-----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, Ti30Kdso+nv89rgqhVxOmPUEyvSHXpSz+e1OEXrXa8pWRA011Ohh38dVJMCMm18d tIbukEML5xzzbPmM5rYl8g== 0000950114-99-000103.txt : 19990927 0000950114-99-000103.hdr.sgml : 19990927 ACCESSION NUMBER: 0000950114-99-000103 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANHEUSER BUSCH COMPANIES INC CENTRAL INDEX KEY: 0000310569 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 431162835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-07823 FILM NUMBER: 99716424 BUSINESS ADDRESS: STREET 1: ONE BUSCH PL STREET 2: C/O OFFICE OF THE VP & SEC'Y CITY: ST LOUIS STATE: MO ZIP: 63118 BUSINESS PHONE: 3145772000 MAIL ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118 10-K/A 1 AMENDMENT TO FORM 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 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% SINKING FUND 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. [X] State the aggregate market value of the voting stock held by nonaffiliates of the registrant. $36,101,922,686 AS OF FEBRUARY 26, 1999 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 475,927,117 SHARES AS OF MARCH 8, 1999 DOCUMENTS INCORPORATED BY REFERENCE Portions of Annual Report to Shareholders for the Year Ended December 31, 1998........... PART I, PART II, and PART IV Portions of Definitive Proxy Statement for Annual Meeting of Shareholders on April 28, 1999....................................... PART III ======================================================================== Item 14 on pages 9 through 11 of the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 is amended by the addition of the following exhibits: Exhibit 23.1 -Consent of Independent Accountants Exhibit 23.2 -Consent of Independent Accountants Exhibit 23.3 -Consent of Independent Accountants Exhibit 24.1 -Power of Attorney Exhibit 24.2 -Resolution authorizing signature by certain officers of the Company. Exhibit 99.1 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for the fiscal year ended March 31, 1999. Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees covered by a Collective Bargaining Agreement) for the fiscal year ended March 31, 1999. Exhibit 99.3 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) for the fiscal year ended March 31, 1999. 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 24, 1999 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 24, 1999 - ----------------------------- Director (Principal Executive Officer) (August A. Busch III) W. Randolph Baker Vice President and Chief Financial September 24, 1999 - ----------------------------- Officer (Principal Financial Officer) (W. Randolph Baker) John F. Kelly Vice President and Controller September 24, 1999 - ----------------------------- (Principal Accounting Officer) (John F. Kelly) Bernard A. Edison Director September 24, 1999 - ----------------------------- (Bernard A. Edison) Carlos Fernandez G. Director September 24, 1999 - ----------------------------- (Carlos Fernandez G.) John E. Jacob Director September 24, 1999 - ----------------------------- (John E. Jacob) James R. Jones Director September 24, 1999 - ----------------------------- (James R. Jones) Charles F. Knight Director September 24, 1999 - ----------------------------- (Charles F. Knight) Vernon R. Loucks, Jr. Director September 24, 1999 - ----------------------------- (Vernon R. Loucks, Jr.) Vilma S. Martinez Director September 24, 1999 - ----------------------------- (Vilma S. Martinez) 4 James B. Orthwein Director September 24, 1999 - ----------------------------- (James B. Orthwein) William Porter Payne Director September 24, 1999 - ----------------------------- (William Porter Payne) Joyce M. Roche Director September 24, 1999 - ----------------------------- (Joyce M. Roche) Andrew C. Taylor Director September 24, 1999 - ----------------------------- (Andrew C. Taylor) Douglas A. Warner III Director September 24, 1999 - ----------------------------- (Douglas A. Warner III) Edward E. Whitacre, Jr. Director September 24, 1999 - ----------------------------- (Edward E. Whitacre, Jr.) JOBETH G. BROWN - ----------------------------- September 24, 1999 JoBeth G. Brown Attorney in Fact
EXHIBIT INDEX Exhibit 23.1 -Consent of Independent Accountants Exhibit 23.2 -Consent of Independent Accountants Exhibit 23.3 -Consent of Independent Accountants Exhibit 24.1 -Power of Attorney Exhibit 24.2 -Resolution authorizing signature by certain officers of the Company. Exhibit 99.1 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for the fiscal year ended March 31, 1999. Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) for the fiscal year ended March 31, 1999. Exhibit 99.3 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) for the fiscal year ended March 31, 1999. EX-23.1 2 PWC CONSENT OF INDEPENDENT ACCOUNTANTS 23.1 1 Exhibit 23.1 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis MO 63101 Telephone (314) 206 8500 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 33-39715 and No. 33-58221) of our report dated February 2, 1999, which appears on page 49 of the 1998 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in the Annual Report on Form 10-K of Anheuser-Busch Companies, Inc. for the year ended December 31, 1998. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page F-1 of such Annual Report on Form 10-K. We also consent to the incorporation by reference in the Registration Statement of our report dated July 30, 1999 appearing on page 4 of the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan on Form 11-K for the year ended March 31, 1999. PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri September 24, 1999 EX-23.2 3 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. 33-39714 and No. 33-58241) of our report dated February 2, 1999, which appears on page 49 of the 1998 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in the Annual Report on Form 10-K of Anheuser-Busch Companies, Inc. for the year ended December 31, 1998. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page F-1 of such Annual Report on Form 10-K. We also consent to the incorporation by reference in the Registration Statement of our report dated July 30, 1999 appearing on page 4 of the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) on Form 11-K for the year ended March 31, 1999. PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri September 24, 1999 EX-23.3 4 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. 33-46846 and No. 333-71309) of our report dated February 2, 1999, which appears on page 49 of the 1998 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in the Annual Report on Form 10-K of Anheuser-Busch Companies, Inc. for the year ended December 31, 1998. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page F-1 of such Annual Report on Form 10-K. We also consent to the incorporation by reference in the Registration Statement of our report dated July 30, 1999 appearing on page 4 of the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) on Form 11-K for the year ended March 31, 1999. PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri September 24, 1999 EX-24.1 5 POWER OF ATTORNEY 1 Exhibit 24.1 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Anheuser-Busch Companies, Inc. (hereinafter referred to as the "Company") hereby constitutes and appoints August A. Busch III, W. Randolph Baker, and JoBeth G. Brown, and each of them acting singly, the true and lawful agents and attorneys, or agent and attorney, with full powers of substitution, resubstitution and revocation, for and in the name, place and stead of the undersigned to do any and all things and to execute any and all instruments which said agents and attorneys, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the 1998 Annual Report on Form 10-K of the Company, including specifically, but without limiting the generality of the foregoing, full power and authority to sign the name of each of the undersigned in the capacities indicated below to the said 1998 Annual Report on Form 10-K to be filed with the Securities and Exchange Commission, and to any and all amendments to said 1998 Annual Report on Form 10-K, and each of the undersigned hereby grants to said attorneys and agents, and to each of them singly, full power and authority to do and perform on behalf of the undersigned every act and thing whatsoever necessary or appropriate to be done in the premises as fully as the undersigned could do in person, hereby ratifying and confirming all that said attorneys and agents, or any of them, or the substitutes or substitute of them or of any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 24th day of March, 1999. AUGUST A. BUSCH III ---------------------------------- (August A. Busch III) Chairman of the Board and President and Director (Principal Executive Officer) W. RANDOLPH BAKER ----------------------------------- (W. Randolph Baker) Executive Vice President - Chief Financial Officer (Principal Financial Officer) JOHN F. KELLY ----------------------------------- (John F. Kelly) Vice President and Controller (Principal Accounting Officer) BERNARD A. EDISON ----------------------------------- (Bernard A. Edison) Director CARLOS FERNANDEZ G. ----------------------------------- (Carlos Fernandez G.) Director JOHN E. JACOB ----------------------------------- (John E. Jacob) Director JAMES R. JONES ----------------------------------- (James R. Jones) Director CHARLES F. KNIGHT ----------------------------------- (Charles F. Knight) Director VERNON R. LOUCKS, JR. ----------------------------------- (Vernon R. Loucks, Jr.) Director VILMA S. MARTINEZ ----------------------------------- (Vilma S. Martinez) Director SYBIL C. MOBLEY ----------------------------------- (Sybil C. Mobley) Director JAMES B. ORTHWEIN ----------------------------------- (James B. Orthwein) Director WILLIAM PORTER PAYNE ----------------------------------- (William Porter Payne) Director JOYCE M. ROCHE ----------------------------------- (Joyce M. Roche) Director ANDREW C. TAYLOR ----------------------------------- (Andrew C. Taylor) Director DOUGLAS A. WARNER III ----------------------------------- (Douglas A. Warner III) Director WILLIAM H. WEBSTER ----------------------------------- (William H. Webster) Director EDWARD E. WHITACRE, JR. ----------------------------------- (Edward E. Whitacre, Jr.) Director EX-24.2 6 SECRETARY CERTIFICATE 24.2 1 Exhibit 24.2 I, JOBETH G. BROWN, hereby certify that I am Vice President and Secretary of Anheuser-Busch Companies, Inc., a Delaware corporation, with its principal office in the City of St. Louis, State of Missouri, and as such in charge of its corporate records, including minutes of meetings of its Shareholders and Board of Directors. I further certify that the Board of Directors of said corporation at a meeting duly convened and held on the 24th day of March 1999, as shown by said records, adopted the following resolution which has not since been amended or rescinded and which is in full force and effect at the date hereof: RESOLVED, that the Board of Directors does hereby authorize (a) the proper officers of the corporation to execute a power of attorney in the name and on behalf of the corporation in favor of August A. Busch III, W. Randolph Baker, and JoBeth G. Brown, or any of them (with power of substitution in each) and (b) the execution by the directors and officers of the corporation, or any of them, of a power of attorney in favor of said attorneys, and said powers of attorney shall empower such attorneys, or any of them, to do all acts and things and to execute any and all instruments on behalf of the corporation and on behalf of such directors and officers, including the execution of the corporation's 1998 Annual Report on Form 10-K or any amendment thereto, which such attorneys, or any of them, may deem necessary or advisable to enable the corporation to comply with the reporting requirements of the Securities and Exchange Commission in respect thereof. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the said corporation this 24th day of September 1999. JOBETH G. BROWN ------------------------------------- JoBeth G. Brown Vice President and Secretary EX-99.1 7 A-B DEFERRED INCOME STOCK PURCHASE & SAVINGS PLAN 1 Exhibit 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (x) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal year ended March 31, 1999 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 Accountants Statements of Net Assets Available for Benefits with Fund Information at March 31, 1999 and March 31, 1998. Statements of Changes in Net Assets Available for Benefits with Fund Information for year ended March 31, 1999 and March 31, 1998. Notes to financial statements Anheuser-Busch Defined Contribution Master Trust - Statement of Net Assets Available for Benefit with Fund Information at March 31, 1999 and March 31, 1998 (Appendix A) Anheuser-Busch Defined Contribution Master Trust - Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended March 31, 1999 and March 31, 1998 (Appendix A) (b) Exhibits: None [FN] Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2 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 24, 1999 3 4 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis MO 63101 Telephone (314) 206 8500 REPORT OF INDEPENDENT ACCOUNTANTS July 30, 1999 To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan In our opinion, the accompanying statements of net assets available for benefits with fund information and the related statements of changes in net assets available for benefits with fund information 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, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP 5 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 1999 PAGE 2 - ---------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Contributions receivable: Participants $ -- $ -- $ -- $ -- $ -- Employer -- -- -- -- -- -------------- ----------- ----------- ------------ ----------- -- -- -- -- -- -------------- ----------- ----------- ------------ ----------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 1,387,120,464 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 15,131,738 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 33,450,450 Anheuser-Busch Companies, Inc. Equity Index Fund 194,335,020 Anheuser-Busch Companies, Inc. Managed Balanced Fund 17,210,673 Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Company, Inc. Stock Fund -- -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total investments 1,387,120,464 15,131,738 33,450,450 194,335,020 17,210,673 -------------- ----------- ----------- ------------ ----------- Total assets 1,387,120,464 15,131,738 33,450,450 194,335,020 17,210,673 -------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (105,250,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total liabilities (105,250,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Net assets available for benefits $1,281,870,464 $15,131,738 $33,450,450 $194,335,020 $17,210,673 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL ASSETS Contributions receivable: Participants $ -- $ -- $ -- $ -- Employer -- -- -- -- ----------- ----------- ----------- -------------- -- -- -- -- ----------- ----------- ----------- -------------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 1,387,120,464 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 15,131,738 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 33,450,450 Anheuser-Busch Companies, Inc. Equity Index Fund 194,335,020 Anheuser-Busch Companies, Inc. Managed Balanced Fund 17,210,673 Anheuser-Busch Companies, Inc. Index Balanced Fund 18,408,992 18,408,992 Participant loans 38,896,224 38,896,224 Earthgrains Company, Inc. Stock Fund -- -- 15,849,735 15,849,735 ----------- ----------- ----------- -------------- Total investments 18,408,992 38,896,224 15,849,735 1,720,403,296 ----------- ----------- ----------- -------------- Total assets 18,408,992 38,896,224 15,849,735 1,720,403,296 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (105,250,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (105,250,000) ----------- ----------- ----------- -------------- Net assets available for benefits $18,408,992 $38,896,224 $15,849,735 $1,615,153,296 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits.
The accompanying notes are an integral part of these financial statements. 6 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 1998 PAGE 3 - -----------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Contributions receivable: Participants $ 1,081,331 $ 21,605 $ 72,571 $ 386,083 $ 48,085 Employer 829,480 -- -- -- -- ------------- ----------- ----------- ------------ ----------- 1,910,811 21,605 72,571 386,083 48,085 ------------- ----------- ----------- ------------ ----------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 872,384,224 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 15,412,214 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 33,984,799 Anheuser-Busch Companies, Inc. Equity Index Fund 160,842,251 Anheuser-Busch Companies, Inc. Managed Balanced Fund 15,179,207 Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Company, Inc. Stock Fund -- -- -- -- -- ------------- ----------- ----------- ------------ ----------- Total investments 872,384,224 15,412,214 33,984,799 160,842,251 15,179,207 ------------- ----------- ----------- ------------ ----------- Total assets 874,295,035 15,433,819 34,057,370 161,228,334 15,227,292 ------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (123,600,000) -- -- -- -- ------------- ----------- ----------- ------------ ----------- Total liabilities (123,600,000) -- -- -- -- ------------- ----------- ----------- ------------ ----------- Net assets available for benefits $ 750,695,035 $15,433,819 $34,057,370 $161,228,334 $15,227,292 ============= =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL ASSETS Contributions receivable: Participants $ 37,032 $ -- $ -- $ 1,646,707 Employer -- -- -- 829,480 ----------- ----------- ----------- -------------- 37,032 -- -- 2,476,187 ----------- ----------- ----------- -------------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 872,384,224 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 15,412,214 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 33,984,799 Anheuser-Busch Companies, Inc. Equity Index Fund 160,842,251 Anheuser-Busch Companies, Inc. Managed Balanced Fund 15,179,207 Anheuser-Busch Companies, Inc. Index Balanced Fund 15,650,572 15,650,572 Participant loans 37,037,993 37,037,993 Earthgrains Company, Inc. Stock Fund -- -- 17,926,402 17,926,402 ----------- ----------- ----------- -------------- Total investments 15,650,572 37,037,993 17,926,402 1,168,417,662 ----------- ----------- ----------- -------------- Total assets 15,687,604 37,037,993 17,926,402 1,170,893,849 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (123,600,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (123,600,000) ----------- ----------- ----------- -------------- Net assets available for benefits $15,687,604 $37,037,993 $17,926,402 $1,047,293,849 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits.
The accompanying notes are an integral part of these financial statements. 7 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED MARCH 31, 1999 PAGE 4 - -----------------------------------------------------------------------------------------------------------------------------------
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 $ 28,805,565 $ 513,330 $ 1,569,047 $ 10,999,490 $ 1,183,091 Employer 1,626,930 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total contributions 30,432,495 513,330 1,569,047 10,999,490 1,183,091 Investment income: Interest 494,171 Dividends 4,300,277 Net realized and unrealized appreciation in fair value of investments 550,583,057 2,029,181 2,092,208 32,003,256 1,415,208 -------------- ----------- ----------- ------------ ----------- Total additions 585,810,000 2,542,511 3,661,255 43,002,746 2,598,299 -------------- ----------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 47,926,992 3,343,634 2,579,670 10,764,506 672,621 Interest expense 10,095,030 Administrative expenses 13,437 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total deductions 58,035,459 3,343,634 2,579,670 10,764,506 672,621 -------------- ----------- ----------- ------------ ----------- Net transfers in (out) 3,400,888 499,042 (1,688,505) 868,446 57,703 -------------- ----------- ----------- ------------ ----------- Net increase (decrease) 531,175,429 (302,081) (606,920) 33,106,686 1,983,381 Net assets available for benefits: Beginning of year 750,695,035 15,433,819 34,057,370 161,228,334 15,227,292 -------------- ----------- ----------- ------------ ----------- End of year $1,281,870,464 $15,131,738 $33,450,450 $194,335,020 $17,210,673 ============== =========== =========== ============ =========== INDEXED EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 977,183 $ -- $ -- $ 44,047,706 Employer -- -- -- 1,626,930 ----------- ----------- ----------- -------------- Total contributions 977,183 -- -- 45,674,636 Investment income: Interest 3,379,756 3,873,927 Dividends 4,300,277 Net realized and unrealized appreciation in fair value of investments 2,269,152 -- 653,768 591,045,830 ----------- ----------- ----------- -------------- Total additions 3,246,335 3,379,756 653,768 644,894,670 ----------- ----------- ----------- -------------- Deductions from net assets attributed to: Distributions to participants 1,685,750 1,104,104 1,474,968 69,552,245 Interest expense 10,095,030 Administrative expenses -- -- -- 13,437 ----------- ----------- ----------- -------------- Total deductions 1,685,750 1,104,104 1,474,968 79,660,712 ----------- ----------- ----------- -------------- Net transfers in (out) 1,160,803 (417,421) (1,255,467) 2,625,489 ----------- ----------- ----------- -------------- Net increase (decrease) 2,721,388 1,858,231 (2,076,667) 567,859,447 Net assets available for benefits: Beginning of year 15,687,604 37,037,993 17,926,402 1,047,293,849 ----------- ----------- ----------- -------------- End of year $18,408,992 $38,896,224 $15,849,735 $1,615,153,296 =========== =========== =========== ==============
The accompanying notes are an integral part of these financial statements. 8 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED MARCH 31, 1998 PAGE 5 - -----------------------------------------------------------------------------------------------------------------------------------
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 $ 30,607,568 $ 714,172 $ 1,908,031 $ 8,396,009 $ 1,171,617 Employer 10,563,135 -- -- -- -- ------------ ----------- ----------- ------------ ----------- Total contributions 41,170,703 714,172 1,908,031 8,396,009 1,171,617 Investment income: Interest 293,251 Dividends 4,827,953 Net realized and unrealized appreciation in fair value of investments 102,995,504 729,974 3,145,115 39,875,501 3,023,408 ------------ ----------- ----------- ------------ ----------- Total additions 149,287,411 1,444,146 5,053,146 48,271,510 4,195,025 ------------ ----------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 46,531,249 1,915,870 1,597,875 5,511,845 959,184 Interest expense 11,636,625 Administrative expenses 6,160 -- -- -- -- ------------ ----------- ----------- ------------ ----------- Total deductions 58,174,034 1,915,870 1,597,875 5,511,845 959,184 ------------ ----------- ----------- ------------ ----------- Net transfers (out) in (68,045,980) 5,381,865 (2,354,879) 50,653,055 3,129,717 ------------ ----------- ----------- ------------ ----------- Net increase 23,067,397 4,910,141 1,100,392 93,412,720 6,365,558 Net assets available for benefits: Beginning of year 727,627,638 10,523,678 32,956,978 67,815,614 8,861,734 ------------ ----------- ----------- ------------ ----------- End of year $750,695,035 $15,433,819 $34,057,370 $161,228,334 $15,227,292 ============ =========== =========== ============ =========== INDEXED EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 862,316 $ -- $ -- $ 43,659,713 Employer -- -- -- 10,563,135 ----------- ----------- ----------- -------------- Total contributions 862,316 -- -- 54,222,848 Investment income: Interest 2,887,749 3,181,000 Dividends 4,827,953 Net realized and unrealized appreciation in fair value of investments 2,462,802 -- 8,809,539 161,041,843 ----------- ----------- ----------- -------------- Total additions 3,325,118 2,887,749 8,809,539 223,273,644 ----------- ----------- ----------- -------------- Deductions from net assets attributed to: Distributions to participants 627,351 1,767,142 1,290,887 60,201,403 Interest expense 11,636,625 Administrative expenses -- -- -- 6,160 ----------- ----------- ----------- -------------- Total deductions 627,351 1,767,142 1,290,887 71,844,188 ----------- ----------- ----------- -------------- Net transfers in (out) 6,367,101 1,336,277 (1,564,102) (5,096,946) ----------- ----------- ----------- -------------- Net increase 9,064,868 2,456,884 5,954,550 146,332,510 Net assets available for benefits: Beginning of year 6,622,736 34,581,109 11,971,852 900,961,339 ----------- ----------- ----------- -------------- End of year $15,687,604 $37,037,993 $17,926,402 $1,047,293,849 =========== =========== =========== ==============
The accompanying notes are an integral part of these financial statements. 9 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 6 - ------------------------------------------------------------------------------ 1. DESCRIPTION OF THE PLAN GENERAL The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (the Plan) was established as a result of an amendment to the Anheuser-Busch Employee Stock Purchase and Savings Plan (the Original Plan). The 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 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. The Plan is operated in compliance with the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit Reduction Act of 1984, the Retirement Equity Act of 1984 and the Tax Reform Act of 1986. The Plan was restated effective April 1, 1994 primarily to incorporate previous amendments. This summary is intended to provide only a general description of the Plan's provisions. Participants should refer to the Plan document for more complete information. PLAN ADMINISTRATION The Plan's named fiduciaries are the Company, as Sponsor and Plan Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the Company has the right to amend the Plan, designate the Plan's named fiduciaries and exercise all fiduciary functions necessary for the operation of the Plan 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 10 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 7 - ------------------------------------------------------------------------------ assets of the trust in accordance with the provisions of the Plan and the separate trust agreement. The Plan was amended effective June 1, 1989, to add provisions to make the Plan a stock bonus plan and to permit the leveraged acquisition of Company stock by the Plan. As such, the Plan is subject to the requirements of an employee stock ownership plan (ESOP) under Section 4975(e)(7) of the Internal Revenue Code. The Trustee was specifically empowered to enter into loans, on behalf of the Plan, to acquire Company stock or to repay a prior ESOP loan. Effective April 1, 1994, the Plan was amended to incorporate various changes to the Plan, including changes in participants' contribution limits, changes in company matching contributions, the addition of the Managed Balanced Fund and Indexed Balanced Fund investment options, and the decrease in the vesting period from three years to two years. PLAN PARTICIPATION Each employee of a participating employer (other than employees covered by a collective bargaining agreement) of the Company is eligible to participate in the Plan after completing one year of service in which 1,000 hours of service are completed. Participation by eligible employees is voluntary. CONTRIBUTIONS A participant may make matched or unmatched contributions. Both matched and unmatched contributions may be before-tax or after-tax. A participant may contribute from 1% to 6% of 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 75% of the aggregate participant contributions. Effective April 1, 1998, the participating employer's matching contribution may not be less than 33-1/3% nor more than 100% of the aggregate participant contributions. The Company may, 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, 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 11 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 8 - ------------------------------------------------------------------------------ Contribution. For the year ended March 31, 1998 a Supplemental Contribution was not required. Employee contributions vest and become non-forfeitable immediately. Company contributions for participants actively employed by the Company on or prior to March 31, 1989 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 $34,102 and $8,581 in forfeitures during the years ended March 31, 1999 and 1998, 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. The Master Trusts had been established for each of the investment funds other than the Company Stock Fund for the investment of the Plan's assets and the assets of the other stock purchase and savings plans sponsored by the Company. On September 1, 1995, the Master Trusts for each investment fund were combined, along with the Company Stock Fund into a single Master Trust. DISTRIBUTIONS The Plan permits in-service withdrawals and an optional annual class year distribution as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion of 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. 12 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 9 - ------------------------------------------------------------------------------ PARTICIPANT LOANS A participant may borrow from Before-Tax and/or After-Tax vested account balances, subject to certain conditions. The minimum loan amount is $1,000; the maximum amount is the lesser of $50,000 less the highest outstanding loan balance under the Plan during the one-year period ending on the day before the loan is made, or 50% of the vested account balance. The interest rate for the life of the loan is set quarterly at prime plus one percentage point as of the end of the preceding quarter. The term of a loan for the purchase of a principal residence may be up to 10 years; the term of a loan for any other reason may not exceed 5 years. PLAN EXPENSES Under the Master Trust agreement with the Trustee, the Company may pay all expenses incurred in the administration of the Master Trust, including trustee fees, but is not obligated to do so. Trustee expenses not paid by the Company are paid by the Master Trust and proportionately allocated to the participating plans. All other expenses incurred in the administration of the Plan are charged to and paid by the participating employers. PLAN TERMINATION The Company anticipates that the Plan will continue without interruption but reserves the right to terminate its participation in the Plan subject to the provisions of ERISA. Such termination would result in the immediate and full vesting of each participant's account balance. The Trustee would then retain the assets until otherwise distributable under the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. 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 with Fund Information. 13 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 10 - ------------------------------------------------------------------------------ SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment purchases and sales, and related realized gains and losses, are recorded on the trade date. Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date. Net realized and unrealized appreciation in fair value of investments is comprised of the change in market value 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. 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 its 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. (Trustee). At March 31, 1999 and 1998, the Plan's interest in the net assets of the Master Trust was approximately 53% and 52%, respectively. 14 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 11 - ------------------------------------------------------------------------------ The following table presents the fair value of investments for the Master Trust:
MARCH 31, 1999 1998 Investments at fair value: Anheuser-Busch common stock $2,690,248,415 $1,768,443,386 Short-term fixed income 22,336,551 23,983,370 Medium-term fixed income 45,376,432 48,360,569 Equity index 302,006,045 244,609,595 Managed balanced 23,560,824 21,318,878 Index balanced 26,361,477 21,599,221 Participant loans 87,168,848 83,211,937 Earthgrains Company common stock 29,552,524 35,570,828 -------------- -------------- $3,226,611,116 $2,247,097,784 ============== ==============
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31, 1999 1998 Net appreciation in fair value of investments: Anheuser-Busch common stock $1,048,963,294 $178,962,138 Short-term fixed income 1,148,887 29,847 Medium-term fixed income 114,341 1,391,974 Equity index 45,686,098 50,332,246 Managed balanced 2,004,553 3,829,723 Index balanced 3,289,062 2,946,651 Earthgrains Company common stock 1,575,592 17,367,264 -------------- ------------ 1,102,781,827 254,859,843 -------------- ------------ Interest 18,649,560 14,661,835 Dividends 39,115,247 41,880,450 -------------- ------------ $1,160,546,634 $311,402,128 ============== ============
Further financial information for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 1999 and 1998 are included as Appendix A. 15 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 12 - ------------------------------------------------------------------------------ 4. FEDERAL INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated January 30, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. Therefore, the underlying trust of such a Plan is exempt from federal income taxes under Section 501 of the Internal Revenue Code. The Plan Administrator and the Plan's tax counsel believe that the Plan is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. NOTES PAYABLE In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP notes (Notes) to a group of insurance companies and other financial institutions. In September 1993, the interest rate was reduced to 8.25% per annum retroactive to January 1, 1993. Interest is payable semi-annually. Principal is payable in annual instalments until maturity on March 31, 2004. The Notes are guaranteed by Anheuser-Busch Companies, Inc. and Anheuser-Busch, Inc. Proceeds of the Notes were used to purchase 5,665,723 shares of Company stock, the unallocated portion of which is pledged as 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, 1999 and 1998, 765,449 and 779,918 shares were released to participants, respectively. At March 31, 1999 and 1998 the Company Stock Fund held 3,542,629 and 4,308,078 unallocated shares, respectively. Principal maturities for each of the years ending March 31, are as follows: 2000 $ 19,150,000 2001 20,000,000 2002 20,950,000 2003 22,000,000 2004 23,150,000 ------------ $105,250,000 ============
16 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 13 - ------------------------------------------------------------------------------ 6. BENEFIT OBLIGATIONS Benefit obligations for persons who have withdrawn from participation in the Plan are as follows:
MARCH 31, 1999 1998 Anheuser-Busch Companies common stock fund $2,220,547 $2,196,491 Short-term fixed income fund 248,742 222,141 Medium-term fixed income fund 165,609 358,554 Equity index fund 622,399 270,941 Managed balanced fund 34,207 36,474 Index balanced fund 77,267 51,193 Earthgrains Company common stock fund 74,752 65,002 ---------- ---------- $3,443,523 $3,200,796 ========== ==========
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, 1999 and 1998, transactions with the Company included aggregate common stock purchases totaling $58,821,927 and $7,926,346, respectively, and aggregate common stock sales totaling $41,952,593 and $45,918,693, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. During the years ended March 31, 1999 and 1998, the Plan purchased and sold investments in the Employee Benefit Temporary Investment Fund of Mellon Bank N.A., the Plan trustee. Transactions with the Fund included aggregate investment purchases totaling $111,473,934 and $61,993,480, respectively and aggregate investment sales totaling $106,799,379 and $61,267,087, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 8. UNIT ACCOUNTING As of October 17, 1995, the Company began allocating units to participant accounts. On March 31, 1999, the total number of units allocated to each of the funds in the Plan and the applicable net asset value (NAV) of each unit was as follows: 17 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 14 - ------------------------------------------------------------------------------
UNITS HELD NAV PER UNIT Anheuser-Busch Companies, Inc. Stock Fund 42,586,364 26.17 Short-Term Fixed Income Fund 821,709 18.42 Medium-Term Fixed Income Fund 1,335,826 25.04 Equity Index Fund 668,099 290.88 Managed Balanced Fund 832,036 20.69 Index Balanced Fund 349,842 52.62 Participant Loans 38,896,224 1.00 Earthgrains Company Stock Fund 1,073,587 14.76
18 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 1 OF 4 MARCH 31, 1999 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - ------------------------------------------------------------------------------------------------------------------------------------
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
19 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 2 OF 4 MARCH 31, 1998 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - ------------------------------------------------------------------------------------------------------------------------------------
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 $1,764,699,829 $ -- $ -- $ -- $ -- Interest bearing cash 3,720,727 129,620 U.S. government securities 9,361,836 19,483,013 Corporate debt instruments 10,442,678 28,354,090 Insurance contracts Interest in common/ collective trusts 21,318,878 Loans to participants Earthgrains Company, Inc. common stock Other investments 22,830 4,178,856 393,846 244,609,595 -- -------------- ----------- ----------- ------------ ----------- Total investments 1,768,443,386 23,983,370 48,360,569 244,609,595 21,318,878 -------------- ----------- ----------- ------------ ----------- Total assets 1,768,443,386 23,983,370 48,360,569 244,609,595 21,318,878 -------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (247,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total liabilities (247,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Net assets available for benefits $1,521,243,386 $23,983,370 $48,360,569 $244,609,595 $21,318,878 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL ASSETS Cash Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock $ -- $ -- $ -- $1,764,699,829 Interest bearing cash 15 3,850,362 U.S. government securities 28,844,849 Corporate debt instruments 38,796,768 Insurance contracts Interest in common/ collective trusts 10,798,861 32,117,739 Loans to participants 83,211,937 83,211,937 Earthgrains Company, Inc. common stock 35,407,087 35,407,087 Other investments 10,800,360 -- 163,726 260,169,213 ----------- ----------- ----------- -------------- Total investments 21,599,221 83,211,937 35,570,828 2,247,097,784 ----------- ----------- ----------- -------------- Total assets 21,599,221 83,211,937 35,570,828 2,247,097,784 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (247,200,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (247,200,000) ----------- ----------- ----------- -------------- Net assets available for benefits $21,599,221 $83,211,937 $35,570,828 $1,999,897,784 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits
20 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 3 OF 4 FOR THE YEAR ENDED MARCH 31, 1999 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - ------------------------------------------------------------------------------------------------------------------------------------
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 =========== =========== =========== ==============
21 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 4 OF 4 FOR THE YEAR ENDED MARCH 31, 1998 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - ------------------------------------------------------------------------------------------------------------------------------------
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 $ 59,963,043 $ 1,211,998 $ 2,770,456 $ 11,176,034 $ 1,497,754 Employer 15,491,761 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total contributions 75,454,804 1,211,998 2,770,456 11,176,034 1,497,754 Investment income: Interest 885,882 1,004,353 2,840,890 2,800,378 Dividends 41,728,864 Net realized and unrealized appreciation in fair value of investments 178,962,138 29,847 1,391,974 50,332,246 3,829,723 -------------- ----------- ----------- ------------ ----------- Total additions 297,031,688 2,246,198 7,003,320 64,308,658 5,327,477 -------------- ----------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 107,016,259 4,258,766 2,520,682 8,076,962 1,164,839 Interest expense 23,273,250 Administrative expenses 15,815 -- (11,148) -- -- -------------- ----------- ----------- ------------ ----------- Total deductions 130,305,324 4,258,766 2,509,534 8,076,962 1,164,839 -------------- ----------- ----------- ------------ ----------- Net transfers in (out) (127,872,328) 10,427,353 (884,170) 101,497,681 6,349,379 -------------- ----------- ----------- ------------ ----------- Net increase 38,854,036 8,414,785 3,609,616 157,729,377 10,512,017 Net assets available for benefits: Beginning of year 1,482,389,350 15,568,585 44,750,953 86,880,218 10,806,861 -------------- ----------- ----------- ------------ ----------- End of year $1,521,243,386 $23,983,370 $48,360,569 $244,609,595 $21,318,878 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 1,149,033 $ -- $ -- $ 77,768,318 Employer -- -- -- 15,491,761 ----------- ----------- ----------- -------------- Total contributions 1,149,033 -- -- 93,260,079 Investment income: Interest 125,864 7,003,752 716 14,661,835 Dividends 151,586 41,880,450 Net realized and unrealized appreciation in fair value of investments 2,946,651 -- 17,367,264 254,859,843 ----------- ----------- ----------- -------------- Total additions 4,221,548 7,003,752 17,519,566 404,662,207 ----------- ----------- ----------- -------------- Deductions from net assets attributed to: Distributions to participants 807,207 3,382,436 2,784,896 130,012,047 Interest expense 23,273,250 Administrative expenses -- -- (15) 4,652 ----------- ----------- ----------- -------------- Total deductions 807,207 3,382,436 2,784,881 153,289,949 ----------- ----------- ----------- -------------- Net transfers in (out) 10,428,344 3,410,799 (3,234,526) 122,532 ----------- ----------- ----------- -------------- Net increase 13,842,685 7,032,115 11,500,159 251,494,790 Net assets available for benefits: Beginning of year 7,756,536 76,179,822 24,070,669 1,748,402,994 ----------- ----------- ----------- -------------- End of year $21,599,221 $83,211,937 $35,570,828 $1,999,897,784 =========== =========== =========== ==============
EX-99.2 8 A-B DEF INC STOCK PUR/EMPLOYEES COVERED BY A COLL 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, 1999 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 accountants Statement of Net Assets Available for Benefits with Fund Information at March 31, 1999 and March 31, 1998. Statement of Changes in Net Assets Available for Benefits with Fund Information for year ended March 31, 1999 and March 31, 1998. Notes to financial statements Anheuser-Busch Defined Contribution Master Trust - Statement of Net Assets Available for Benefits with Fund Information at March 31, 1999 and March 31, 1998 (Appendix A) Anheuser-Busch Defined Contribution Master Trust - Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended March 31, 1999 and March 31, 1998 (Appendix A) (b) Exhibits: None [FN] Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2 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 24, 1999 3 4 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis MO 63101 Telephone (314) 206 8500 REPORT OF INDEPENDENT ACCOUNTANTS July 30, 1999 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 statements of net assets available for benefits with fund information and the related statements of changes in net assets available for benefits with fund information 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, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP 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 WITH FUND INFORMATION MARCH 31, 1999 PAGE 2 - ----------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM MEDIUM-TERM ANHEUSER-BUSCH FIXED FIXED EQUITY MANAGED COMPANIES, INC. INCOME INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Contributions Receivable Participants $ -- $ -- $ -- $ -- $ -- Employer -- -- -- -- -- -------------- ---------- ----------- ------------ ---------- -- -- -- -- -- -------------- ---------- ----------- ------------ ---------- Investments, at fair value: Interest Bearing Cash 5,251,215 Anheuser-Busch Companies, Inc. Common Stock 1,258,430,924 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 6,669,315 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 11,257,340 Anheuser-Busch Companies, Inc. Equity Index Fund 105,346,581 Anheuser-Busch Companies, Inc. Managed Balanced Fund 6,081,335 Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Company, Inc. Stock Fund -- -- -- -- -- -------------- ---------- ----------- ------------ ---------- Total investments 1,263,682,139 6,669,315 11,257,340 105,346,581 6,081,335 -------------- ---------- ----------- ------------ ---------- Total assets 1,263,682,139 6,669,315 11,257,340 105,346,581 6,081,335 -------------- ---------- ----------- ------------ ---------- LIABILITIES Total liabilities (105,250,000) -- -- -- -- -------------- ---------- ----------- ------------ ---------- Net assets available for benefits $1,158,432,139 $6,669,315 $11,257,340 $105,346,581 $6,081,335 ============== ========== =========== ============ ========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL ASSETS Contributions Receivable Participants $ -- $ -- $ -- $ -- Employer -- -- -- -- ---------- ----------- ----------- -------------- -- -- -- -- ---------- ----------- ----------- -------------- Investments, at fair value: 5,251,215 Interest Bearing Cash Anheuser-Busch Companies, Inc Common Stock 1,258,430,924 Anheuser-Busch Companies Inc. Short-Term Fixed Income Fund 6,669,315 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 11,257,340 Anheuser-Busch Companies, Inc. Equity Index Fund 105,346,581 Anheuser-Busch Companies, Inc. Managed Balanced Fund 6,081,335 Anheuser-Busch Companies, Inc. Index Balanced Fund 7,759,706 7,759,706 Participant loans 45,068,710 45,068,710 Earthgrains Company, Inc Stock Fund -- -- 13,301,088 13,301,088 ---------- ----------- ----------- -------------- Total investments 7,759,706 45,068,710 13,301,088 1,459,166,214 ---------- ----------- ----------- -------------- Total assets 7,759,706 45,068,710 13,301,088 1,459,166,214 ---------- ----------- ----------- -------------- LIABILITIES Total liabilities -- -- -- (105,250,000) ---------- ----------- ----------- -------------- Net assets available for benefits $7,759,706 $45,068,710 $13,301,088 $1,353,916,214 ========== =========== =========== ============== Represents more than 5% of net assets available for benefits.
The accompanying notes are an integral part of these financial statements. 6 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 1998 PAGE 3 - ----------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM MEDIUM-TERM ANHEUSER-BUSCH FIXED FIXED EQUITY MANAGED COMPANIES, INC. INCOME INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Contributions Receivable Participants $ 523,590 $ 6,359 $ 15,865 $ 79,212 $ 7,149 Employer 280,493 -- -- -- -- ------------ ---------- ----------- ----------- ---------- 804,083 6,359 15,865 79,212 7,149 ------------ ---------- ----------- ----------- ---------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 871,036,203 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 8,074,980 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 13,692,827 Anheuser-Busch Companies, Inc. Equity Index Fund 81,860,051 Anheuser-Busch Companies, Inc. Managed Balanced Fund 5,900,367 Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Company, Inc. Stock Fund -- -- -- -- -- ------------ ---------- ----------- ----------- ---------- Total investments 871,036,203 8,074,980 13,692,827 81,860,051 5,900,367 ------------ ---------- ----------- ----------- ---------- Total assets 871,840,286 8,081,339 13,708,692 81,939,263 5,907,516 ------------ ---------- ----------- ----------- ---------- LIABILITIES Total liabilities (123,600,000) -- -- -- -- ------------ ---------- ----------- ----------- ---------- Net assets available for benefits $748,240,286 $8,081,339 $13,708,692 $81,939,263 $5,907,516 ============ ========== =========== =========== ========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL ASSETS Contributions Receivable Participants $ 6,540 $ -- $ -- $ 638,715 Employer -- -- -- 280,493 ---------- ----------- ----------- -------------- 6,540 -- -- 919,208 ---------- ----------- ----------- -------------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 871,036,203 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 8,074,980 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 13,692,827 Anheuser-Busch Companies, Inc. Equity Index Fund 81,860,051 Anheuser-Busch Companies, Inc. Managed Balanced Fund 5,900,367 Anheuser-Busch Companies, Inc. Index Balanced Fund 5,795,200 5,795,200 Participant Loans 43,459,077 43,459,077 Earthgrains Company, Inc. Stock Fund -- -- 17,051,707 17,051,707 ---------- ----------- ----------- -------------- Total Investments 5,795,200 43,459,077 17,051,707 1,046,870,412 ---------- ----------- ----------- -------------- Total Assets 5,801,740 43,459,077 17,051,707 1,047,789,620 ---------- ----------- ----------- -------------- LIABILITIES Total Liabilities -- -- -- (123,600,000) ---------- ----------- ----------- -------------- Net assets available for benefits $5,801,740 $43,459,077 $17,051,707 $ 924,189,620 ========== =========== =========== ============== Represents more than 5% of net assets available for benefits.
The accompanying notes are an integral part of these financial statements. 7 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED MARCH 31, 1999 PAGE 4 - ----------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM MEDIUM-TERM ANHEUSER-BUSCH FIXED FIXED EQUITY MANAGED COMPANIES, INC. INCOME INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND Additions to net assets attributed to: Contributions: Participants $ 23,795,068 $ 315,893 $ 611,141 $ 4,738,649 $ 362,230 Employer 258,018 -- -- -- -- -------------- ---------- ----------- ------------ ---------- Total contributions 24,053,086 315,893 611,141 4,738,649 362,230 Investment income: Interest 779,815 Dividends 4,247,249 Net realized and unrealized appreciation in fair value of investments 512,997,578 526,164 877,149 18,603,840 567,714 -------------- ---------- ----------- ------------ ---------- Total additions 542,077,728 842,057 1,488,290 23,342,489 929,944 -------------- ---------- ----------- ------------ ---------- Deductions from net assets attributed to: Distributions 107,454,682 4,541,928 3,334,004 12,877,615 558,670 Interest expense 10,197,000 Administrative expenses 17,559 -- -- -- -- -------------- ---------- ----------- ------------ ---------- Total deductions 117,669,241 4,541,928 3,334,004 12,877,615 558,670 Net transfers (out) in (14,216,634) 2,287,847 (605,638) 12,942,444 (197,455) -------------- ---------- ----------- ------------ ---------- Net increase (decrease) 410,191,853 (1,412,024) (2,451,352) 23,407,318 173,819 Net assets available for benefits: Beginning of year 748,240,286 8,081,339 13,708,692 81,939,263 5,907,516 -------------- ---------- ----------- ------------ ---------- End of year $1,158,432,139 $6,669,315 $11,257,340 $105,346,581 $6,081,335 ============== ========== =========== ============ ========== INDEX PARTICIPANT EARTHGRAINS BALANCED LOAN COMPANY FUND FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $375,715 $ -- $ -- $30,198,696 Employer -- -- -- 258,018 ---------- ----------- ----------- -------------- Total contributions 375,715 -- -- 30,456,714 Investment income: Interest 3,767,513 4,547,328 Dividends 4,247,249 Net realized and unrealized appreciation in fair value of investments 996,283 -- 1,100,572 535,669,300 ---------- ----------- ----------- -------------- Total additions 1,371,998 3,767,513 1,100,572 574,920,591 ---------- ----------- ----------- -------------- Deductions from net assets attributed to: Distributions 966,145 1,703,505 2,989,018 134,425,567 Interest expense 10,197,000 Administrative expenses -- -- -- 17,559 ---------- ----------- ----------- -------------- Total deductions 966,145 1,703,505 2,989,018 144,640,126 Net transfers (out) in 1,552,113 (454,375) (1,862,173) (553,871) ---------- ----------- ----------- -------------- Net increase (decrease) 1,957,966 1,609,633 (3,750,619) 429,726,594 Net assets available for benefits: Beginning of year 5,801,740 43,459,077 17,051,707 924,189,620 ---------- ----------- ----------- -------------- End of year $7,759,706 $45,068,710 $13,301,088 $1,353,916,214 ========== =========== =========== ==============
The accompanying notes are an integral part of these financial statements. 8 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED MARCH 31, 1998 PAGE 5 - ----------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM MEDIUM-TERM ANHEUSER-BUSCH FIXED FIXED EQUITY MANAGED COMPANIES, INC. INCOME INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND Additions to net assets attributed to: Contributions: Participants $ 27,214,844 $ 391,559 $ 742,431 $ 2,627,378 $ 273,875 Employer 3,580,328 -- -- -- -- ------------ ---------- ----------- ----------- ---------- Total contributions 30,795,172 391,559 742,431 2,627,378 273,875 Investment income: Interest 460,009 Dividends 4,912,920 Net realized and unrealized appreciation in fair value of investments 105,394,518 279,569 1,072,262 12,713,421 754,219 ------------ ---------- ----------- ----------- ---------- Total additions 141,562,619 671,128 1,814,693 15,340,799 1,028,094 ------------ ---------- ----------- ----------- ---------- Deductions from net assets attributed to: Distributions 59,035,183 2,321,349 904,590 2,467,658 191,236 Interest expense 11,636,625 Administrative expenses 9,655 -- -- -- -- ------------ ---------- ----------- ----------- ---------- Total deductions 70,681,463 2,321,349 904,590 2,467,658 191,236 ------------ ---------- ----------- ----------- ---------- Net transfers in (out) (59,252,911) 5,087,347 1,458,473 50,706,152 3,230,579 ------------ ---------- ----------- ----------- ---------- Net increase 11,628,245 3,437,126 2,368,576 63,579,293 4,067,437 Net assets available for benefits: Beginning of year 736,612,041 4,644,213 11,340,116 18,359,970 1,840,079 ------------ ---------- ----------- ----------- ---------- End of year $748,240,286 $8,081,339 $13,708,692 $81,939,263 $5,907,516 ============ ========== =========== =========== ========== INDEX PARTICIPANT EARTHGRAINS BALANCED LOAN COMPANY FUND FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 249,472 $ -- $ -- $ 31,499,559 Employer -- -- -- 3,580,328 ---------- ----------- ----------- ------------ Total contributions 249,472 -- -- 35,079,887 Investment income: Interest 3,243,763 3,703,772 Dividends 4,912,920 Net realized and unrealized appreciation in fair value of investments 583,157 -- 8,493,737 129,290,883 ---------- ----------- ----------- ------------ Total additions 832,629 3,243,763 8,493,737 172,987,462 ---------- ----------- ----------- ------------ Deductions from net assets attributed to: Distributions 174,408 1,504,636 1,469,821 68,068,881 Interest expense 11,636,625 Administrative expenses -- -- -- 9,655 ---------- ----------- ----------- ------------ Total deductions 174,408 1,504,636 1,469,821 79,715,161 ---------- ----------- ----------- ------------ Net transfers in (out) 4,059,028 1,670,924 (1,767,303) 5,192,289 ---------- ----------- ----------- ------------ Net increase 4,717,249 3,410,051 5,256,613 98,464,590 Net assets available for benefits: Beginning of year 1,084,491 40,049,026 11,795,094 825,725,030 ---------- ----------- ----------- ------------ End of year $5,801,740 $43,459,077 $17,051,707 $924,189,620 ========== =========== =========== ============
The accompanying notes are an integral part of these financial statements. 9 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 6 - ------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN GENERAL The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) (the Plan) was established as a result of an amendment to the Anheuser-Busch Employee Stock Purchase and Savings Plan (the Original Plan). The Original Plan was established by Anheuser-Busch, Inc., effective April 1, 1976 and upon amendment, was divided into two separate plans effective March 1, 1986: the Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) and the Employee Stock Purchase and Savings Plan. The Plan is a continuation of the Original Plan except that certain additional features were added, including provisions for Before-Tax Contributions pursuant to Section 401(k) of the Internal Revenue Code. Additionally, eligibility was limited to employees who are members of collective units and whose collective bargaining agreement specifically provides for participation of such members. The Plan covers eligible employees of Anheuser-Busch Companies, Inc. (the Company) and certain subsidiaries of the Company which include: Anheuser-Busch, Inc.; August A. Busch & Co. of Massachusetts, Inc.; Anheuser-Busch Companies, Inc.; Busch Agricultural Resources, Inc.; Manufacturers Railway Company; Pacific International Rice Mills, Inc.; Metal Container Corporation; and A-B Contract Services, Inc. This summary is intended to provide only a general description of the Plan's provisions. Participants should refer to the Plan document for more complete information. PLAN ADMINISTRATION The Plan's named fiduciaries are the Company, as Sponsor and Plan Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the Company has the right to amend the Plan, designate the Plan's named fiduciaries and exercise all fiduciary functions necessary for the operation of the Plan except those which are assigned to another named fiduciary by the Plan or the related trust agreement. The Company has appointed an Administrative Committee to exercise the authority and responsibility for the general administration of the Plan. The Trustee has the exclusive authority and discretion to invest, manage and hold the assets of the trust in accordance with the provisions of the Plan and the separate trust agreement. The Plan was amended effective June 1, 1989, to add provisions to make the Plan a stock bonus plan and to permit the leveraged acquisition of Company stock by the Plan. As such, the Plan is subject to the requirements of an employee stock ownership plan (ESOP) under Section 4975(e)(7) of the Internal Revenue Code. The Trustee was specifically empowered to enter into loans, on behalf of the Plan, to acquire Company stock or to repay a prior ESOP loan. Effective April 1, 1994, the Plan was amended to incorporate various changes to the Plan, including changes in participants' contribution limits, changes in Company matching contributions, the addition of the Managed Balanced Fund and Indexed Balanced Fund investment options, and the decrease in the vesting period from three years to two years. 10 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 7 - ------------------------------------------------------------------------------- PLAN PARTICIPATION Each employee of a participating employer (other than employees not covered by a collective bargaining agreement) of the Company is eligible to participate in the Plan after one year of service, during which the employee worked 1,000 hours. Participation by eligible employees is voluntary. CONTRIBUTIONS A participant may make matched or unmatched contributions. Both matched and unmatched contributions may be before-tax and after-tax. A participant may contribute from 1% to 6% of 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 75% of the aggregate participant contributions. Effective April 1, 1998, the participating employer's matching contribution may not be less than 33-1/3% nor more than 100% of the aggregate participant contributions. The Company may, 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 years 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. For the year ended March 31, 1998 a Supplemental Contribution was not required. Employee contributions vest and become non-forfeitable immediately. Company contributions also vest and become nonforfeitable immediately for participants actively employed by the Company on or prior to March 31, 1989. For participants subsequently employed, Company contributions vest and become non-forfeitable after two years of service. Company contributions also vest and become non-forfeitable upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding twelve months, upon termination of employment for any reason, including retirement, after reaching age 60, or in the event of a "change in control" of the Company (as defined in the Plan). Forfeitures of nonvested balances reduce future employer contributions. There were $1,045 and $86 of forfeitures during the years ended March 31, 1999 and 1998, respectively. 11 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 8 - ------------------------------------------------------------------------------- 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. The Master Trusts had been established for each of the investment funds other than the Company Stock Fund for the investment of the Plan's assets and the assets of the other stock purchase and savings plans sponsored by the Company. On September 1, 1995, the Master Trusts for each investment fund were combined, along with the Company Stock Fund into a single Master Trust. DISTRIBUTIONS The Plan permits in-service withdrawals and an optional annual class year distribution as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion of 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. 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. 12 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 9 - ------------------------------------------------------------------------------- PLAN TERMINATION The Company anticipates that the Plan will continue without interruption but reserves the right to terminate its participation in the Plan subject to the provisions of ERISA. Such termination would result in the immediate and full vesting of each participant's account balance. The Trustee would then retain the assets until otherwise distributable under the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING THe Plan's financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. 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 with Fund Information. SECURITY TRANSACTIONS AND INVESTMENT INCOME Purchases and sales of investments, and related realized gains and losses, are recorded on the trade date. Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date. Net realized and unrealized appreciation in fair value of investments is comprised of the change in market value 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. 13 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 10 - ------------------------------------------------------------------------------- 3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST Effective September 1, 1995 the Company and the Trustee entered in to a new master trust agreement. On September 1, 1995, in accordance with the agreement, the Plan exchanged it's investments in: the Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch Companies, Inc. Short-Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master Trust, the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master Trust, and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master Trust for units of participation in the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. 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. (Trustee). At March 31, 1999 and 1998, the Plan's interest in the net assets of the Master Trust was approximately 45% and 46%, respectively. The following table presents the fair value of investments for the Master Trust:
MARCH 31, 1999 1998 Investments at fair value: Anheuser-Busch common stock $2,690,248,415 $1,768,443,386 Short-term fixed income 22,336,551 23,983,370 Medium-term fixed income 45,376,432 48,360,569 Equity index 302,006,045 244,609,595 Managed balanced 23,560,824 21,318,878 Index balanced 26,361,477 21,599,221 Participant loans 87,168,848 83,211,937 Earthgrains Company common stock 29,552,524 35,570,828 -------------- -------------- $3,226,611,116 $2,247,097,784 ============== ==============
14 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 11 - ---------------------------------------------------------------------------------------------------------------------------------- Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31, 1999 1998 Net appreciation in fair value of investments: Anheuser-Busch common stock $1,048,963,294 $178,962,138 Short-term fixed income 1,148,887 29,847 Medium-term fixed income 114,341 1,391,974 Equity index 45,686,098 50,332,246 Managed balanced 2,004,553 3,829,723 Index balanced 3,289,062 2,946,651 Earthgrains Company common stock 1,575,592 17,367,264 -------------- ------------ 1,102,781,827 254,859,843 -------------- ------------ Interest 18,649,560 14,661,835 Dividends 39,115,247 41,880,450 -------------- ------------ $1,160,546,634 $311,402,128 ============== ============
Further financial information for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 1999 and 1998 are included as Appendix A. 4. FEDERAL INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated January 30, 1995 that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. Therefore, the underlying trust of such a Plan is exempt from federal income taxes under Section 501 of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan's tax counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. NOTES PAYABLE In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP notes (Notes) to a group of insurance companies and other financial institutions. In September 1993, the interest rate was reduced to 8.25% per annum retroactive to January 1, 1993. Interest is payable semiannually. Principal is payable in annual instalments until maturity on March 31, 2004. The Notes are guaranteed by Anheuser-Busch Companies, Inc. and Anheuser-Busch, Inc. Proceeds of the Notes were used to purchase 5,665,723 shares of Company stock, the unallocated portion of which is pledged as collateral for the Notes. The shares are 15 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 12 - ------------------------------------------------------------------------------- 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, 1999 and 1998, 765,449 and 779,917 shares were released to participants, respectively. At March 31, 1999, the Company Stock Fund held 3,542,838 and 4,308,287 unallocated shares, respectively. Principal maturities for each of the years ending March 31, are as follows: 2000 $ 19,150,000 2001 20,000,000 2002 20,950,000 2003 22,000,000 2004 23,150,000 ------------ $105,250,000 ============
6. BENEFIT OBLIGATIONS Benefit obligations for persons who have withdrawn from participation in the Plan are as follows:
MARCH 31, 1999 1998 Investments at fair value: Anheuser-Busch common stock $4,665,546 $3,328,560 Short-term fixed income 248,742 220,661 Medium-term fixed income 165,609 238,030 Equity index 622,399 236,068 Managed balanced 34,207 2,691 Index balanced 77,267 2,268 Earthgrains Company common stock 74,752 95,089 ---------- ---------- $5,888,522 $4,123,367 ========== ==========
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, 1999 and 1998, transactions with the Company included aggregate common stock purchases totaling $47,928,978 and $7,011,768, respectively and 16 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 PAGE 13 - ------------------------------------------------------------------------------- aggregate common stock sales totaling $73,081,483 and $60,496,808, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. During the years ended March 31, 1999 and 1998, the Plan purchased and sold investments in the Employee Benefit Temporary Investment Fund of Mellon Bank N.A., the Plan trustee. Transactions with the Fund included aggregate investment purchases totaling $114,233,149 and $64,636,514, respectively and aggregate investment sales totaling $105,703,029 and $62,946,526, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 8. UNIT ACCOUNTING As of October 17, 1995, the Company began allocating units to participant accounts. On March 31, 1999, the total number of units allocated to each of the funds in the Plan and the applicable net asset value (NAV) of each unit was as follows:
UNITS HELD NAV PER UNIT Anheuser-Busch Companies, Inc. Stock Fund 37,651,462 26.17 Short-Term Fixed Income Fund 362,168 18.42 Medium-Term Fixed Income Fund 449,555 25.04 Equity Index Fund 362,168 290.88 Managed Balanced Fund 293,997 20.69 Index Balanced Fund 147,464 52.62 Participant Loans 45,068,710 1.00 Earthgrains Company Stock Fund 900,954 14.76
17 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 1 of 4 MARCH 31, 1999 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - -----------------------------------------------------------------------------------------------------------------------------------
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 LOANS 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
18 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 2 of 4 MARCH 31, 1999 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - --------------------------------------------------------------------------------------------------------------------------------
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 $1,764,699,829 $ -- $ -- $ -- $ -- Interest bearing cash 3,720,727 129,620 U.S. government securities 9,361,836 19,483,013 Corporate debt instruments 10,442,678 28,354,090 Insurance contracts Interest in common/ collective trusts 21,318,878 Loans to participants Earthgrains Company, Inc. common stock Other investments 22,830 4,178,856 393,846 244,609,595 -- -------------- ----------- ----------- ------------ ----------- Total investments 1,768,443,386 23,983,370 48,360,569 244,609,595 21,318,878 -------------- ----------- ----------- ------------ ----------- Total assets 1,768,443,386 23,983,370 48,360,569 244,609,595 21,318,878 -------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (247,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total liabilities (247,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Net assets available for benefits $1,521,243,386 $23,983,370 $48,360,569 $244,609,595 $21,318,878 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $ -- $ -- $ -- $1,764,699,829 Interest bearing cash 15 3,850,362 U.S. government securities 28,844,849 Corporate debt instruments 38,796,768 Insurance contracts Interest in common/ collective trusts 10,798,861 32,117,739 Loans to participants 83,211,937 83,211,937 Earthgrains Company, Inc. common stock 35,407,087 35,407,087 Other Investments 10,800,360 -- 163,726 260,169,213 ----------- ----------- ----------- -------------- Total investments 21,599,221 83,211,937 35,570,828 2,247,097,784 ----------- ----------- ----------- -------------- Total assets 21,599,221 83,211,937 35,570,828 2,247,097,784 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (247,200,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (247,200,000) ----------- ----------- ----------- -------------- Net assets available for benefits $21,599,221 $83,211,937 $35,570,828 $1,999,897,784 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits
19 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 3 of 4 FOR THE YEAR ENDED MARCH 31, 1999 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - ----------------------------------------------------------------------------------------------------------------------------------
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 =========== =========== =========== ==============
20 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 4 of 4 FOR THE YEAR ENDED MARCH 31, 1999 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - ----------------------------------------------------------------------------------------------------------------------------------
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 $59,963,043 $1,211,998 $2,770,456 $11,176,034 $1,497,754 Employer 15,491,761 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total contributions 75,454,804 1,211,998 2,770,456 11,176,034 1,497,754 Investment income: Interest 885,882 1,004,353 2,840,890 2,800,378 Dividends 41,728,864 Net realized and unrealized appreciation in fair value of investments 178,962,138 29,847 1,391,974 50,332,246 3,829,723 -------------- ----------- ----------- ------------ ----------- Total additions 297,031,688 2,246,198 7,003,320 64,308,658 5,327,477 -------------- ----------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 107,016,259 4,258,766 2,520,682 8,076,962 1,164,839 Interest expense 23,273,250 Administrative expenses 15,815 -- (11,148) -- -- -------------- ----------- ----------- ------------ ----------- Total deductions 130,305,324 4,258,766 2,509,534 8,076,962 1,164,839 -------------- ----------- ----------- ------------ ----------- Net transfers (out) in (127,872,328) 10,427,353 (884,170) 101,497,681 6,349,379 -------------- ----------- ----------- ------------ ----------- Net increase 38,854,036 8,414,785 3,609,616 157,729,377 10,512,017 Net assets available for benefits: Beginning of year 1,482,389,350 15,568,585 44,750,953 86,880,218 10,806,861 -------------- ----------- ----------- ------------ ----------- End of year $1,521,243,386 $23,983,370 $48,360,569 $244,609,595 $21,318,878 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants 1,149,033 $ -- $ -- $77,768,318 Employer -- -- -- 15,491,761 ----------- ----------- ----------- -------------- Total contributions 1,149,033 -- -- 93,260,079 Investment income: Interest 125,864 7,003,752 716 14,661,835 Dividends 151,586 41,880,450 Net realized and unrealized appreciation in fair value of investments 2,946,651 -- 17,367,264 254,859,843 ----------- ----------- ----------- -------------- Total additions 4,221,548 7,003,752 17,519,566 404,662,207 ----------- ----------- ----------- -------------- Deductions from net assets attributed to: Distributions to participants 807,207 3,382,436 2,784,896 130,012,047 Interest expense 23,273,250 Administrative expenses -- -- (15) 4,652 ----------- ----------- ----------- -------------- Total deductions 807,207 3,382,436 2,784,881 153,289,949 ----------- ----------- ----------- -------------- Net transfers (out) in 10,428,344 3,410,799 (3,234,526) 122,532 ----------- ----------- ----------- -------------- Net increase 13,842,685 7,032,115 11,500,159 251,494,790 Net assets available for benefits: Beginning of year 7,756,536 76,179,822 24,070,669 1,748,402,994 ----------- ----------- ----------- -------------- End of year $21,599,221 $83,211,937 $35,570,828 $1,999,897,784 =========== =========== =========== ==============
EX-99.3 9 A-B PURCHASE PLAN FOR HOURLY EMPLOYEES AND SUBS 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, 1999 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 accountants Statement of Net Assets Available for Benefits with Fund Information at March 31, 1999 and March 31, 1998. Statement of Changes in Net Assets Available for Benefits with Fund Information for the years ended March 31, 1999 and March 31, 1998. Notes to financial statements Anheuser-Busch Defined Contribution Master Trust - Statement of Net Assets Available for Benefits with Fund Information at March 31, 1999 and March 31, 1998 (Appendix A) Anheuser-Busch Defined Contribution Master Trust - Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended March 31, 1999 and March 31, 1998 (Appendix A) (b) Exhibits: None [FN] Other schedules required by Section 2520.103-10 of Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2 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 24, 1999 3 4 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis MO 63101 Telephone (314) 206 8500 REPORT OF INDEPENDENT ACCOUNTANTS July 30, 1999 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 statements of net assets available for benefits with fund information and the related statements of changes in net assets available for benefits with fund information 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, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP 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 WITH FUND INFORMATION MARCH 31, 1999 PAGE 2 - ---------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Contributions receivable: Participants $ -- $ -- $ -- $ -- $ -- Employer 209,120 -- -- -- -- ----------- -------- -------- ---------- -------- 209,120 -- -- -- -- ----------- -------- -------- ---------- -------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 39,445,810 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 559,149 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 649,911 Anheuser-Busch Companies, Inc. Equity Index Fund 2,324,356 Anheuser-Busch Companies, Inc. Managed Balanced Fund 268,377 Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Company, Inc. Stock Fund -- -- -- -- -- ----------- -------- -------- ---------- -------- Total investments 39,445,810 559,149 649,911 2,324,356 268,377 ----------- -------- -------- ---------- -------- Total assets 39,654,930 559,149 649,911 2,324,356 268,377 ----------- -------- -------- ---------- -------- LIABILITIES Total liabilities -- -- -- -- -- ----------- -------- -------- ---------- -------- Net assets available for benefits $39,654,930 $559,149 $649,911 $2,324,356 $268,377 =========== ======== ======== ========== ======== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL ASSETS Contributions receivable: Participants $ -- $ -- $ -- $ -- Employer -- -- -- 209,120 -------- ---------- -------- ----------- -- -- -- 209,120 -------- ---------- -------- ----------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 39,445,810 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 559,149 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 649,911 Anheuser-Busch Companies, Inc. Equity Index Fund 2,324,356 Anheuser-Busch Companies, Inc. Managed Balanced Fund 268,377 Anheuser-Busch Companies, Inc. Index Balanced Fund 197,907 197,907 Participant loans 3,203,914 3,203,914 Earthgrains Company, Inc. Stock Fund -- -- 325,050 325,050 -------- ---------- -------- ----------- Total investments 197,907 3,203,914 325,050 46,974,474 -------- ---------- -------- ----------- Total assets 197,907 3,203,914 325,050 47,183,594 -------- ---------- -------- ----------- LIABILITIES Total liabilities -- -- -- -- -------- ---------- -------- ----------- Net assets available for benefits $197,907 $3,203,914 $325,050 $47,183,594 ======== ========== ======== =========== Represents more than 5% of net assets available for benefits.
The accompanying notes are an integral part of these financial statements. 6 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 1999 PAGE 3 - ---------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED STOCK FUND FUND FUND FUND FUND ASSETS Contributions receivable: Participants $ 12,658 $ 389 $ 528 $ 1,993 $ 369 Employer 8,680 -- -- -- -- ----------- -------- -------- ---------- -------- 21,338 389 528 1,993 369 ----------- -------- -------- ---------- -------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 25,022,961 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 515,131 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 666,969 Anheuser-Busch Companies, Inc. Equity Index Fund 1,907,206 Anheuser-Busch Companies, Inc. Managed Balanced Fund 239,017 Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Company, Inc. Stock Fund -- -- -- -- -- ----------- -------- -------- ---------- -------- Total investments 25,022,961 515,131 666,969 1,907,206 239,017 ----------- -------- -------- ---------- -------- Total assets 25,044,299 515,520 667,497 1,909,199 239,386 ----------- -------- -------- ---------- -------- LIABILITIES Total liabilities -- -- -- -- -- ----------- -------- -------- ---------- -------- Net assets available for benefits $25,044,299 $515,520 $667,497 $1,909,199 $239,386 =========== ======== ======== ========== ======== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL ASSETS Contributions receivable: Participants $ 302 $ -- $ -- $ 16,239 Employer -- -- -- 8,680 -------- ---------- -------- ----------- 302 -- -- 24,919 -------- ---------- -------- ----------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 25,022,961 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 515,131 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 666,969 Anheuser-Busch Companies, Inc. Equity Index Fund 1,907,206 Anheuser-Busch Companies, Inc. Managed Balanced Fund 239,017 Anheuser-Busch Companies, Inc. Index Balanced Fund 157,363 157,363 Participant loans 2,714,867 2,714,867 Earthgrains Company, Inc. Stock Fund -- -- 427,552 427,552 -------- ---------- -------- ----------- Total investments 157,363 2,714,867 427,552 31,651,066 -------- ---------- -------- ----------- Total assets 157,665 2,714,867 427,552 31,675,985 -------- ---------- -------- ----------- LIABILITIES Total liabilities -- -- -- -- -------- ---------- -------- ----------- Net assets available for benefits $157,665 $2,714,867 $427,552 $31,675,985 ======== ========== ======== =========== Represents more than 5% of net assets available for benefits.
The accompanying notes are an integral part of these financial statements. 7 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 1999 PAGE 4 - ---------------------------------------------------------------------------------------------------------------------------
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 $ 2,020,919 $ 77,254 $ 100,402 $ 429,010 $ 69,877 Employer 1,774,723 -- -- -- -- ----------- -------- --------- ---------- -------- Total contributions 3,795,642 77,254 100,402 429,010 69,877 Investment income: Interest Net realized and unrealized appreciation in fair value of investments 16,088,963 30,135 41,649 384,435 21,751 ----------- -------- --------- ---------- -------- Total additions 19,884,605 107,389 142,051 813,445 91,628 ----------- -------- --------- ---------- -------- Deductions from net assets attributed to: Distributions to participants 2,842,383 16,896 37,326 159,176 57,800 ----------- -------- --------- ---------- -------- Net transfers in (out) (2,431,591) (46,864) (122,311) (239,112) (4,837) ----------- -------- --------- ---------- -------- Net increase (decrease) 14,610,631 43,629 (17,586) 415,157 28,991 Net assets available for benefits: Beginning of year 25,044,299 515,520 667,497 1,909,199 239,386 ----------- -------- --------- ---------- -------- End of year $39,654,930 $559,149 $ 649,911 $2,324,356 $268,377 =========== ======== ========= ========== ======== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 56,295 $ -- $ -- $ 2,753,757 Employer -- -- -- 1,774,723 -------- ---------- --------- ----------- Total contributions 56,295 -- -- 4,528,480 Investment income: Interest 241,023 241,023 Net realized and unrealized appreciation in fair value of investments 23,627 -- 31,139 16,621,699 -------- ---------- --------- ----------- Total additions 79,922 241,023 31,139 21,391,202 -------- ---------- --------- ----------- Deductions from net assets attributed to: Distributions to participants 8,580 215,772 41,234 3,379,167 -------- ---------- --------- ----------- Net transfers in (out) (31,100) 463,796 (92,407) (2,504,426) -------- ---------- --------- ----------- Net increase (decrease) 40,242 489,047 (102,502) 15,507,609 Net assets available for benefits: Beginning of year 157,665 2,714,867 427,552 31,675,985 -------- ---------- --------- ----------- End of year $197,907 $3,203,914 $ 325,050 $47,183,594 ======== ========== ========= ===========
The accompanying notes are an integral part of these financial statements. 8 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 1999 PAGE 5 - ---------------------------------------------------------------------------------------------------------------------------
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 $ 2,073,605 $105,930 $109,207 $ 322,904 $ 62,758 Employer 1,559,192 -- -- -- -- ----------- -------- -------- ---------- -------- Total contributions 3,632,797 105,930 109,207 322,904 62,758 Investment income: Interest Dividends Net realized and unrealized appreciation in fair value of investments 2,687,802 29,201 58,465 543,603 52,096 ----------- -------- -------- ---------- -------- Total additions 6,320,599 135,131 167,672 866,507 114,854 ----------- -------- -------- ---------- -------- Deductions from net assets attributed to: Distributions to participants 1,449,827 21,547 18,217 97,459 14,419 ----------- -------- -------- ---------- -------- Net transfers in (out) (568,508) (41,859) (52,666) 138,473 (11,204) ----------- -------- -------- ---------- -------- Net increase 4,302,264 71,725 96,789 907,521 89,231 Net assets available for benefits: Beginning of year 20,742,035 443,795 570,708 1,001,678 150,155 ----------- -------- -------- ---------- -------- End of year $25,044,299 $515,520 $667,497 $1,909,199 $239,386 =========== ======== ======== ========== ======== INDEXED EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOAN FUND STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 50,881 $ -- $ -- $ 2,725,285 Employer -- -- -- 1,559,192 -------- ---------- -------- ----------- Total contributions 50,881 -- -- 4,284,477 Investment income: Interest 194,687 194,687 Dividends Net realized and unrealized appreciation in fair value of investments 28,639 -- 215,907 3,615,713 -------- ---------- -------- ----------- Total additions 79,520 194,687 215,907 8,094,877 -------- ---------- -------- ----------- Deductions from net assets attributed to: Distributions to participants 5,448 110,658 24,188 1,741,763 -------- ---------- -------- ----------- Net transfers in (out) 2,215 403,599 (67,890) (197,840) -------- ---------- -------- ----------- Net increase 76,287 487,628 123,829 6,155,274 Net assets available for benefits: Beginning of year 81,378 2,227,239 303,723 25,520,711 -------- ---------- -------- ----------- End of year $157,665 $2,714,867 $427,552 $31,675,985 ======== ========== ======== ===========
The accompanying notes are an integral part of these financial statements. 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, 1999 PAGE 6 - ------------------------------------------------------------------------------ 1. DESCRIPTION OF THE PLAN GENERAL The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) (the Plan) was established as a result of an amendment to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for salaried employees which was effective April 1, 1992. This summary is intended to provide only a general description of the Plan's provisions. Participants should refer to the Plan document for more complete information. PLAN ADMINISTRATION The Plan's named fiduciaries are Anheuser-Busch Companies, Inc. (the Company), as Sponsor and Plan Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the Company has the right to amend the Plan, designate the Plan's named fiduciaries and exercise all fiduciary functions necessary for the operation of the Plan except those which are assigned to another named fiduciary by the Plan or the related trust agreement. The Company has appointed an Administrative Committee to exercise the authority and responsibility for the general administration of the Plan. The Trustee has the exclusive authority and discretion to invest, manage and hold the assets of the trust in accordance with the provisions of the Plan and the separate trust agreement. Effective April 1, 1994, the Plan was amended to incorporate various changes to the Plan, including changes in participants' contribution limits, changes in Company matching contributions, the addition of the Managed Balanced Fund and Indexed Balanced Fund investment options and the decrease in the vesting period from three years to two years. PLAN PARTICIPATION The Plan covers eligible hourly employees of certain subsidiaries of the Company which include: Boardwalk and Baseball, Inc.; Busch Entertainment Corporation; Busch Properties of Florida, Inc.; Sea World, Inc.; Sea World of Florida, Inc.; and Sea World of Texas, Inc. Each hourly employee (other than employees covered by a collective bargaining agreement) of the above subsidiaries is eligible to participate in the Plan after completing one year of service, in which 1,000 hours of service are completed. Participation by eligible employees is voluntary. CONTRIBUTIONS A participant may make matched or unmatched contributions. Both matched and unmatched contributions may be before-tax or after-tax. A participant may contribute from 1% to 6% of 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 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, 1999 PAGE 7 - ------------------------------------------------------------------------------ subject to other limitations as set forth in the Plan agreement. In addition, the sum of Before-Tax contribution rates must not exceed 16% of a participant's base compensation, subject to certain limitations of the Internal Revenue Code. The participant's employer then contributes a matching amount determined annually based on the relationship of the Company's net income to its payroll for the year most recently ended. However, in no event may the participating employer's matching contribution be less than 33-1/3% nor more than 75% of the aggregate participant contributions. Effective April 1, 1998, the participating employer's matching contribution may not be less than 33-1/3% nor more than 100% of the aggregate participant contributions. The Company may 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 year ended March 31, 1999 a Supplemental Contribution of $209,120 was required, no Supplemental Contribution was required for 1998. Employee contributions vest and become non-forfeitable immediately. Company contributions for participants actively employed by the Company on or prior to March 31, 1989 vest immediately. For participants subsequently employed, Company contributions vest and become non-forfeitable after three years of service. Company contributions also vest upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding twelve months, upon termination of employment for any reason, including retirement, after reaching age 60, or in the event of a "change in control" of the Company as defined by the Plan. Forfeitures of nonvested balances reduce future employer contributions. There were $3,349 and $1,484 in forfeitures during the years ended March 31, 1999 and 1998, 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. The Master Trusts had been established for each of the investment funds other than the Company Stock Fund for the investment of the Plan's assets and the assets of the stock purchase and savings plans sponsored by the Company. On September 1, 1995, the Master Trusts for each investment fund were combined, along with the Company Stock Fund, into a single Master Trust. 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, 1999 PAGE 8 - ------------------------------------------------------------------------------ DISTRIBUTIONS The Plan permits in-service withdrawals and an optional annual class year distribution as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion of 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. AMENDMENT OR TERMINATION OF THE PLAN The Company anticipates that the Plan will continue without interruption but reserves the right to terminate its participation in the Plan subject to the provisions of ERISA. Such termination would result in the immediate and full vesting of each participant's account balance. The Trustee would then retain the assets until otherwise distributable under the Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of 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, 1999 PAGE 9 - ------------------------------------------------------------------------------ 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 with Fund Information. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment purchases and sales, and related realized gains or losses, are recorded on the trade date. Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date. Net realized and unrealized appreciation in fair value of investments is comprised of the change in market value 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. 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. 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, 1999 PAGE 10 - ------------------------------------------------------------------------------ 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. (Trustee). At March 31, 1999 and 1998, 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, 1999 1998 Investments at fair value: Anheuser-Busch common stock $2,690,248,415 $1,768,443,386 Short-term fixed income 22,336,551 23,983,370 Medium-term fixed income 45,376,432 48,360,569 Equity index 302,006,045 244,609,595 Managed balanced 23,560,824 21,318,878 Index balanced 26,361,477 21,599,221 Participant loans 87,168,848 83,211,937 Earthgrains Company common stock 29,552,524 35,570,828 -------------- -------------- $3,226,611,116 $2,247,097,784 ============== ==============
14 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, 1999 PAGE 11 - ------------------------------------------------------------------------------ Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31, 1999 1998 Net appreciation in fair value of investments: Anheuser-Busch common stock $1,048,963,294 $178,962,138 Short-term fixed income 1,148,887 29,847 Medium-term fixed income 114,341 1,391,974 Equity index 45,686,098 50,332,246 Managed balanced 2,004,553 3,829,723 Index balanced 3,289,062 2,946,651 Earthgrains Company common stock 1,575,592 17,367,264 -------------- ------------ 1,102,781,827 254,859,843 -------------- ------------ Interest 18,649,560 14,661,835 Dividends 39,115,247 41,880,450 -------------- ------------ $1,160,546,634 $311,402,128 ============== ============
Further financial information for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 1999 and 1998 are included as Appendix A. 4. FEDERAL INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated January 30, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. Therefore, the underlying trust of such a Plan is exempt from federal income taxes under Section 501 of the Internal Revenue Code. The Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 15 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, 1999 PAGE 12 - ------------------------------------------------------------------------------ 5. BENEFIT OBLIGATIONS Benefit obligations for persons who have withdrawn from participation in the Plan are as follows:
MARCH 31, 1999 1998 Anheuser-Busch Companies common stock fund $44,985 $126,318 Short-term fixed income fund 1,008 24,628 Medium-term fixed income fund 417 2,244 Equity index fund 1,372 1,713 Managed balanced fund 46 Index balanced fund 46 3,138 Earthgrains Company common stock fund 412 2,722 ------- -------- $48,286 $160,763 ======= ========
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, 1999 and 1998, transactions with the Company included aggregate common stock purchases totaling $2,178,598 and $304,859, respectively and aggregate common stock sales totaling $451,914 and $667,652, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. During the years ended March 31, 1999 and 1998, the Plan purchased and sold investments in the Employee Benefit Temporary Investment Fund of Mellon Bank N.A., the Plan trustee. Transactions with the Fund included aggregate investment purchases totaling $2,086,523 and $649,360, respectively and aggregate investment sales totaling $1,961,043 and $663,642, respectively. These transactions are allowable party-in-interest transactions under Sections 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 16 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, 1999 PAGE 13 - ------------------------------------------------------------------------------ 7. UNIT ACCOUNTING As of October 17, 1995, the Company began allocating units to participant accounts. On March 31, 1999, the total number of units allocated to each of the funds in the Plan and the applicable net asset value (NAV) of each unit was as follows:
UNITS HELD NAV PER UNIT Anheuser-Busch Companies, Inc. Stock Fund 1,507,657 26.17 Short-Term Fixed income Fund 30,364 18.42 Medium-Term Fixed income Fund 25,954 25.04 Equity Index Fund 7,991 290.88 Managed Balanced Fund 12,974 20.69 Index Balanced Fund 3,761 52.62 Participant Loans 3,203,914 1.00 Earthgrains Company Stock Fund 22,017 14.76
17 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 1 OF 4 MARCH 31, 1999 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - ------------------------------------------------------------------------------------------------------------------------------------
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 LOANS 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
18 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 2 OF 4 MARCH 31, 1999 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - ------------------------------------------------------------------------------------------------------------------------------------
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 $1,764,699,829 $ -- $ -- $ -- $ -- Interest bearing cash 3,720,727 129,620 U.S. government securities 9,361,836 19,483,013 Corporate debt instruments 10,442,678 28,354,090 Insurance contracts Interest in common/ collective trusts 21,318,878 Loans to participants Earthgrains Company, Inc. common stock Other investments 22,830 4,178,856 393,846 244,609,595 -- -------------- ----------- ----------- ------------ ----------- Total investments 1,768,443,386 23,983,370 48,360,569 244,609,595 21,318,878 -------------- ----------- ----------- ------------ ----------- Total assets 1,768,443,386 23,983,370 48,360,569 244,609,595 21,318,878 -------------- ----------- ----------- ------------ ----------- LIABILITIES Notes payable (247,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total liabilities (247,200,000) -- -- -- -- -------------- ----------- ----------- ------------ ----------- Net assets available for benefits $1,521,243,386 $23,983,370 $48,360,569 $244,609,595 $21,318,878 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL ASSETS Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock $ -- $ -- $ -- $1,764,699,829 Interest bearing cash 15 3,850,362 U.S. government securities 28,844,849 Corporate debt instruments 38,796,768 Insurance contracts Interest in common/ collective trusts 10,798,861 32,117,739 Loans to participants 83,211,937 83,211,937 Earthgrains Company, Inc. common stock 35,407,087 35,407,087 Other investments 10,800,360 -- 163,726 260,169,213 ----------- ----------- ----------- -------------- Total investments 21,599,221 83,211,937 35,570,828 2,247,097,784 ----------- ----------- ----------- -------------- Total assets 21,599,221 83,211,937 35,570,828 2,247,097,784 ----------- ----------- ----------- -------------- LIABILITIES Notes payable -- -- -- (247,200,000) ----------- ----------- ----------- -------------- Total liabilities -- -- -- (247,200,000) ----------- ----------- ----------- -------------- Net assets available for benefits $21,599,221 $83,211,937 $35,570,828 $1,999,897,784 =========== =========== =========== ============== Represents more than 5% of net assets available for benefits
19 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 3 OF 4 MARCH 31, 1999 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - ------------------------------------------------------------------------------------------------------------------------------------
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 =========== =========== =========== ==============
20 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION PAGE 4 OF 4 MARCH 31, 1999 ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST - ------------------------------------------------------------------------------------------------------------------------------------
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 $ 59,963,043 $ 1,211,998 $ 2,770,456 $ 11,176,034 $ 1,497,754 Employer 15,491,761 -- -- -- -- -------------- ----------- ----------- ------------ ----------- Total contributions 75,454,804 1,211,998 2,770,456 11,176,034 1,497,754 Investment income: Interest 885,882 1,004,353 2,840,890 2,800,378 Dividends 41,728,864 Net realized and unrealized appreciation in fair value of investments 178,962,138 29,847 1,391,974 50,332,246 3,829,723 -------------- ----------- ----------- ------------ ----------- Total additions 297,031,688 2,246,198 7,003,320 64,308,658 5,327,477 -------------- ----------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 107,016,259 4,258,766 2,520,682 8,076,962 1,164,839 Interest expense 23,273,250 Administrative expenses 15,815 -- (11,148) -- -- -------------- ----------- ----------- ------------ ----------- Total deductions 130,305,324 4,258,766 2,509,534 8,076,962 1,164,839 -------------- ----------- ----------- ------------ ----------- Net transfers (out) in (127,872,328) 10,427,353 (884,170) 101,497,681 6,349,379 -------------- ----------- ----------- ------------ ----------- Net increase 38,854,036 8,414,785 3,609,616 157,729,377 10,512,017 Net assets available for benefits: Beginning of year 1,482,389,350 15,568,585 44,750,953 86,880,218 10,806,861 -------------- ----------- ----------- ------------ ----------- End of year $1,521,243,386 $23,983,370 $48,360,569 $244,609,595 $21,318,878 ============== =========== =========== ============ =========== INDEX EARTHGRAINS BALANCED PARTICIPANT COMPANY FUND LOANS STOCK FUND TOTAL Additions to net assets attributed to: Contributions: Participants $ 1,149,033 $ -- $ -- $ 77,768,318 Employer -- -- -- 15,491,761 ----------- ----------- ----------- -------------- Total contributions 1,149,033 -- -- 93,260,079 Investment income: Interest 125,864 7,003,752 716 14,661,835 Dividends 151,586 41,880,450 Net realized and unrealized appreciation in fair value of investments 2,946,651 -- 17,367,264 254,859,843 ----------- ----------- ----------- -------------- Total additions 4,221,548 7,003,752 17,519,566 404,662,207 ----------- ----------- ----------- -------------- Deductions from net assets attributed to: Distributions to participants 807,207 3,382,436 2,784,896 130,012,047 Interest expense 23,273,250 Administrative expenses -- -- (15) 4,652 ----------- ----------- ----------- -------------- Total deductions 807,207 3,382,436 2,784,881 153,289,949 ----------- ----------- ----------- -------------- Net transfers (out) in 10,428,344 3,410,799 (3,234,526) 122,532 ----------- ----------- ----------- -------------- Net increase 13,842,685 7,032,115 11,500,159 251,494,790 Net assets available for benefits: Beginning of year 7,756,536 76,179,822 24,070,669 1,748,402,994 ----------- ----------- ----------- -------------- End of year $21,599,221 $83,211,937 $35,570,828 $1,999,897,784 =========== =========== =========== ==============
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