------- ----------- ------------ ------------ ----------- Total deductions 207,299,942 6,424,286 4,175,506 25,748,533 1,912,599 -------------- ----------- ------------ ------------ ----------- Net transfers in (out) 46,817,512 374,469 (9,454,590) (28,595,368) (2,772,605) -------------- ----------- ------------ ------------ ----------- Net increase (decrease) (534,768,961) (4,178,210) (11,066,341) 10,611,926 (68,174) Net assets available for benefits: Beginning of year 2,479,748,415 22,336,551 45,376,432 302,006,045 23,560,824 -------------- ----------- ------------ ------------ ----------- End of year $1,944,979,454 $18,158,341 $ 34,310,091 $312,617,971 $23,492,650 ============== =========== ============ ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 1,433,141 $ -- $ -- $ 77,805,187 Employer -- -- -- 1,875,698 ----------- ----------- ------------ -------------- Total contributions 1,433,141 -- -- 79,680,885 Investment income: Interest 193,363 7,196,680 181 16,960,794 Dividends -- -- 229,600 40,311,360 Net realized and unrealized appreciation (depreciation) in fair value of investments 2,167,089 -- (8,416,585) (434,427,882) ----------- ----------- ------------ -------------- Total additions 3,793,593 7,196,680 (8,186,804) (297,474,843) ----------- ----------- ------------ -------------- Deductions from net assets attributed to: Distributions to participants 2,213,787 1,132,676 2,468,730 233,971,350 Interest expense -- -- -- 17,366,250 Administrative expenses -- -- -- 38,459 ----------- ----------- ------------ -------------- Total deductions 2,213,787 1,132,676 2,468,730 251,376,059 ----------- ----------- ------------ -------------- Net transfers in (out) (3,326,023) (4,017,925) (2,075,594) (3,050,124) ----------- ----------- ------------ -------------- Net increase (decrease) (1,746,217) 2,046,079 (12,731,128) (551,901,026) Net assets available for benefits: Beginning of year 26,361,477 87,168,848 29,552,524 3,016,111,116 ----------- ----------- ------------ -------------- End of year $24,615,260 $89,214,927 $ 16,821,396 $2,464,210,090 =========== =========== ============ ==============
18 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 4 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 1999 - ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND Additions to net assets attributed to: Contributions: Participants $ 56,239,131 $ 934,830 $ 2,369,554 $ 16,634,437 $ 1,670,801 Employer 4,569,194 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total contributions 60,808,325 934,830 2,369,554 16,634,437 1,670,801 Investment income: Interest 1,622,339 1,436,593 2,896,665 5,305,433 120 Dividends 38,905,478 -- -- -- -- Net realized and unrealized appreciation in fair value of investments 1,048,963,294 1,148,887 114,341 45,686,098 2,004,553 -------------- ----------- ----------- ------------ ----------- Total additions 1,150,299,436 3,520,310 5,380,560 67,625,968 3,675,474 -------------- ----------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 158,224,057 7,902,458 5,951,000 23,801,297 1,289,091 Interest expense 20,292,030 -- -- -- -- Administrative expenses 30,996 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total deductions 178,547,083 7,902,458 5,951,000 23,801,297 1,289,091 -------------- ----------- ----------- ------------ ----------- Net transfers (out) in (13,247,324) 2,735,329 (2,413,697) 13,571,779 (144,437) -------------- ----------- ----------- ------------ ----------- Net increase (decrease) 958,505,029 (1,646,819) (2,984,137) 57,396,450 2,241,946 Net assets available for benefits: Beginning of year 1,521,243,386 23,983,370 48,360,569 244,609,595 21,318,878 -------------- ----------- ----------- ------------ ----------- End of year $2,479,748,415 $22,336,551 $45,376,432 $302,006,045 $23,560,824 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 1,453,067 $ -- $ -- $ 79,301,820 Employer -- -- -- 4,569,194 ----------- ----------- ----------- -------------- Total contributions 1,453,067 -- -- 83,871,014 Investment income: Interest -- 7,388,292 118 18,649,560 Dividends -- -- 209,769 39,115,247 Net realized and unrealized appreciation in fair value of investments 3,289,062 -- 1,575,592 1,102,781,827 ----------- ----------- ----------- -------------- Total additions 4,742,129 7,388,292 1,785,479 1,244,417,648 ----------- ----------- ----------- -------------- Deductions from net assets attributed to: Distributions to participants 2,660,475 3,023,381 4,505,220 207,356,979 Interest expense -- -- -- 20,292,030 Administrative expenses -- -- -- 30,996 ----------- ----------- ----------- -------------- Total deductions 2,660,475 3,023,381 4,505,220 227,680,005 ----------- ----------- ----------- -------------- Net transfers (out) in 2,680,602 (408,000) (3,298,563) (524,311) ----------- ----------- ----------- -------------- Net increase (decrease) 4,762,256 3,956,911 (6,018,304) 1,016,213,332 Net assets available for benefits: Beginning of year 21,599,221 83,211,937 35,570,828 1,999,897,784 ----------- ----------- ----------- -------------- End of year $26,361,477 $87,168,848 $29,552,524 $3,016,111,116 =========== =========== =========== ==============
EX-99.4 7 0007.txt A-B PURCHASE PLAN FOR HOURLY EMPLOYEES AND SUBS 1 Exhibit 99.4 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, 2000 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 2 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 Accountant Statement of Net Assets Available for Benefits Statement of Changes in Net Assets Available for Benefits Notes to Financial Statements Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Statements of Net Assets Available for Benefits with Fund Information and Statements of Changes in Net Assets Available for Benefits with Fund Information (Appendix A) (b) Exhibits: None [FN] Schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2 3 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, 2000 3 4 [PRICEWATERHOUSECOOPERS LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 REPORT OF INDEPENDENT ACCOUNTANT 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) In our opinion, the accompanying statement of net assets available for benefits and the related statement 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), at March 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. 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 auditing standards generally accepted in the United States, 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. /s/ PricewaterhouseCoopers LLP July 28, 2000 5 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 MARCH 31, 2000 AND 1999 - ---------------------------------------------------------------------------------
MARCH 31, 2000 1999 ASSETS Contributions receivable: Participants $ 105,707 $ -- Employer 878,210 209,120 ----------- ----------- 983,917 209,120 ----------- ----------- Interest in Master Trust 43,050,762 46,974,474 Total assets 44,034,679 47,183,594 ----------- ----------- LIABILITIES Total liabilities -- -- ----------- ----------- Net assets available for benefits $44,034,679 $47,183,594 =========== =========== The accompanying notes are an integral part of these financial statements.
-2- 6 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 MARCH 31, 2000 AND 1999 - --------------------------------------------------------------------------------------------------
YEAR ENDED MARCH 31, 2000 1999 Additions to net assets attributed to: Contributions: Participants $ 3,078,372 $ 2,753,757 Employer 2,592,169 1,774,723 ----------- ----------- Total contributions 5,670,541 4,528,480 Investment income: Interest 294,232 241,023 Net realized and unrealized (depreciation) appreciation in fair value of investments (6,363,211) 16,621,699 ----------- ----------- Total additions (deductions) (398,438) 21,391,202 ----------- ----------- Deductions from net assets attributed to: Distributions to participants 2,484,791 3,379,167 ----------- ----------- Net transfers out (265,686) (2,504,426) ----------- ----------- Net (decrease) increase (3,148,915) 15,507,609 Net assets available for benefits: Beginning of year 47,183,594 31,675,985 ----------- ----------- End of year $44,034,679 $47,183,594 =========== =========== The accompanying notes are an integral part of these financial statements.
-3- 7 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, 2000 AND 1999 - ------------------------------------------------------------------------------ 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. The following 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 their 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 their 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 -4- 8 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, 2000 AND 1999 - ------------------------------------------------------------------------------ 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 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, 2000 and 1999, a Supplemental Contribution of $817,718 and $209,120 was required, respectively. Employee contributions vest and become non-forfeitable immediately. Company contributions for participants actively employed by the Company on or prior to March 31, 1990 vest 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 in control" of the Company as defined by the Plan. Forfeitures of nonvested balances reduce future employer contributions. There were $4,101 and $3,349 in forfeitures during the years ended March 31, 2000 and 1999, respectively. INVESTMENTS The Trustee maintains an Anheuser-Busch Companies, Inc. Stock Fund, an Earthgrains Company Stock Fund, a Short-Term Fixed Income Fund, a Medium-Term Fixed Income Fund, an Equity Index Fund, a Managed Balanced Fund, and an Index 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. 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. -5- 9 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, 2000 AND 1999 - ------------------------------------------------------------------------------ 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 their account and the part of the Company contribution portion of their 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 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 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. 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 the Employee Retirement Income Securities Act (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 accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the -6- 10 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, 2000 AND 1999 - ------------------------------------------------------------------------------ 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. 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 each year. 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. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the Statement of Net Assets Available for Benefits. 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/depreciation in fair value of investments is comprised of the change in market value from the beginning to the end of the Plan year for 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. DISTRIBUTIONS TO PARTICIPANTS Distributions are recorded when paid. RECLASSIFICATIONS Certain items in the 1999 financial statements have been reclassified to conform with the 2000 presentation. -7- 11 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, 2000 AND 1999 - ------------------------------------------------------------------------------ 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. Effective March 26, 1996 the Earthgrains Company, 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. At March 31, 2000 and 1999, the Plan's interest in the net assets of the Master Trust was approximately 2%. The following table presents the fair value of investments for the Master Trust:
MARCH 31, 2000 1999 Investments at fair value: Anheuser-Busch common stock $2,117,179,454 $2,690,248,415 Short-term fixed income 18,158,341 22,336,551 Medium-term fixed income 34,310,091 45,376,432 Equity index 312,617,971 302,006,045 Managed balanced 23,492,650 23,560,824 Index balanced 24,615,260 26,361,477 Participant loans 89,214,927 87,168,848 Earthgrains Company common stock 16,821,396 29,552,524 -------------- -------------- $2,636,410,090 $3,226,611,116 ============== ============== Represents more than 5% of net assets available for benefits.
-8- 12 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, 2000 AND 1999 - ------------------------------------------------------------------------------ Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31, 2000 1999 Net appreciation (depreciation) in fair value of investments: Anheuser-Busch common stock $(475,135,162) $1,048,963,294 Short-term fixed income (152,262) 1,148,887 Medium-term fixed income (1,070,485) 114,341 Equity index 44,964,482 45,686,098 Managed balanced 3,215,041 2,004,553 Index balanced 2,167,089 3,289,062 Earthgrains Company common stock (8,416,585) 1,575,592 ------------- -------------- (434,427,882) 1,102,781,827 ------------- -------------- Interest 16,960,794 18,649,560 Dividends 40,311,360 39,115,247 ------------- -------------- $(377,155,728) $1,160,546,634 ============= ==============
Further financial information for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 2000 and 1999 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 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. -9- 13 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, 2000 AND 1999 - ------------------------------------------------------------------------------ 5. BENEFIT OBLIGATIONS Benefit obligations for persons who have withdrawn from participation in the Plan are as follows:
MARCH 31, 2000 1999 Anheuser-Busch Companies common stock fund $192,080 $44,985 Short-term fixed income fund 29,272 1,008 Medium-term fixed income fund 10,704 417 Equity index fund 2,753 1,372 Managed balanced fund 4,876 46 Index balanced fund 227 46 Earthgrains Company common stock fund 1,993 412 -------- ------- $241,905 $48,286 ======== =======
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. 6. TRANSACTIONS WITH PARTIES-IN-INTEREST During the years ended March 31, 2000 and 1999, transactions with the Company included aggregate common stock purchases totaling $1,751,815 and $2,178,598, respectively and aggregate common stock sales totaling $73,625 and $451,914, 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 years ended March 31, 2000 and 1999, 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 investment purchases totaling $1,463,890 and $2,086,523, respectively and aggregate investment sales totaling $1,552,778 and $1,961,043, respectively. These transactions are allowable party-in-interest transactions under Sections 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. -10- 14 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 1 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 2000 - -----------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $2,098,157,882 $ -- $ -- $ -- $ -- Interest bearing cash 19,021,572 -- -- -- -- U.S. government securities -- 4,311,292 -- -- -- Corporate debt instruments -- 10,651,050 -- -- -- Insurance contracts -- -- 34,310,091 -- 23,492,650 Interest in common/ collective trusts -- -- -- -- -- Loans to participants -- -- -- -- -- Earthgrains Company, Inc. common stock -- -- -- -- -- Other investments -- 3,195,999 -- 312,617,971 -- -------------- ----------- ----------- ------------ ----------- Total investments 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650 -------------- ----------- ----------- ------------ ----------- Total assets 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650 -------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (172,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total liabilities (172,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Net assets available for benefits $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $ -- $ -- $ -- $2,098,157,882 Interest bearing cash -- -- 3,751 19,025,323 U.S. government securities -- -- -- 4,311,292 Corporate debt instruments -- -- -- 10,651,050 Insurance contracts -- -- -- 57,802,741 Interest in common/ collective trusts 11,865,807 -- -- 11,865,807 Loans to participants -- 89,214,927 -- 89,214,927 Earthgrains Company, Inc. common stock -- -- 16,781,172 16,781,172 Other investments 12,749,453 -- 36,473 328,599,896 ----------- ----------- ----------- -------------- Total investments 24,615,260 89,214,927 16,821,396 2,636,410,090 ----------- ----------- ----------- -------------- Total assets 24,615,260 89,214,927 16,821,396 2,636,410,090 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (172,200,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (172,200,000) ----------- ----------- ----------- -------------- Net assets available for benefits $24,615,260 $89,214,927 $16,821,396 $2,464,210,090 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits
15 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 2 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 1999 - -----------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $2,673,153,056 $ -- $ -- $ -- $ -- Interest bearing cash 17,095,359 -- -- -- -- U.S. government securities -- 8,687,849 19,234,879 -- -- Corporate debt instruments -- 13,415,531 25,908,975 -- -- Insurance contracts -- -- -- -- 23,560,824 Interest in common/ collective trusts -- -- -- -- -- Loans to participants -- -- -- -- -- Earthgrains Company, Inc. common stock -- -- -- -- -- Other investments -- 233,171 232,578 302,006,045 -- -------------- ----------- ----------- ------------ ----------- Total investments 2,690,248,415 22,336,551 45,376,432 302,006,045 23,560,824 -------------- ----------- ----------- ------------ ----------- Total assets 2,690,248,415 22,336,551 45,376,432 302,006,045 23,560,824 -------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (210,500,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total liabilities (210,500,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Net assets available for benefits $2,479,748,415 $22,336,551 $45,376,432 $302,006,045 $23,560,824 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $ -- $ -- $ -- $2,673,153,056 Interest bearing cash -- -- 41 17,095,400 U.S. government securities -- -- -- 27,922,728 Corporate debt instruments -- -- -- 39,324,506 Insurance contracts -- -- -- 23,560,824 Interest in common/ collective trusts 26,361,477 -- -- 26,361,477 Loans to participants -- 87,168,848 -- 87,168,848 Earthgrains Company, Inc. common stock -- -- 29,477,579 29,477,579 Other investments -- -- 74,904 302,546,698 ----------- ----------- ----------- -------------- Total investments 26,361,477 87,168,848 29,552,524 3,226,611,116 ----------- ----------- ----------- -------------- Total assets 26,361,477 87,168,848 29,552,524 3,226,611,116 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (210,500,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (210,500,000) ----------- ----------- ----------- -------------- Net assets available for benefits $26,361,477 $87,168,848 $29,552,524 $3,016,111,116 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits
16 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 3 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 2000 - ---------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND Additions to net assets attributed to: Contributions: Participants $ 56,713,153 $ 872,836 $ 1,953,230 $ 15,430,838 $ 1,401,989 Employer 1,875,698 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total contributions 58,588,851 872,836 1,953,230 15,430,838 1,401,989 Investment income: Interest 2,178,020 1,151,033 1,681,010 4,560,507 -- Dividends 40,081,760 -- -- -- -- Net realized and unrealized appreciation (depreciation) in fair value of investments (475,135,162) (152,262) (1,070,485) 44,964,482 3,215,041 -------------- ----------- ----------- ------------ ----------- Total additions (374,286,531) 1,871,607 2,563,755 64,955,827 4,617,030 -------------- ----------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 189,895,233 6,424,286 4,175,506 25,748,533 1,912,599 Interest expense 17,366,250 -- -- -- -- Administrative expenses 38,459 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total deductions 207,299,942 6,424,286 4,175,506 25,748,533 1,912,599 -------------- ----------- ----------- ------------ ----------- Net transfers in (out) 46,817,512 374,469 (9,454,590) (28,595,368) (2,772,605) -------------- ----------- ----------- ------------ ----------- Net increase (decrease) (534,768,961) (4,178,210) (11,066,341) 10,611,926 (68,174) Net assets available for benefits: Beginning of year 2,479,748,415 22,336,551 45,376,432 302,006,045 23,560,824 -------------- ----------- ----------- ------------ ----------- End of year $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 1,433,141 $ -- $ -- $ 77,805,187 Employer -- -- -- 1,875,698 ----------- ----------- ------------ -------------- Total contributions 1,433,141 -- -- 79,680,885 Investment income: Interest 193,363 7,196,680 181 16,960,794 Dividends -- -- 229,600 40,311,360 Net realized and unrealized appreciation (depreciation) in fair value of investments 2,167,089 -- (8,416,585) (434,427,882) ----------- ----------- ------------ -------------- Total additions 3,793,593 7,196,680 (8,186,804) (297,474,843) ----------- ----------- ------------ -------------- Deductions from net assets attributed to: Distributions to participants 2,213,787 1,132,676 2,468,730 233,971,350 Interest expense -- -- -- 17,366,250 Administrative expenses -- -- -- 38,459 ----------- ----------- ------------ -------------- Total deductions 2,213,787 1,132,676 2,468,730 251,376,059 ----------- ----------- ------------ -------------- Net transfers in (out) (3,326,023) (4,017,925) (2,075,594) (3,050,124) ----------- ----------- ------------ -------------- Net increase (decrease) (1,746,217) 2,046,079 (12,731,128) (551,901,026) Net assets available for benefits: Beginning of year 26,361,477 87,168,848 29,552,524 3,016,111,116 ----------- ----------- ------------ -------------- End of year $24,615,260 $89,214,927 $ 16,821,396 $2,464,210,090 =========== =========== ============ ==============
17 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A PAGE 4 OF 4 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 1999 - ---------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND Additions to net assets attributed to: Contributions: Participants $ 56,239,131 $ 934,830 $ 2,369,554 $ 16,634,437 $ 1,670,801 Employer 4,569,194 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total contributions 60,808,325 934,830 2,369,554 16,634,437 1,670,801 Investment income: Interest 1,622,339 1,436,593 2,896,665 5,305,433 120 Dividends 38,905,478 -- -- -- -- Net realized and unrealized appreciation in fair value of investments 1,048,963,294 1,148,887 114,341 45,686,098 2,004,553 -------------- ----------- ----------- ------------ ----------- Total additions 1,150,299,436 3,520,310 5,380,560 67,625,968 3,675,474 -------------- ----------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 158,224,057 7,902,458 5,951,000 23,801,297 1,289,091 Interest expense 20,292,030 -- -- -- -- Administrative expenses 30,996 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total deductions 178,547,083 7,902,458 5,951,000 23,801,297 1,289,091 -------------- ----------- ----------- ------------ ----------- Net transfers (out) in (13,247,324) 2,735,329 (2,413,697) 13,571,779 (144,437) -------------- ----------- ----------- ------------ ----------- Net increase (decrease) 958,505,029 (1,646,819) (2,984,137) 57,396,450 2,241,946 Net assets available for benefits: Beginning of year 1,521,243,386 23,983,370 48,360,569 244,609,595 21,318,878 -------------- ----------- ----------- ------------ ----------- End of year $2,479,748,415 $22,336,551 $45,376,432 $302,006,045 $23,560,824 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 1,453,067 $ -- $ -- $ 79,301,820 Employer -- -- -- 4,569,194 ----------- ----------- ----------- -------------- Total contributions 1,453,067 -- -- 83,871,014 Investment income: Interest -- 7,388,292 118 18,649,560 Dividends -- -- 209,769 39,115,247 Net realized and unrealized appreciation in fair value of investments 3,289,062 -- 1,575,592 1,102,781,827 ----------- ----------- ----------- -------------- Total additions 4,742,129 7,388,292 1,785,479 1,244,417,648 ----------- ----------- ----------- -------------- Deductions from net assets attributed to: Distributions to participants 2,660,475 3,023,381 4,505,220 207,356,979 Interest expense -- -- -- 20,292,030 Administrative expenses -- -- -- 30,996 ----------- ----------- ----------- -------------- Total deductions 2,660,475 3,023,381 4,505,220 227,680,005 ----------- ----------- ----------- -------------- Net transfers (out) in 2,680,602 (408,000) (3,298,563) (524,311) ----------- ----------- ----------- -------------- Net increase (decrease) 4,762,256 3,956,911 (6,018,304) 1,016,213,332 Net assets available for benefits: Beginning of year 21,599,221 83,211,937 35,570,828 1,999,897,784 ----------- ----------- ----------- -------------- End of year $26,361,477 $87,168,848 $29,552,524 $3,016,111,116 =========== =========== =========== ==============
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