-----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, E5tSCehcj8AkPBwK0TbAU3uaHLmFDmFGJp2aktyaseiNk6KElMdFGl4ZNedtSNl6 jWXAbUWeE7Qev41ZTv21ow== 0001068800-03-000579.txt : 20030929 0001068800-03-000579.hdr.sgml : 20030929 20030929163002 ACCESSION NUMBER: 0001068800-03-000579 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030929 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: 1934 Act SEC FILE NUMBER: 001-07823 FILM NUMBER: 03915209 BUSINESS ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118-1852 BUSINESS PHONE: 3147656565 MAIL ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118-1852 10-K/A 1 ab10k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A (AMENDMENT 2) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ------------- ------------- COMMISSION FILE NUMBER 1-7823 ANHEUSER-BUSCH COMPANIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 43-1162835 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000 ------------------------ SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- -------------------- COMMON STOCK--$1 PAR VALUE NEW YORK STOCK EXCHANGE PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE 6 1/2% DEBENTURES DUE JANUARY 1, 2028 NEW YORK STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE -------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . --- --- 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] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2): Yes X No --- --- As of June 28, 2002, the aggregate market value of the voting stock held by nonaffiliates was $43,106,017,200. 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 836,078,250 SHARES AS OF MARCH 11, 2003 DOCUMENTS INCORPORATED BY REFERENCE Portions of Annual Report to Shareholders for the Year Ended December 31, 2002........... PART I, PART II, and PART IV Portions of Definitive Proxy Statement for Annual Meeting of Shareholders on April 23, 2003....................................... PART III and PART IV ======================================================================== Item 15 on pages 11 through 13 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2002 is amended by the addition of the following exhibits: Exhibit 23.2 -Consent of Independent Accountants Exhibit 23.3 -Consent of Independent Accountants Exhibit 23.4 -Consent of Independent Accountants Exhibit 31.1 -Certification of Chief Executive Officer Exhibit 31.2 -Certification of Chief Financial Officer Exhibit 32.1 -Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 32.2 -Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 99.4 -Financial Statements of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for the fiscal years ended March 31, 2002 and March 31, 2003. Exhibit 99.5 -Financial Statements of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) for the fiscal years ended March 31, 2002 and March 31, 2003. Exhibit 99.6 -Financial Statements 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 years ended March 31, 2002 and March 31, 2003. This Form 10-K/A is filed pursuant to Rule 15d-21 promulgated under the Securities Exchange Act of 1934, as amended, and is submitted in order to file with the Securities and Exchange Commission the financial statements of three employee benefit plans: the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan, the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) and the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries). This Form 10-K/A does not contain any financial statements or financial information of Anheuser-Busch Companies, Inc. Accordingly, the certifications made in Exhibits 31.1, 31.2, 32.1, and 32.2 concerning the absence of misstatements and omissions in the report, the fair presentation by the financial statements included in the report, and other matters apply to these three employee benefit plans and not to Anheuser-Busch Companies, Inc. 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 /s/ JOBETH G. BROWN ----------------------------------- JoBeth G. Brown Vice President and Secretary Date: September 29, 2003 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. * Patrick T. Stokes Chief Executive Officer and President September 29, 2003 - ------------------------------- and Director (Principal Executive (Patrick T. Stokes) Officer) * W. Randolph Baker Vice President and Chief Financial September 29, 2003 - ------------------------------- Officer (Principal Financial Officer) (W. Randolph Baker) * John F. Kelly Vice President and Controller September 29, 2003 - ------------------------------- (Principal Accounting Officer) (John F. Kelly) * August A. Busch III Director September 29, 2003 - ------------------------------- (August A. Busch III) * Carlos Fernandez G. Director September 29, 2003 - ------------------------------- (Carlos Fernandez G.) Director September 29, 2003 - ------------------------------- James J. Forese * John E. Jacob Director September 29, 2003 - ------------------------------- (John E. Jacob) * James R. Jones Director September 29, 2003 - ------------------------------- (James R. Jones) * Charles F. Knight Director September 29, 2003 - ------------------------------- (Charles F. Knight) * Vernon R. Loucks, Jr. Director September 29, 2003 - ------------------------------- (Vernon R. Loucks, Jr.) * Vilma S. Martinez Director September 29, 2003 - ------------------------------- (Vilma S. Martinez) * William Porter Payne Director September 29, 2003 - ------------------------------- (William Porter Payne) * Joyce M. Roche Director September 29, 2003 - ------------------------------- (Joyce M. Roche) * Henry Hugh Shelton Director September 29, 2003 - ------------------------------- Henry Hugh Shelton * Andrew C. Taylor Director September 29, 2003 - ------------------------------- (Andrew C. Taylor) * Douglas A. Warner III Director September 29, 2003 - ------------------------------- (Douglas A. Warner III) * Edward E. Whitacre, Jr. Director September 29, 2003 - ------------------------------- (Edward E. Whitacre, Jr.) By * /s/ JOBETH G. BROWN ---------------------------- Attorney-in-Fact JoBeth G. Brown
EXHIBIT INDEX Exhibit 23.2 -Consent of Independent Accountants Exhibit 23.3 -Consent of Independent Accountants Exhibit 23.4 -Consent of Independent Accountants Exhibit 31.1 -Certification of Chief Executive Officer Exhibit 31.2 -Certification of Chief Financial Officer Exhibit 32.1 -Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 32.2 -Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 99.4 -Financial Statements of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for the fiscal years ended March 31, 2002 and March 31, 2003. Exhibit 99.5 -Financial Statements of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) for the fiscal years ended March 31, 2002 and March 31, 2003. Exhibit 99.6 -Financial Statements 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 years ended March 31, 2002 and March 31, 2003. EX-23.2 3 exh23p2.txt Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-50058) of our report dated February 3, 2003 ------------- relating to the financial statements, which appears in the 2002 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in Anheuser-Busch Companies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the incorporation by reference of our report dated February 3, 2003 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in such Registration Statement of our report dated July 18, 2003 relating to the financial statements, which appears in the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan in this 10-K/A. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP St. Louis, Missouri September 22, 2003 EX-23.3 4 exh23p3.txt Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-71309) of our report dated February 3, 2003 ------------- relating to the financial statements, which appears in the 2002 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in Anheuser-Busch Companies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the incorporation by reference of our report dated February 3, 2003 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in such Registration Statement of our report dated July 18, 2003 relating to the financial statements, which appears in the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) in this 10-K/A. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP St. Louis, Missouri September 22, 2003 EX-23.4 5 exh23p4.txt Exhibit 23.4 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-105362) of our report dated February 3, 2003 -------------- relating to the financial statements, which appears in the 2002 Annual Report to Shareholders of Anheuser-Busch Companies, Inc., which is incorporated by reference in Anheuser-Busch Companies, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the incorporation by reference of our report dated February 3, 2003 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in such Registration Statement of our report dated July 18, 2003 relating to the financial statements, which appears in the Annual Report of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) in this 10-K/A. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP St. Louis, Missouri September 22, 2003 EX-31.1 6 exh31p1.txt Exhibit 31.1 CERTIFICATIONS I, Patrick T. Stokes, certify that: 1) I have reviewed this amendment to annual report on Form 10-K/A of Anheuser-Busch Companies, Inc.; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions); a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 25, 2003 /s/ Patrick T. Stokes ---------------------------- Patrick T. Stokes President and Chief Executive Officer Anheuser-Busch Companies, Inc. EX-31.2 7 exh31p2.txt Exhibit 31.2 CERTIFICATIONS I, W. Randolph Baker, certify that: 1) I have reviewed this amendment to annual report on Form 10-K/A of Anheuser-Busch Companies, Inc.; 2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions); a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 25, 2003 /s/ W. Randolph Baker ------------------------------- W. Randolph Baker Vice President and Chief Financial Officer Anheuser-Busch Companies, Inc. EX-32.1 8 exh32p1.txt Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER ANHEUSER-BUSCH COMPANIES, INC. FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2002 PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I am the President and Chief Executive Officer of Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"). I am delivering this certificate in connection with the Form 10-K/A of the Company for the year ended December 31, 2002 and filed with the Securities and Exchange Commission ("Form 10-K/A"). Pursuant to Rule 15d-21 promulgated under the Securities Exchange Act of 1934, as amended, the Form 10-K/A sets forth audited financial statements of the Anheuser-Busch Deferred Income Stock Purchase & Savings Plan, the Anheuser-Busch Deferred Income Stock Purchase & Savings Plan (For Employees Covered by a Collective Bargaining Agreement) and the Anheuser-Busch Deferred Income Stock Purchase & Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) (the "Plans"). Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, the Form 10-K/A fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-K/A fairly presents, in all material respects, the financial condition and results of operations of the Plans. Date: September 25, 2003 /s/ Patrick T. Stokes ------------------------------------- Patrick T. Stokes President and Chief Executive Officer Anheuser-Busch Companies, Inc. EX-32.2 9 exh32p2.txt Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER ANHEUSER-BUSCH COMPANIES, INC. FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2002 PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I am the Vice President and Chief Financial Officer of Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"). I am delivering this certificate in connection with the Form 10-K/A of the Company for the year ended December 31, 2002 and filed with the Securities and Exchange Commission ("Form 10-K/A"). Pursuant to Rule 15d-21 promulgated under the Securities Exchange Act of 1934, as amended, the Form 10-K/A sets forth audited financial statements of the Anheuser-Busch Deferred Income Stock Purchase & Savings Plan, the Anheuser-Busch Deferred Income Stock Purchase & Savings Plan (For Employees Covered by a Collective Bargaining Agreement) and the Anheuser-Busch Deferred Income Stock Purchase & Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) (the "Plans"). Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, the Form 10-K/A fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-K/A fairly presents, in all material respects, the financial condition and results of operations of the Plans. Date: September 25, 2003 /s/ W. Randolph Baker -------------------------------- W. Randolph Baker Vice President and Chief Financial Officer Anheuser-Busch Companies, Inc. EX-99.4 10 exh99p4.txt Exhibit 99.4 [PricewaterhouseCoopers Logo] ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION MARCH 31, 2003 AND 2002 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN CONTENTS MARCH 31, 2003 AND 2002 - ----------------------------------------------------------------------------------------------------------------
PAGE(S) REPORT OF INDEPENDENT AUDITORS.................................................................................1 FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits.................................................................2 Statement of Changes in Net Assets Available for Benefits......................................................3 Notes to Financial Statements...............................................................................4-11 ADDITIONAL INFORMATION* Appendix A: Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Statement of Net Assets Available for Benefits with Fund Information..........................................................12-13 Appendix B: Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Statement of Changes in Net Assets Available for Benefits with Fund Information..........................................................14-15 * Schedules required by 29 CFR 2520.103-10 of Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
REPORT OF INDEPENDENT AUDITORS To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (the "Plan") at March 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, 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 our opinion. /s/ PricewaterhouseCoopers LLP July 18, 2003 1 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2003 AND 2002 - -------------------------------------------------------------------------------------------------
2003 2002 ASSETS Contributions receivable Participants $ - $ 2,099,229 Employer - 1,221,707 ----------------- ----------------- - 3,320,936 Interest in Master Trust* 1,792,817,857 2,107,023,048 ----------------- ----------------- Total assets 1,792,817,857 2,110,343,984 ----------------- ----------------- LIABILITIES Due to broker for securities purchased 1,828,970 1,827,958 Interest payable - 2,726,625 Notes payable 23,150,000 66,100,000 ----------------- ----------------- Total liabilities 24,978,970 70,654,583 ----------------- ----------------- Net assets available for benefits $ 1,767,838,887 $ 2,039,689,401 ================= ================= * Represents more than 5 percent of net assets available for benefits. The accompanying notes are an integral part of these financial statements.
2 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2003 AND 2002 - -----------------------------------------------------------------------------------------------
2003 2002 ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 56,747,914 $ 52,485,599 Employer 4,754,128 8,339,816 Rollovers 2,737,419 2,998,943 ----------------- ----------------- Total contributions 64,239,461 63,824,358 Investment income Net realized and unrealized (depreciation)/ appreciation in fair value of investments (215,813,440) 241,293,365 Interest 3,292,820 4,160,101 Dividends 24,022,402 23,681,373 ----------------- ----------------- Total additions (124,258,757) 332,959,197 ----------------- ----------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 144,356,506 82,124,025 Interest expense 3,724,875 5,453,250 Administrative expenses 16,107 19,639 ----------------- ----------------- Total deductions 148,097,488 87,596,914 ----------------- ----------------- Net (decrease) increase (272,356,245) 245,362,283 Net transfers in (out) 505,731 (27,163,612) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 2,039,689,401 1,821,490,730 ----------------- ----------------- End of year $ 1,767,838,887 $ 2,039,689,401 ================= ================= The accompanying notes are an integral part of these financial statements.
3 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------ 1. PLAN DESCRIPTION The following description of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (the "Plan") is provided for general informational purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL 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 the following 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 is a defined contribution plan covering all eligible employees of Anheuser-Busch Companies, Inc. (the "Company") and certain subsidiaries of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). 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 ("IRC"). The Trustee was specifically empowered to enter into loans, on behalf of the Plan, and guaranteed by the Company, 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 decreasing the vesting period from three years to two years. 4 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------ Effective April 1, 2000, the Plan was amended to incorporate various changes to the Plan, including the addition of the Small/Mid Cap Stock Index Fund and International Stock Index Fund, the renaming of the Equity Index Fund to the Large Cap Stock Index Fund, and the acceptance of rollover contributions into the Plan. During 2002, the Plan was amended to incorporate various changes to the Plan, including, among other things, the election by participants, who meet certain requirements, to either receive dividends on the allocated shares of Company stock in cash or to direct the dividends to be reinvested in Company stock within the Plan. ELIGIBILITY 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, during which the employee worked 1,000 hours. Participation by eligible employees is voluntary. CONTRIBUTIONS A participant may make matched and unmatched contributions. Both matched and unmatched contributions may be before-tax or after-tax. A participant may contribute from 1 percent to 6 percent 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 percent nor more than 6 percent of the participant's base compensation. In addition, a participant may contribute from 1 percent to 10 percent 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 percent 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 Matched and Unmatched Contributions must not exceed 16 percent 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 expense for the year most recently ended. However, in no event may the participating employer's matching contribution be less than 33-1/3 percent nor more than 100 percent 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 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, or by a cash payment from the Company, and are required to be made within 180 days of the Plan's year end. For the year ended March 31, 2003, 394,847 shares with a value of $18,545,972 were transferred from the ESOP to participant accounts on April 2, 2003 for the required supplemental contribution. For the year ended March 31, 2002, 334,770 shares with a value of $17,458,255 were transferred from the ESOP to participant accounts on April 3, 2002 for the required supplemental contribution. 5 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------ Participant contributions received by the Plan are invested in one or more investment funds as directed by the participant. At least one-half of each participant's both Before-Tax and 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 percent into any fund established under the Plan. Earnings are reinvested in the fund to which they relate. All employer contributions are invested in the Company Stock Fund. FORFEITED ACCOUNTS Forfeitures result from a participant's withdrawal, retirement or termination before the participant is 100 percent vested in employer matching contributions. Forfeited nonvested amounts are used to reduce future employer contributions. Forfeitures for the years ended March 31, 2003 and 2002 were $36,446 and $48,065, respectively. VESTING Participants are immediately vested in their voluntary contributions and rollover contributions, plus related earnings. Company contributions for participants actively employed by the Company on or prior to March 31, 1991 vest immediately. For participants subsequently employed, Company contributions vest after two years of service. Company contributions also vest upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding twelve months, upon termination of employment for any reason, including retirement, after reaching age 60, or in the event of a "change in control" of the Company as defined by the Plan. PAYMENT OF BENEFITS The Plan permits in-service withdrawals as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion and the vested Company contribution portion of their account. Distributions for whole numbers of shares held in the Company stock fund 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 nonshare investments transferred to the Company Stock Fund and distributed thereafter in shares with fractional shares distributed in cash. In-service 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 percent 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. 6 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------ PLAN TERMINATION The Company intends to continue the Plan indefinitely. However, the Company may at anytime and for any reason, subject to the provisions of ERISA, suspend or terminate the Plan provided that such action does not adversely affect the rights of any participant under the Plan. 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 accompanying financial statements have been prepared using the accrual method of accounting, except that benefits are recorded when paid. USE OF ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent liabilities. Actual results could differ from those estimates. INVESTMENTS The Anheuser-Busch Companies, Inc. Defined Contribution Master Trust ("Master Trust") has been established for each of the investment funds for the investment of the Plan's assets and the assets of other stock purchase and savings plans sponsored by the Company. Investments in common stock, U.S. government securities, and corporate debt instruments are stated at fair value based on quoted market prices. Investments in interest bearing cash, insurance contracts, interests in common/collective trusts, and interests in registered investment companies are stated at fair value as determined by the Trustee. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities and related realized gains or losses, are recorded on the trade date. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. In accordance with the policy of stating investments at fair value the Plan presents, in the statement of changes in net assets available for benefits, the net appreciation or depreciation in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments. 7 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------ ALLOCATION OF ASSETS 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. RISKS AND UNCERTAINTIES The Plan's investment fund options provide participants with a variety of investment alternatives with differing levels of risk and income potential. Investment securities are exposed to various risks, such as significant world events, interest rate, credit and overall market volatility risk. 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 reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect the amounts reported in the Statement of Net Assets Available for Benefits. ADMINISTRATIVE 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 are paid by the Plan. CHANGE IN PRESENTATION During the Plan year ended March 31, 2003, the Plan changed its presentation of dividends, which were previously included in the Net transfers in (out) line of the Statement of Changes in Net Assets Available for Benefits. For comparability purposes, prior year information has been recast to conform to the 2003 presentation. 3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST Effective September 1, 1995 the Company and the Trustee entered into a new master trust agreement. In accordance with the agreement, the Plan exchanged 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 added to the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The Earthgrains Company Stock Fund was liquidated on August 10, 2001 as a result of Earthgrains Company being purchased by Sara Lee, Corporation. Effective December 1, 2000 the Small/Mid Cap Stock Index Fund and the International Stock Index Fund were added to the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The assets of the Master Trust are held by Mellon Bank, N.A. 8 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------ At March 31, 2003 and 2002, the Plan's interest in the assets of the Master Trust was approximately 57 percent and 56 percent, respectively of total Master Trust assets. The following table presents the fair value of investments for the Master Trust:
MARCH 31, 2003 2002 INVESTMENTS AT FAIR VALUE Anheuser-Busch common stock* $ 2,698,494,101 $ 3,211,757,063 Short-term fixed income 50,732,590 46,050,681 Medium-term fixed income 90,961,788 71,806,352 Equity index 138,274,688 215,527,035 Managed balanced 17,622,301 22,561,692 Index balanced 18,116,182 23,930,968 Small/Mid cap 19,399,255 24,017,018 International stock 5,192,457 6,718,955 Participant loans 101,894,030 96,345,528 ----------------- ----------------- $ 3,140,687,392 $ 3,718,715,292 ================= ================= * Represents more than 5 percent of net assets available for benefits.
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31, 2003 2002 NET (DEPRECIATION) APPRECIATION IN FAIR VALUE OF INVESTMENTS Anheuser-Busch common stock $ (354,857,127) $ 257,753,705 Short-term fixed income 64,442 54,015 Medium-term fixed income 8,614,638 2,486,570 Equity index (50,198,611) (2,732,925) Managed balanced (2,416,962) 800,358 Index balanced (2,872,262) 649,969 Small/Mid cap (5,963,511) 1,385,927 International stock (2,874,086) (242,676) Earthgrains Company common stock - 16,838,853 ---------------- --------------- (410,503,479) 276,993,796 ---------------- --------------- Interest 8,548,810 13,893,816 Dividends 85,151,587 80,469,213 ---------------- --------------- Net (decrease) increase in net assets during year $ (316,803,082) $ 371,356,825 ================ ===============
9 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------ Further financial information for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 2003 and 2002 are included as Appendix A and B. 4. INCOME TAX STATUS The Plan received a favorable determination letter from the Internal Revenue Service dated November 29, 2001, indicating that the Plan qualifies under the applicable provisions of Section 401 of the IRC, and is therefore exempt from federal income taxes. The Plan has since been amended, however, the Plan administrator believes that the Plan has continued to be designed and operated in compliance with the applicable requirements of the IRC. 5. NOTES PAYABLE In June 1989, the Plan issued $250 million in guaranteed 8.32 percent ESOP notes (Notes) to a group of insurance companies and other financial institutions. In September 1993, the interest rate was reduced to 8.25 percent per annum retroactive to January 1, 1993. Interest is payable on March 31 and September 30 of each year. Principal is payable in annual installments until maturity on March 31, 2004. The Notes are guaranteed by Anheuser-Busch Companies, Inc. Proceeds of the Notes were used to purchase 45,325,784 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, 2003 and 2002, 1,387,834 and 1,415,956 shares were released to participants, respectively. At March 31, 2003 and 2002 the Company Stock Fund held 1,343,674 and 2,731,508 unallocated shares, respectively, at market values of $62,628,645 and $142,584,718, respectively. Principal maturities for the year ending March 31, 2004 is $23,150,000. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO 5500 The following is a reconciliation of net assets available for benefits per the financial statements at March 31, 2003 and 2002 to the Plan's Form 5500:
2003 2002 Net assets available for benefits per the financial statements $ 1,767,838,887 $ 2,039,689,401 Amounts allocated to withdrawing participants (24,264,544) (27,292,975) ----------------- ----------------- Net assets available for benefits per the Form 5500 $ 1,743,574,343 $ 2,012,396,426 ================= =================
10 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------ The following is a reconciliation of benefits paid to participants per the financial statements for the year ended March 31, 2003 to the Plan's Form 5500: Benefits paid to participants per the financial statements $ 144,356,506 Add: Amounts allocated to withdrawing participants at March 31, 2003 24,264,544 Deduct: Amounts allocated to withdrawing participants as of March 31, 2002 (27,292,975) --------------- Benefits paid to participants per Form 5500 $ 141,328,075 =============== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to March 31, 2003, but not yet paid as of that date. 7. PARTY-IN-INTEREST TRANSACTIONS During the years ended March 31, 2003 and 2002, transactions with the Company included aggregate common stock purchases totaling $58,757,332 and $53,122,573, respectively, and aggregate common stock sales totaling $8,360,267 and $13,252,959, 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, 2003 and 2002, 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 $77,613,487 and $76,009,398, respectively and aggregate investment sales totaling $100,090,669 and $77,371,810, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 11 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 2003 APPENDIX A - ----------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED STOCK FUND FUND FUND FUND FUND FUND ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $2,662,756,783 $ - $ - $ - $ - $ - Interest bearing cash 35,737,318 4,196,943 778 2 - 51 U.S. government securities - 4,747,179 90,961,010 - - - Corporate debt instruments - 29,513,810 - - - - Interest in common/ collective trusts* - 12,101,614 - 138,274,686 - 16,405,318 Interest in registered investment companies - - - - 17,622,301 1,710,813 Loans to participants - - - - - - Other investments - 173,044 - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total investments 2,698,494,101 50,732,590 90,961,788 138,274,688 17,622,301 18,116,182 ---------------- ------------- ------------- -------------- ------------- ------------- Total assets 2,698,494,101 50,732,590 90,961,788 138,274,688 17,622,301 18,116,182 ---------------- ------------- ------------- -------------- ------------- ------------- LIABILITIES Due to broker for securities purchased - 3,137,170 - - - - Notes payable 46,300,000 - - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total liabilities 46,300,000 3,137,170 - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Net assets available for benefits $2,652,194,101 $47,595,420 $90,961,788 $138,274,688 $17,622,301 $18,116,182 ================ ============= ============= ============== ============= ============= SMALL/MID INTERNATIONAL PARTICIPANT CAP STOCK LOAN FUND FUND FUND TOTAL ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $ - $ - $ - $2,662,756,783 Interest bearing cash 1 2 - 39,935,095 U.S. government securities - - - 95,708,189 Corporate debt instruments - - - 29,513,810 Interest in common/ collective trusts* 19,399,254 - - 186,180,872 Interest in registered investment companies - 5,192,455 24,525,569 Loans to participants - - 101,894,030 101,894,030 Other investments - - - 173,044 ------------- ------------ -------------- ---------------- Total investments 19,399,255 5,192,457 101,894,030 3,140,687,392 ------------- ------------ -------------- ---------------- Total assets 19,399,255 5,192,457 101,894,030 3,140,687,392 ------------- ------------ -------------- ---------------- LIABILITIES Due to broker for securities purchased - - - 3,137,170 Notes payable - - - 46,300,000 ------------- ------------ -------------- ---------------- Total liabilities - - - 49,437,170 ------------- ------------ -------------- ---------------- Net assets available for benefits $19,399,255 $5,192,457 $101,894,030 $3,091,250,222 ============= ============ ============== ================ * Represents more than 5% of net assets available for benefits.
12 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 2002 APPENDIX A - -----------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED STOCK FUND FUND FUND FUND FUND FUND ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $3,131,769,304 $ - $ - $ - $ - $ - Interest bearing cash 79,987,759 11,468,769 - - - - U.S. government securities - 3,774,804 71,806,352 - - - Corporate debt instruments - 29,629,196 - - - - Interest in common/ collective trusts - - - - - 21,495,474 Interest in registered investment companies - - - - 22,561,692 2,435,494 Loans to participants - - - - - - Earthgrains Company, Inc. common stock - - - - - - Other investments* - 1,177,912 - 215,527,035 - - ---------------- ------------- ------------- -------------- ------------- ------------- Total investments 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692 23,930,968 ---------------- ------------- ------------- -------------- ------------- ------------- Total assets 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692 23,930,968 ---------------- ------------- ------------- -------------- ------------- ------------- LIABILITIES Due to broker for securities purchased - 2,635,397 142,203 483,078 - 68,435 Interest payable 5,453,250 - - - - - Notes payable 132,200,000 - - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total liabilities 137,653,250 2,635,397 142,203 483,078 - 68,435 ---------------- ------------- ------------- -------------- ------------- ------------- Net assets available for benefits $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533 ================ ============= ============= ============== ============= ============= SMALL/MID INTERNATIONAL PARTICIPANT EARTHGRAINS CAP STOCK LOAN COMPANY FUND FUND FUND STOCK FUND TOTAL ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $ - $ - $ - $ - $3,131,769,304 Interest bearing cash - - - - 91,456,528 U.S. government securities - - - - 75,581,156 Corporate debt instruments - - - - 29,629,196 Interest in common/ collective trusts 24,017,018 - - - 45,512,492 Interest in registered investment companies - 6,718,955 - - 31,716,141 Loans to participants - - 96,345,528 - 96,345,528 Earthgrains Company, Inc. common stock - - - - - Other investments* - - - - 216,704,947 ------------- ------------ ------------- ----------- ---------------- Total investments 24,017,018 6,718,955 96,345,528 - 3,718,715,292 ------------- ------------ ------------- ----------- ---------------- Total assets 24,017,018 6,718,955 96,345,528 - 3,718,715,292 ------------- ------------ ------------- ----------- ---------------- LIABILITIES Due to broker for securities purchased 61,948 22,363 - - 3,413,424 Interest payable - - - - 5,453,250 Notes payable - - - - 132,200,000 ------------- ------------ ------------- ----------- ---------------- Total liabilities 61,948 22,363 - - 141,066,674 ------------- ------------ ------------- ----------- ---------------- Net assets available for benefits $23,955,070 $6,696,592 $96,345,528 $ - $3,577,648,618 ============= ============ ============= =========== ================ * Represents more than 5% of net assets available for benefits.
13 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 2003 APPENDIX B - ---------------------------------------------------------------------------------------------------------------------------
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 $ 75,579,704 $ 1,710,183 $ 3,871,549 $ 11,232,461 $ 1,335,165 Employer 10,451,571 - - - - Rollovers (159) 3,715,474 - - - ---------------- ------------- ------------- -------------- ------------- Total contributions 86,031,116 5,425,657 3,871,549 11,232,461 1,335,165 INVESTMENT INCOME Interest 903,409 871,445 (13) - (3) Dividends 85,151,587 - - - - Net realized and unrealized (depreciation)/ appreciation in fair value of investments (354,857,127) 64,442 8,614,638 (50,198,611) (2,416,962) ---------------- ------------- ------------- -------------- ------------- Total additions (182,771,015) 6,361,544 12,486,174 (38,966,150) (1,081,800) ---------------- ------------- ------------- -------------- ------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 229,876,832 11,084,329 7,535,282 12,699,733 1,442,146 Interest expense 7,449,750 - - - - Administrative expenses 69,420 - - - - ---------------- ------------- ------------- -------------- ------------- Total deductions 237,396,002 11,084,329 7,535,282 12,699,733 1,442,146 Net transfers (out) in (1,742,695) 8,902,921 14,346,747 (25,103,386) (2,415,445) ---------------- ------------- ------------- -------------- ------------- Net (decrease) increase (421,909,712) 4,180,136 19,297,639 (76,769,269) (4,939,391) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 3,074,103,813 43,415,284 71,664,149 215,043,957 22,561,692 ---------------- ------------- ------------- -------------- ------------- End of year $2,652,194,101 $47,595,420 $90,961,788 $138,274,688 $17,622,301 ================ ============= ============= ============== ============= INDEX SMALL/MID INTERNATIONAL PARTICIPANT BALANCED CAP STOCK LOAN FUND FUND FUND FUND TOTAL ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 1,657,386 $ 1,690,837 $ 605,742 $ - $ 97,683,027 Employer - - - - 10,451,571 Rollovers - - - - 3,715,315 ------------- ------------- ------------- -------------- ---------------- Total contributions 1,657,386 1,690,837 605,742 - 111,849,913 INVESTMENT INCOME Interest 51 - 1 6,773,920 8,548,810 Dividends - - - - 85,151,587 Net realized and unrealized (depreciation)/ appreciation in fair value of investments (2,872,262) (5,963,511) (2,874,086) - (410,503,479) ------------- ------------- ------------- -------------- ---------------- Total additions (1,214,825) (4,272,674) (2,268,343) 6,773,920 (204,953,169) ------------- ------------- ------------- -------------- ---------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 1,496,496 1,588,499 420,542 1,185,883 267,329,742 Interest expense - - - - 7,449,750 Administrative expenses - - - - 69,420 ------------- ------------- ------------- -------------- ---------------- Total deductions 1,496,496 1,588,499 420,542 1,185,883 274,848,912 Net transfers (out) in (3,035,030) 1,305,358 1,184,750 (39,535) (6,596,315) ------------- ------------- ------------- -------------- ---------------- Net (decrease) increase (5,746,351) (4,555,815) (1,504,135) 5,548,502 (486,398,396) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 23,862,533 23,955,070 6,696,592 96,345,528 3,577,648,618 ------------- ------------- ------------- -------------- ---------------- End of year $18,116,182 $19,399,255 $ 5,192,457 $101,894,030 $3,091,250,222 ============= ============= ============= ============== ================
14 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 2002 APPENDIX B - -----------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED STOCK FUND FUND FUND FUND FUND FUND ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 67,280,795 $ 1,171,738 $ 2,470,907 $ 13,361,951 $ 1,315,308 $ 1,464,603 Employer 20,224,754 - - - - - Rollovers - 3,483,034 - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total contributions 87,505,549 4,654,772 2,470,907 13,361,951 1,315,308 1,464,603 INVESTMENT INCOME Interest 1,723,511 1,233,264 - 3,044,591 - 8 Dividends 80,414,719 - - - - - Net realized and unrealized appreciation/(depreciation) in fair value of investments 257,753,705 54,015 2,486,570 (2,732,925) 800,358 649,969 ---------------- ------------- ------------- -------------- ------------- ------------- Total additions 427,397,484 5,942,051 4,957,477 13,673,617 2,115,666 2,114,580 ---------------- ------------- ------------- -------------- ------------- ------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 163,635,382 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147 Interest expense 10,906,500 - - - - - Administrative expenses 66,193 - - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total deductions 174,608,075 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147 Net transfers in (out) 49,237,659 13,843,716 24,693,503 (7,507,551) 1,074,921 2,221,083 ---------------- ------------- ------------- -------------- ------------- ------------- Net increase (decrease) 302,027,068 12,181,718 25,338,404 (7,006,942) 2,103,000 2,742,516 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 2,772,076,745 31,233,566 46,325,745 222,050,899 20,458,692 21,120,017 ---------------- ------------- ------------- -------------- ------------- ------------- End of year $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533 ================ ============= ============= ============== ============= ============= SMALL/MID INTERNATIONAL PARTICIPANT EARTHGRAINS CAP STOCK LOAN COMPANY FUND FUND FUND STOCK FUND TOTAL ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 1,062,102 $ 404,928 $ - $ - $ 88,532,332 Employer - - - - 20,224,754 Rollovers - - - - 3,483,034 ------------- ------------ ------------- -------------- ---------------- Total contributions 1,062,102 404,928 - - 112,240,120 INVESTMENT INCOME Interest - - 7,881,209 11,233 13,893,816 Dividends - - - 54,494 80,469,213 Net realized and unrealized appreciation/(depreciation) in fair value of investments 1,385,927 (242,676) - 16,838,853 276,993,796 ------------- ------------ ------------- -------------- ---------------- Total additions 2,448,029 162,252 7,881,209 16,904,580 483,596,945 ------------- ------------ ------------- -------------- ---------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 651,566 280,125 1,906,150 991,197 195,234,787 Interest expense - - - - 10,906,500 Administrative expenses - - - - 66,193 ------------- ------------ ------------- -------------- ---------------- Total deductions 651,566 280,125 1,906,150 991,197 206,207,480 Net transfers in (out) 15,055,063 3,167,370 (1,052,306) (35,999,260) 64,734,198 ------------- ------------ ------------- -------------- ---------------- Net increase (decrease) 16,851,526 3,049,497 4,922,753 (20,085,877) 342,123,663 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 7,103,544 3,647,095 91,422,775 20,085,877 3,235,524,955 ------------- ------------ ------------- -------------- ---------------- End of year $23,955,070 $6,696,592 $96,345,528 $ - $3,577,648,618 ============= ============ ============= ============== ================
15 EX-99.5 11 exh99p5.txt Exhibit 99.5 [PricewaterhouseCoopers Logo] ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION MARCH 31, 2003 AND 2002 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) CONTENTS MARCH 31, 2003 AND 2002 - ----------------------------------------------------------------------------------------------------------------
PAGE(S) REPORT OF INDEPENDENT AUDITORS.................................................................................1 Financial Statements Statement of Net Assets Available for Benefits.................................................................2 Statement of Changes in Net Assets Available for Benefits......................................................3 Notes to Financial Statements...............................................................................4-12 ADDITIONAL INFORMATION* Appendix A: Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Statement of Net Assets Available for Benefits with Fund Information..........................................................13-14 Appendix B: Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Statement of Changes in Net Assets Available for Benefits with Fund Information..........................................................15-16 * Schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
REPORT OF INDEPENDENT AUDITORS To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) (the "Plan") at March 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, 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 our opinion. /s/ PricewaterhouseCoopers LLP July 18, 2003 1 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------------------
2003 2002 ASSETS Contributions receivable Participants $ - $ 617,615 Employer - - ----------------- ----------------- - 617,615 Interest in Master Trust* 1,276,821,754 1,538,007,455 ----------------- ----------------- Total assets 1,276,821,754 1,538,625,070 ----------------- ----------------- LIABILITIES Due to broker for securities purchased 1,239,182 1,532,302 Interest payable - 2,726,625 Notes payable 23,150,000 66,100,000 ----------------- ----------------- Total liabilities 24,389,182 70,358,927 ----------------- ----------------- Net assets available for benefits $ 1,252,432,572 $ 1,468,266,143 ================= ================= * Represents more than 5 percent of net assets available for benefits. The accompanying notes are an integral part of these financial statements.
2 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2003 AND 2002 - -------------------------------------------------------------------------------------------------
2003 2002 ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 33,928,457 $ 32,476,050 Employer 4,388 - Rollovers 935,772 484,091 ----------------- ----------------- Total contributions 34,868,617 32,960,141 Investment income Net realized and unrealized (depreciation)/appreciation in fair value of investments (146,405,476) 178,005,887 Interest 3,818,777 4,855,034 Dividends 18,313,246 18,537,617 ----------------- ----------------- Total additions (89,404,836) 234,358,679 ----------------- ----------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 116,993,152 107,208,036 Interest expense 3,724,875 5,453,250 Administrative expenses 53,313 46,554 ----------------- ----------------- Total deductions 120,771,340 112,707,840 ----------------- ----------------- Net (decrease) increase (210,176,176) 121,650,839 Net transfers out (5,657,395) (22,537,494) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 1,468,266,143 1,369,152,798 ----------------- ----------------- End of year $ 1,252,432,572 $ 1,468,266,143 ================= ================= The accompanying notes are an integral part of these financial statements.
3 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------- 1. PLAN DESCRIPTION The following description of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) (the "Plan") is provided for general informational purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL 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 the following 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. The Plan is a defined contribution plan covering substantially all employees of Anheuser-Busch Companies, Inc. (the "Company") and certain subsidiaries of the Company who are members of collective bargaining units and whose collective bargaining agreement specifically provides for participation of such members. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). 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 ("IRC"). The Trustee was specifically empowered to enter into loans, on behalf of the Plan, and guaranteed by the Company, 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 decreasing vesting period from three years to two years. 4 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------- Effective April 1, 2000, the Plan was amended to incorporate various changes to the Plan, including the addition of the Small/Mid Cap Stock Index Fund and International Stock Index Fund, the renaming of the Equity Index Fund to the Large Cap Stock Index Fund, and the acceptance of rollover contributions into the Plan. During 2002, the Plan was amended to incorporate various changes to the Plan, including, among other things, the election by participants, who meet certain requirements, to either receive dividends on the allocated shares of Company stock in cash or to direct the dividends to be reinvested in Company stock within the Plan. ELIGIBILITY 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 and unmatched contributions. Both matched and unmatched contributions may be before-tax and after-tax. A participant may contribute from 1 percent to 6 percent 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 percent nor more than 6 percent of the participant's base compensation. In addition, a participant may contribute from 1 percent to 10 percent 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 percent 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 Matched and Unmatched Contributions must not exceed 16 percent 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 expense for the year most recently ended. However, in no event may the participating employer's matching contribution be less than 33-1/3 percent nor more than 100 percent 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 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, or by a cash payment from the Company, and are required to be made within 180 days of the Plan's year end. For the year ended March 31, 2003, 204,329 shares with a value of $9,564,623 were transferred from the ESOP to participant accounts on March 31, 2003 for the required supplemental contribution. The Company also made an additional contribution of 363,641 shares with a value of $17,022,035 on March 31, 2003 through the transfer of ESOP shares to participant accounts. For the year ended March 31, 2002, 177,456 shares with a value of $9,262,681 were transferred from the ESOP to participant 5 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------- accounts on March 29, 2002 as well as 351,755 shares with a value of $18,361,611 on March 30, 2002 for the required supplemental contribution. Participant contributions received by the Plan are invested in one or more investment funds as directed by the participant. At least one-half of each participant's both Before-Tax and 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 percent into any fund established under the Plan. Earnings are reinvested in the fund to which they relate. All employer contributions are invested in the Company Stock Fund. FORFEITED ACCOUNTS Forfeitures result from a participant's withdrawal, retirement or termination before the participant is 100 percent vested in employer matching contributions. Forfeited nonvested amounts are used to reduce future employer contributions. Forfeitures for the years ended March 31, 2003 and 2002 were $7,499 and $3,880, respectively. VESTING Participants are immediately vested in their voluntary contributions and rollover contributions, plus related earnings. Company contributions for participants actively employed by the Company on or prior to March 31, 1991 vest immediately. For participants subsequently employed, Company contributions vest after two years of service. Company contributions also vest upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding twelve months, upon termination of employment for any reason, including retirement, after reaching age 60, or in the event of a "change in control" of the Company as defined by the Plan. PAYMENT OF BENEFITS The Plan permits in-service withdrawals as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion and the vested Company contribution portion of their account. Distributions for whole numbers of shares held in the Company stock fund 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 nonshare investments transferred to the Company Stock Fund and distributed thereafter in shares with fractional shares distributed in cash. In-service distributions are payable at the election of the participant in Company shares or in cash. 6 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------- 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 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 percent 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 TERMINATION The Company intends to continue the Plan indefinitely. However, the Company may at anytime and for any reason, subject to the provisions of ERISA, suspend or terminate the Plan provided that such action does not adversely affect the rights of any participant under the Plan. 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 accompanying financial statements have been prepared using the accrual method of accounting, except that benefits are recorded when paid. USE OF ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent liabilities. Actual results could differ from those estimates. INVESTMENTS The Anheuser-Busch Companies, Inc. Defined Contribution Master Trust ("Master Trust") has been established for each of the investment funds for the investment of the Plan's assets and the assets of other stock purchase and savings plans sponsored by the Company. Investments in common stock, U.S. government securities, and corporate debt instruments are stated at fair value, which is determined based on quoted market prices. Investments in interest bearing cash, insurance contracts, interests in common/collective trusts, and interests in registered investment companies are stated at fair value as determined by the Trustee. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities and related realized gains or losses, are recorded on the trade date. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. In accordance with the policy of stating investments at fair value the Plan presents, in the statement of changes in net assets available for benefits, the net appreciation or depreciation in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments. 7 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------- ALLOCATION OF ASSETS 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. RISKS AND UNCERTAINTIES The Plan's investment fund options provide participants with a variety of investment alternatives with differing levels of risk and income potential. Investment securities are exposed to various risks, such as significant world events, interest rate, credit and overall market volatility risk. 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 reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect the amounts reported in the Statement of Net Assets Available for Benefits. ADMINISTRATIVE 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 are paid by the Plan. CHANGE IN PRESENTATION During the Plan year ended March 31, 2003, the Plan changed its presentation of dividends, which were previously included in the Net transfers in (out) line of the Statement of Changes in Net Assets Available for Benefits. For comparability purposes, prior year information has been recast to conform to the 2003 presentation. 8 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------- 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. In accordance with the agreement, the Plan exchanged 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 added to the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The Earthgrains Company Stock Fund was liquidated on August 10, 2001 as a result of Earthgrains Company being purchased by Sara Lee Corporation. Effective December 1, 2000 the Small/Mid Cap Stock Index Fund and the International Stock Index Fund were added to the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The assets of the Master Trust are held by Mellon Bank, N.A. At March 31, 2003 and 2002, the Plan's interest in the assets of the Master Trust was approximately 41 percent and 42 percent, respectively of total Master Trust assets. 9 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------- The following table presents the fair value of investments for the Master Trust:
MARCH 31, 2003 2002 INVESTMENTS AT FAIR VALUE Anheuser-Busch common stock* $ 2,698,494,101 $ 3,211,757,063 Short-term fixed income 50,732,590 46,050,681 Medium-term fixed income 90,961,788 71,806,352 Equity index 138,274,688 215,527,035 Managed balanced 17,622,301 22,561,692 Index balanced 18,116,182 23,930,968 Small/Mid cap 19,399,255 24,017,018 International stock 5,192,457 6,718,955 Participant loans 101,894,030 96,345,528 ----------------- ----------------- $ 3,140,687,392 $ 3,718,715,292 ================= ================= * Represents more than 5 percent of net assets available for benefits.
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31, 2003 2002 NET (DEPRECIATION) APPRECIATION IN FAIR VALUE OF INVESTMENTS Anheuser-Busch common stock $ (354,857,127) $ 257,753,705 Short-term fixed income 64,442 54,015 Medium-term fixed income 8,614,638 2,486,570 Equity index (50,198,611) (2,732,925) Managed balanced (2,416,962) 800,358 Index balanced (2,872,262) 649,969 Small/Mid cap (5,963,511) 1,385,927 International stock (2,874,086) (242,676) Earthgrains Company common stock - 16,838,853 ---------------- --------------- (410,503,479) 276,993,796 ---------------- --------------- Interest 8,548,810 13,893,816 Dividends 85,151,587 80,469,213 ---------------- --------------- Net (decrease) increase in net assets during year $ (316,803,082) $ 371,356,825 ================ ===============
Further financial information for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 2003 and 2002 are included as Appendix A and B. 10 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------- 4. INCOME TAX STATUS The Plan received a favorable determination letter from the Internal Revenue Service dated November 29, 2001, indicating that the Plan qualifies under the applicable provisions of Section 401 of the IRC, and is therefore exempt from federal income taxes. The Plan has since been amended, however, the Plan administrator believes that the Plan has continued to be designed and operated in compliance with the applicable requirements of the IRC. 5. NOTES PAYABLE In June 1989, the Plan issued $250 million in guaranteed 8.32 percent ESOP notes (Notes) to a group of insurance companies and other financial institutions. In September 1993, the interest rate was reduced to 8.25 percent per annum retroactive to January 1, 1993. Interest is payable on March 31 and September 30 of each year. Principal is payable in annual installments until maturity on March 31, 2004. The Notes are guaranteed by Anheuser-Busch Companies, Inc. Proceeds of the Notes were used to purchase 45,325,784 shares of Company stock, the unallocated portion of which is pledged as collateral for the Notes. The shares are maintained in the Anheuser-Busch Companies, Inc. Stock Fund and are released and allocated to Plan participants based on calculations specified in the Plan document as contributions are made to the Plan. During the years ended March 31, 2003 and 2002, 1,914,762 and 1,415,934 shares were released to participants, respectively. At March 31, 2003 and 2002, the Company Stock Fund held 1,344,098 and 3,258,860 unallocated shares, respectively, at market values of $62,648,408 and $170,112,692, respectively. Principal maturities for the year ending March 31, 2004 is $23,150,000. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO 5500 The following is a reconciliation of net assets available for benefits per the financial statements at March 31, 2003 and 2002 to the Plan's Form 5500:
2003 2002 Net assets available for benefits per the financial statements $ 1,252,432,572 $ 1,468,266,143 Amounts allocated to withdrawing participants (5,684,814) (9,690,692) ----------------- ----------------- Net assets available for benefits per the Form 5500 $ 1,246,747,758 $ 1,458,575,451 ================= =================
11 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------- The following is a reconciliation of benefits paid to participants per the financial statements for the year ended March 31, 2003 to the Plan's Form 5500: Benefits paid to participants per the financial statements $ 116,993,152 Add: Amounts allocated to withdrawing participants at March 31, 2003 5,684,814 Deduct: Amounts allocated to withdrawing participants as of March 31, 2002 (9,690,692) --------------- Benefits paid to participants per Form 5500 $ 112,987,274 =============== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to March 31, 2003, but not yet paid as of that date. 7. PARTY-IN-INTEREST TRANSACTIONS During the years ended March 31, 2003 and 2002, transactions with the Company included aggregate common stock purchases totaling $40,522,298 and $39,841,930, respectively and aggregate common stock sales totaling $5,765,701 and $9,939,720, 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, 2003 and 2002, 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 $62,297,337 and $72,021,078, respectively and aggregate investment sales totaling $85,176,594 and $61,920,562, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 12 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 2003 APPENDIX A - ----------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED STOCK FUND FUND FUND FUND FUND FUND ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $2,662,756,783 $ - $ - $ - $ - $ - Interest bearing cash 35,737,318 4,196,943 778 2 - 51 U.S. government securities - 4,747,179 90,961,010 - - - Corporate debt instruments - 29,513,810 - - - - Interest in common/ collective trusts* - 12,101,614 - 138,274,686 - 16,405,318 Interest in registered investment companies - - - - 17,622,301 1,710,813 Loans to participants - - - - - - Other investments - 173,044 - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total investments 2,698,494,101 50,732,590 90,961,788 138,274,688 17,622,301 18,116,182 ---------------- ------------- ------------- -------------- ------------- ------------- Total assets 2,698,494,101 50,732,590 90,961,788 138,274,688 17,622,301 18,116,182 ---------------- ------------- ------------- -------------- ------------- ------------- LIABILITIES Due to broker for securities purchased - 3,137,170 - - - - Notes payable 46,300,000 - - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total liabilities 46,300,000 3,137,170 - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Net assets available for benefits $2,652,194,101 $47,595,420 $90,961,788 $138,274,688 $17,622,301 $18,116,182 ================ ============= ============= ============== ============= ============= SMALL/MID INTERNATIONAL PARTICIPANT CAP STOCK LOAN FUND FUND FUND TOTAL ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $ - $ - $ - $2,662,756,783 Interest bearing cash 1 2 - 39,935,095 U.S. government securities - - - 95,708,189 Corporate debt instruments - - - 29,513,810 Interest in common/ collective trusts* 19,399,254 - - 186,180,872 Interest in registered investment companies - 5,192,455 24,525,569 Loans to participants - - 101,894,030 101,894,030 Other investments - - - 173,044 ------------- ------------ -------------- ---------------- Total investments 19,399,255 5,192,457 101,894,030 3,140,687,392 ------------- ------------ -------------- ---------------- Total assets 19,399,255 5,192,457 101,894,030 3,140,687,392 ------------- ------------ -------------- ---------------- LIABILITIES Due to broker for securities purchased - - - 3,137,170 Notes payable - - - 46,300,000 ------------- ------------ -------------- ---------------- Total liabilities - - - 49,437,170 ------------- ------------ -------------- ---------------- Net assets available for benefits $19,399,255 $5,192,457 $101,894,030 $3,091,250,222 ============= ============ ============== ================ * Represents more than 5% of net assets available for benefits.
13 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 2002 APPENDIX A - -----------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED STOCK FUND FUND FUND FUND FUND FUND ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $3,131,769,304 $ - $ - $ - $ - $ - Interest bearing cash 79,987,759 11,468,769 - - - - U.S. government securities - 3,774,804 71,806,352 - - - Corporate debt instruments - 29,629,196 - - - - Interest in common/ collective trusts - - - - - 21,495,474 Interest in registered investment companies - - - - 22,561,692 2,435,494 Loans to participants - - - - - - Earthgrains Company, Inc. common stock - - - - - - Other investments* - 1,177,912 - 215,527,035 - - ---------------- ------------- ------------- -------------- ------------- -------------- Total investments 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692 23,930,968 ---------------- ------------- ------------- -------------- ------------- -------------- Total assets 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692 23,930,968 ---------------- ------------- ------------- -------------- ------------- -------------- LIABILITIES Due to broker for securities purchased - 2,635,397 142,203 483,078 - 68,435 Interest payable 5,453,250 - - - - - Notes payable 132,200,000 - - - - - ---------------- ------------- ------------- -------------- ------------- -------------- Total liabilities 137,653,250 2,635,397 142,203 483,078 - 68,435 ---------------- ------------- ------------- -------------- ------------- -------------- Net assets available for benefits $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533 ================ ============= ============= ============== ============= ============== SMALL/MID INTERNATIONAL PARTICIPANT EARTHGRAINS CAP STOCK LOAN COMPANY FUND FUND FUND STOCK FUND TOTAL ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $ - $ - $ - $ - $3,131,769,304 Interest bearing cash - - - - 91,456,528 U.S. government securities - - - - 75,581,156 Corporate debt instruments - - - - 29,629,196 Interest in common/ collective trusts 24,017,018 - - - 45,512,492 Interest in registered investment companies - 6,718,955 - - 31,716,141 Loans to participants - - 96,345,528 - 96,345,528 Earthgrains Company, Inc. common stock - - - - - Other investments* - - - - 216,704,947 ------------- ------------ ------------- ----------- ---------------- Total investments 24,017,018 6,718,955 96,345,528 - 3,718,715,292 ------------- ------------ ------------- ----------- ---------------- Total assets 24,017,018 6,718,955 96,345,528 - 3,718,715,292 ------------- ------------ ------------- ----------- ---------------- LIABILITIES Due to broker for securities purchased 61,948 22,363 - - 3,413,424 Interest payable - - - - 5,453,250 Notes payable - - - - 132,200,000 ------------- ------------ ------------- ----------- ---------------- Total liabilities 61,948 22,363 - - 141,066,674 ------------- ------------ ------------- ----------- ---------------- Net assets available for benefits $23,955,070 $6,696,592 $96,345,528 $ - $3,577,648,618 ============= ============ ============= =========== ================ * Represents more than 5% of net assets available for benefits.
14 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 2003 APPENDIX B - ------------------------------------------------------------------------------------------------------------------------
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 $ 75,579,704 $ 1,710,183 $ 3,871,549 $ 11,232,461 $ 1,335,165 Employer 10,451,571 - - - - Rollovers (159) 3,715,474 - - - ---------------- ------------- ------------- -------------- ------------- Total contributions 86,031,116 5,425,657 3,871,549 11,232,461 1,335,165 INVESTMENT INCOME Interest 903,409 871,445 (13) - (3) Dividends 85,151,587 - - - - Net realized and unrealized (depreciation)/appreciation in fair value of investments (354,857,127) 64,442 8,614,638 (50,198,611) (2,416,962) ---------------- ------------- ------------- -------------- ------------- Total additions (182,771,015) 6,361,544 12,486,174 (38,966,150) (1,081,800) ---------------- ------------- ------------- -------------- ------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 229,876,832 11,084,329 7,535,282 12,699,733 1,442,146 Interest expense 7,449,750 - - - - Administrative expenses 69,420 - - - - ---------------- ------------- ------------- -------------- ------------- Total deductions 237,396,002 11,084,329 7,535,282 12,699,733 1,442,146 Net transfers (out) in (1,742,695) 8,902,921 14,346,747 (25,103,386) (2,415,445) ---------------- ------------- ------------- -------------- ------------- Net (decrease) increase (421,909,712) 4,180,136 19,297,639 (76,769,269) (4,939,391) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 3,074,103,813 43,415,284 71,664,149 215,043,957 22,561,692 ---------------- ------------- ------------- -------------- ------------- End of year $2,652,194,101 $47,595,420 $90,961,788 $138,274,688 $17,622,301 ================ ============= ============= ============== ============= INDEX SMALL/MID INTERNATIONAL PARTICIPANT BALANCED CAP STOCK LOAN FUND FUND FUND FUND TOTAL ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 1,657,386 $ 1,690,837 $ 605,742 $ - $ 97,683,027 Employer - - - - 10,451,571 Rollovers - - - - 3,715,315 ------------- ------------- ------------ -------------- ---------------- Total contributions 1,657,386 1,690,837 605,742 - 111,849,913 INVESTMENT INCOME Interest 51 - 1 6,773,920 8,548,810 Dividends - - - - 85,151,587 Net realized and unrealized (depreciation)/appreciation in fair value of investments (2,872,262) (5,963,511) (2,874,086) - (410,503,479) ------------- ------------- ------------ -------------- ---------------- Total additions (1,214,825) (4,272,674) (2,268,343) 6,773,920 (204,953,169) ------------- ------------- ------------ -------------- ---------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 1,496,496 1,588,499 420,542 1,185,883 267,329,742 Interest expense - - - - 7,449,750 Administrative expenses - - - - 69,420 ------------- ------------- ------------ -------------- ---------------- Total deductions 1,496,496 1,588,499 420,542 1,185,883 274,848,912 Net transfers (out) in (3,035,030) 1,305,358 1,184,750 (39,535) (6,596,315) ------------- ------------- ------------ -------------- ---------------- Net (decrease) increase (5,746,351) (4,555,815) (1,504,135) 5,548,502 (486,398,396) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 23,862,533 23,955,070 6,696,592 96,345,528 3,577,648,618 ------------- ------------- ------------ -------------- ---------------- End of year $18,116,182 $19,399,255 $5,192,457 $101,894,030 $3,091,250,222 ============= ============= ============ ============== ================
15 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 2002 APPENDIX B - -----------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED STOCK FUND FUND FUND FUND FUND FUND ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 67,280,795 $ 1,171,738 $ 2,470,907 $ 13,361,951 $ 1,315,308 $ 1,464,603 Employer 20,224,754 - - - - - Rollovers - 3,483,034 - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total contributions 87,505,549 4,654,772 2,470,907 13,361,951 1,315,308 1,464,603 INVESTMENT INCOME Interest 1,723,511 1,233,264 - 3,044,591 - 8 Dividends 80,414,719 - - - - - Net realized and unrealized appreciation/(depreciation) in fair value of investments 257,753,705 54,015 2,486,570 (2,732,925) 800,358 649,969 ---------------- ------------- ------------- -------------- ------------- ------------- Total additions 427,397,484 5,942,051 4,957,477 13,673,617 2,115,666 2,114,580 ---------------- ------------- ------------- -------------- ------------- ------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 163,635,382 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147 Interest expense 10,906,500 - - - - - Administrative expenses 66,193 - - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total deductions 174,608,075 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147 Net transfers in (out) 49,237,659 13,843,716 24,693,503 (7,507,551) 1,074,921 2,221,083 ---------------- ------------- ------------- -------------- ------------- ------------- Net increase (decrease) 302,027,068 12,181,718 25,338,404 (7,006,942) 2,103,000 2,742,516 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 2,772,076,745 31,233,566 46,325,745 222,050,899 20,458,692 21,120,017 ---------------- ------------- ------------- -------------- ------------- ------------- End of year $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533 ================ ============= ============= ============== ============= ============= SMALL/MID INTERNATIONAL PARTICIPANT EARTHGRAINS CAP STOCK LOAN COMPANY FUND FUND FUND STOCK FUND TOTAL ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 1,062,102 $ 404,928 $ - $ - $ 88,532,332 Employer - - - - 20,224,754 Rollovers - - - - 3,483,034 ------------- ------------ ------------- -------------- ---------------- Total contributions 1,062,102 404,928 - - 112,240,120 INVESTMENT INCOME Interest - - 7,881,209 11,233 13,893,816 Dividends - - - 54,494 80,469,213 Net realized and unrealized appreciation/(depreciation) in fair value of investments 1,385,927 (242,676) - 16,838,853 276,993,796 ------------- ------------ ------------- -------------- ---------------- Total additions 2,448,029 162,252 7,881,209 16,904,580 483,596,945 ------------- ------------ ------------- -------------- ---------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 651,566 280,125 1,906,150 991,197 195,234,787 Interest expense - - - - 10,906,500 Administrative expenses - - - - 66,193 ------------- ------------ ------------- -------------- ---------------- Total deductions 651,566 280,125 1,906,150 991,197 206,207,480 Net transfers in (out) 15,055,063 3,167,370 (1,052,306) (35,999,260) 64,734,198 ------------- ------------ ------------- -------------- ---------------- Net increase (decrease) 16,851,526 3,049,497 4,922,753 (20,085,877) 342,123,663 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 7,103,544 3,647,095 91,422,775 20,085,877 3,235,524,955 ------------- ------------ ------------- -------------- ---------------- End of year $23,955,070 $6,696,592 $96,345,528 $ - $3,577,648,618 ============= ============ ============= ============== ================
16 EX-99.6 12 exh99p6.txt Exhibit 99.6 [PricewaterhouseCoopers Logo] ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION MARCH 31, 2003 AND 2002 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) CONTENTS MARCH 31, 2003 AND 2002 - ---------------------------------------------------------------------------------------------------------------
PAGE (S) REPORT OF INDEPENDENT AUDITORS.................................................................................1 FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits.................................................................2 Statement of Changes in Net Assets Available for Benefits......................................................3 Notes to Financial Statements...............................................................................4-11 ADDITIONAL INFORMATION* Appendix A: Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Statement of Net Assets Available for Benefits with Fund Information..........................................................12-13 Appendix B: Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Statement of Changes in Net Assets Available for Benefits with Fund Information..........................................................14-15 * Schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
REPORT OF INDEPENDENT AUDITORS To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) (the "Plan"), at March 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, 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 our opinion. /s/ PricewaterhouseCoopers LLP July 18, 2003 1 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2003 AND 2002 - -------------------------------------------------------------------------------------------------
2003 2002 ASSETS Contributions receivable Participants $ - $ 148,292 Employer 1,565,371 1,525,833 -------------- -------------- 1,565,371 1,674,125 Interest in Master Trust* 71,047,781 73,500,762 -------------- -------------- Total assets 72,613,152 75,174,887 -------------- -------------- LIABILITIES Due to broker for securities purchased 69,018 53,164 -------------- -------------- Total liabilities 69,018 53,164 -------------- -------------- Net assets available for benefits $ 72,544,134 $ 75,121,723 ============== ============== * Represents more than 5 percent of net assets available for benefits. The accompanying notes are an integral part of these financial statements.
2 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------------------------------------------
2003 2002 ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 4,141,522 $ 3,778,617 Employer 4,742,918 3,699,261 Rollovers 42,124 - -------------- -------------- Total contributions 8,926,564 7,477,878 Investment income Net realized and unrealized (depreciation)/appreciation in fair value of investments (7,849,828) 8,855,354 Interest 440,883 361,468 Dividends 968,299 838,578 -------------- -------------- Total additions 2,485,918 17,533,278 -------------- -------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 4,586,228 4,583,569 -------------- -------------- Net (decrease) increase (2,100,310) 12,949,709 Net transfers out (477,279) (849,263) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 75,121,723 63,021,277 -------------- -------------- End of year $ 72,544,134 $ 75,121,723 ============== ============== The accompanying notes are an integral part of these financial statements.
3 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, 2003 AND 2002 - ------------------------------------------------------------------------------ 1. PLAN DESCRIPTION The following description of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) (the "Plan") is provided for general informational purposes only. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL The Plan was established as a result of an amendment to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for salaried employees, which was effective April 1, 1992. The Plan is a defined contribution plan covering substantially all hourly employees (other than those covered by a collective bargaining agreement) of the Company's following subsidiaries: Busch Entertainment Corporation, Busch Properties of Florida, Inc., Sea World of California, Inc., Sea World of Florida, Inc. and Sea World of Texas, Inc. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). 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 decreasing vesting period from three years to two years. Effective April 1, 2000, the Plan was amended to incorporate various changes to the Plan, including the addition of the Small/Mid Cap Stock Index Fund and International Stock Index Fund, the renaming of the Equity Index Fund to the Large Cap Stock Index Fund, and the acceptance of rollover contributions into the Plan. During 2002, the Plan was amended to incorporate various changes to the Plan, including, among other things, the election by participants, who meet certain requirements, to either receive dividends on the allocated shares of Company stock in cash or to direct the dividends to be reinvested in Company stock within the Plan. 4 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, 2003 AND 2002 - ------------------------------------------------------------------------------ ELIGIBILITY 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 and unmatched contributions. Both matched and unmatched contributions may be before-tax or after-tax. A participant may contribute from 1 percent to 6 percent 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 percent nor more than 6 percent of the participant's base compensation. In addition, a participant may contribute from 1 percent to 10 percent 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 percent 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 Matched and Unmatched Contributions must not exceed 16 percent 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 expense for the year most recently ended. However, in no event may the participating employer's matching contribution be less than 33-1/3 percent nor more than 100 percent 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 180 days of the Plan's year end and are allocated to participants who have account balances as of the end of the Plan year. For the years ended March 31, 2003 and 2002, a supplemental contribution of $1,565,371 and $1,525,833 was required, respectively. Participant contributions received by the Plan are invested in one or more investment funds as directed by the participant. At least one-half of each participant's both Before-Tax and 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 percent into any fund established under the Plan. Earnings are reinvested in the fund to which they relate. All employer contributions are invested in the Company Stock Fund. FORFEITED ACCOUNTS Forfeitures result from a participant's withdrawal, retirement or termination before the participant is 100 percent vested in employer matching contributions. Forfeited nonvested amounts are used to reduce future employer contributions. Forfeitures for the years ended March 31, 2003 and 2002 were $14,870 and $7,218, respectively. 5 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, 2003 AND 2002 - ------------------------------------------------------------------------------ VESTING Participants are immediately vested in their voluntary contributions and rollover contributions, plus related earnings. Company contributions for participants actively employed by the Company on or prior to March 31, 1991 vest immediately. For participants subsequently employed, Company contributions vest after two years of service. Company contributions also vest upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding twelve months, upon termination of employment for any reason, including retirement, after reaching age 60, or in the event of a "change in control" of the Company as defined by the Plan. PAYMENT OF BENEFITS The Plan permits in-service withdrawals as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion and the vested Company contribution portion of their account. Distributions for whole numbers of shares held in the Company stock fund 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 nonshare investments transferred to the Company Stock Fund and distributed thereafter in shares with fractional shares distributed in cash. In-service 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 percent 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 TERMINATION The Company intends to continue the Plan indefinitely. However, the Company may at anytime and for any reason, subject to the provisions of ERISA, suspend or terminate the Plan provided that such action does not adversely affect the rights of any participant under the Plan. 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. 6 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, 2003 AND 2002 - ------------------------------------------------------------------------------ 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements have been prepared using the accrual method of accounting, except that benefits are recorded when paid. USE OF ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent liabilities. Actual results could differ from those estimates. INVESTMENTS The Anheuser-Busch Companies, Inc. Defined Contribution Master Trust ("Master Trust") has been established for each of the investment funds for the investment of the Plan's assets and the assets of other stock purchase and savings plans sponsored by the Company. Investments in common stock, U.S. government securities, and corporate debt instruments are stated at fair value, which is determined based on quoted market prices. Investments in interest bearing cash, insurance contracts, interests in common/collective trusts, and interests in registered investment companies are stated at fair value as determined by the Trustee. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities and related realized gains or losses, are recorded on the trade date. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. In accordance with the policy of stating investments at fair value, the Plan presents, in the statement of changes in net assets available for benefits, the net appreciation or depreciation in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments. ALLOCATION OF ASSETS 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. RISKS AND UNCERTAINTIES The Plan's investment fund options provide participants with a variety of investment alternatives with differing levels of risk and income potential. Investment securities are exposed to various risks, such as significant world events, interest rate, credit and overall market volatility risk. 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 reasonably possible that changes in 7 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------ the values of investments will occur in the near term and that such changes could materially affect the amounts reported in the Statement of Net Assets Available for Benefits. ADMINISTRATIVE 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 are paid by the Plan. CHANGE IN PRESENTATION During the Plan year ended March 31, 2003, the Plan changed its presentation of dividends, which were previously included in the Net transfers in (out) line of the Statement of Changes in Net Assets Available for Benefits. For comparability purposes, prior year information has been recast to conform to the 2003 presentation. 3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST Effective September 1, 1995 the Company and the Trustee entered into a new master trust agreement. In accordance with the agreement, the Plan exchanged 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 added to the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The Earthgrains Company Stock Fund was liquidated on August 10, 2001 as a result of Earthgrains Company being purchased by Sara Lee Corporation. Effective December 1, 2000 the Small/Mid Cap Stock Index Fund and the International Stock Index Fund were added to the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The assets of the Master Trust are held by Mellon Bank, N.A. At both March 31, 2003 and 2002, the Plan's interest in the net assets of the Master Trust assets. 8 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 - ------------------------------------------------------------------------------ The following table presents the fair value of investments for the Master Trust:
MARCH 31, 2003 2002 INVESTMENTS AT FAIR VALUE Anheuser-Busch common stock* $ 2,698,494,101 $ 3,211,757,063 Short-term fixed income 50,732,590 46,050,681 Medium-term fixed income 90,961,788 71,806,352 Equity index 138,274,688 215,527,035 Managed balanced 17,622,301 22,561,692 Index balanced 18,116,182 23,930,968 Small/Mid cap 19,399,255 24,017,018 International stock 5,192,457 6,718,955 Participant loans 101,894,030 96,345,528 ----------------- ----------------- $ 3,140,687,392 $ 3,718,715,292 ================= ================= * Represents more than 5 percent of net assets available for benefits.
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31, 2003 2002 NET (DEPRECIATION) APPRECIATION IN FAIR VALUE OF INVESTMENTS Anheuser-Busch common stock $ (354,857,127) $ 257,753,705 Short-term fixed income 64,442 54,015 Medium-term fixed income 8,614,638 2,486,570 Equity index (50,198,611) (2,732,925) Managed balanced (2,416,962) 800,358 Index balanced (2,872,262) 649,969 Small/Mid cap (5,963,511) 1,385,927 International stock (2,874,086) (242,676) Earthgrains Company common stock - 16,838,853 ---------------- --------------- (410,503,479) 276,993,796 ---------------- --------------- Interest 8,548,810 13,893,816 Dividends 85,151,587 80,469,213 ---------------- --------------- Net (decrease) increase in net assets during year $ (316,803,082) $ 371,356,825 ================ ===============
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, 2003 AND 2002 - ------------------------------------------------------------------------------ Further financial information for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 2003 and 2002 are included as Appendix A and B. 4. INCOME TAX STATUS The Plan received a favorable determination letter from the Internal Revenue Service dated November 29, 2001, indicating that the Plan qualifies under the applicable provisions of Section 401 of the IRC, and is therefore exempt from federal income taxes. The Plan has since been amended, however, the Plan administrator believes that the Plan has continued to be designed and operated in compliance with the applicable requirements of the IRC. 5. RECONCILIATION OF FINANCIAL STATEMENTS TO 5500 The following is a reconciliation of net assets available for benefits per the financial statements at March 31, 2003 and 2002 to the Plan's Form 5500:
2003 2002 Net assets available for benefits per the financial statements $ 72,544,134 $ 75,121,723 Amounts allocated to withdrawing participants (473,051) (285,732) -------------- -------------- Net assets available for benefits per the Form 5500 $ 72,071,083 $ 74,835,991 ============== ==============
The following is a reconciliation of benefits paid to participants per the financial statements for the year ended March 31, 2003 to the Plan's Form 5500: Benefits paid to participants per the financial statements $ 4,586,228 Add: Amounts allocated to withdrawing participants at March 31, 2003 473,051 Deduct: Amounts allocated to withdrawing participant as of March 31, 2002 (285,732) ------------- Benefits paid to participants per Form 5500 $ 4,773,547 =============
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to March 31, 2003, but not yet paid as of that date. 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, 2003 AND 2002 - ------------------------------------------------------------------------------ 6. PARTY-IN-INTEREST TRANSACTIONS During the years ended March 31, 2003 and 2002, transactions with the Company included aggregate common stock purchases totaling $2,026,115 and $1,897,235, respectively and aggregate common stock sales totaling $288,285 and $473,320, 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, 2003 and 2002, the Plan purchased and sold investments in the Employee Benefit Temporary Investment Fund of Mellon Bank N.A., the Plan trustee. Transactions with the Fund included aggregate investment purchases totaling $1,745,511 and $1,741,124, respectively and aggregate investment sales totaling $1,698,177 and $1,687,824, respectively. These transactions are allowable party-in-interest transactions under Sections 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 11 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 2003 APPENDIX A - -----------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED STOCK FUND FUND FUND FUND FUND FUND ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $2,662,756,783 $ - $ - $ - $ - $ - Interest bearing cash 35,737,318 4,196,943 778 2 - 51 U.S. government securities - 4,747,179 90,961,010 - - - Corporate debt instruments - 29,513,810 - - - - Interest in common/ collective trusts* - 12,101,614 - 138,274,686 - 16,405,318 Interest in registered investment companies - - - - 17,622,301 1,710,813 Loans to participants - - - - - - Other investments - 173,044 - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total investments 2,698,494,101 50,732,590 90,961,788 138,274,688 17,622,301 18,116,182 ---------------- ------------- ------------- -------------- ------------- ------------- Total assets 2,698,494,101 50,732,590 90,961,788 138,274,688 17,622,301 18,116,182 ---------------- ------------- ------------- -------------- ------------- ------------- LIABILITIES Due to broker for securities purchased - 3,137,170 - - - - Notes payable 46,300,000 - - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total liabilities 46,300,000 3,137,170 - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Net assets available for benefits $2,652,194,101 $47,595,420 $90,961,788 $138,274,688 $17,622,301 $18,116,182 ================ ============= ============= ============== ============= ============= SMALL/MID INTERNATIONAL PARTICIPANT CAP STOCK LOAN FUND FUND FUND TOTAL ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $ - $ - $ - $2,662,756,783 Interest bearing cash 1 2 - 39,935,095 U.S. government securities - - - 95,708,189 Corporate debt instruments - - - 29,513,810 Interest in common/ collective trusts* 19,399,254 - - 186,180,872 Interest in registered investment companies - 5,192,455 24,525,569 Loans to participants - - 101,894,030 101,894,030 Other investments - - - 173,044 ------------- ------------ -------------- ---------------- Total investments 19,399,255 5,192,457 101,894,030 3,140,687,392 ------------- ------------ -------------- ---------------- Total assets 19,399,255 5,192,457 101,894,030 3,140,687,392 ------------- ------------ -------------- ---------------- LIABILITIES Due to broker for securities purchased - - - 3,137,170 Notes payable - - - 46,300,000 ------------- ------------ -------------- ---------------- Total liabilities - - - 49,437,170 ------------- ------------ -------------- ---------------- Net assets available for benefits $19,399,255 $5,192,457 $101,894,030 $3,091,250,222 ============= ============ ============== ================ * Represents more than 5% of net assets available for benefits.
12 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION MARCH 31, 2002 APPENDIX A - -----------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED STOCK FUND FUND FUND FUND FUND FUND ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $3,131,769,304 $ - $ - $ - $ - $ - Interest bearing cash 79,987,759 11,468,769 - - - - U.S. government securities - 3,774,804 71,806,352 - - - Corporate debt instruments - 29,629,196 - - - - Interest in common/ collective trusts - - - - - 21,495,474 Interest in registered investment companies - - - - 22,561,692 2,435,494 Loans to participants - - - - - - Earthgrains Company, Inc. common stock - - - - - - Other investments* - 1,177,912 - 215,527,035 - - ---------------- ------------- ------------- -------------- ------------- ------------- Total investments 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692 23,930,968 ---------------- ------------- ------------- -------------- ------------- ------------- Total assets 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692 23,930,968 ---------------- ------------- ------------- -------------- ------------- ------------- LIABILITIES Due to broker for securities purchased - 2,635,397 142,203 483,078 - 68,435 Interest payable 5,453,250 - - - - - Notes payable 132,200,000 - - - - - ---------------- ------------- ------------- -------------- ------------- ------------- Total liabilities 137,653,250 2,635,397 142,203 483,078 - 68,435 ---------------- ------------- ------------- -------------- ------------- ------------- Net assets available for benefits $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533 ================ ============= ============= ============== ============= ============= SMALL/MID INTERNATIONAL PARTICIPANT EARTHGRAINS CAP STOCK LOAN COMPANY FUND FUND FUND STOCK FUND TOTAL ASSETS Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* $ - $ - $ - $ - $3,131,769,304 Interest bearing cash - - - - 91,456,528 U.S. government securities - - - - 75,581,156 Corporate debt instruments - - - - 29,629,196 Interest in common/ collective trusts 24,017,018 - - - 45,512,492 Interest in registered investment companies - 6,718,955 - - 31,716,141 Loans to participants - - 96,345,528 - 96,345,528 Earthgrains Company, Inc. common stock - - - - - Other investments* - - - - 216,704,947 ------------- ------------ ------------- ----------- ---------------- Total investments 24,017,018 6,718,955 96,345,528 - 3,718,715,292 ------------- ------------ ------------- ----------- ---------------- Total assets 24,017,018 6,718,955 96,345,528 - 3,718,715,292 ------------- ------------ ------------- ----------- ---------------- LIABILITIES Due to broker for securities purchased 61,948 22,363 - - 3,413,424 Interest payable - - - - 5,453,250 Notes payable - - - - 132,200,000 ------------- ------------ ------------- ----------- ---------------- Total liabilities 61,948 22,363 - - 141,066,674 ------------- ------------ ------------- ----------- ---------------- Net assets available for benefits $23,955,070 $6,696,592 $96,345,528 $ - $3,577,648,618 ============= ============ ============= =========== ================ * Represents more than 5% of net assets available for benefits.
13 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 2003 APPENDIX B - --------------------------------------------------------------------------------------------------------------------------------
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 $ 75,579,704 $ 1,710,183 $ 3,871,549 $ 11,232,461 $ 1,335,165 Employer 10,451,571 - - - - Rollovers (159) 3,715,474 - - - ---------------- ------------- ------------- -------------- ------------- Total contributions 86,031,116 5,425,657 3,871,549 11,232,461 1,335,165 INVESTMENT INCOME Interest 903,409 871,445 (13) - (3) Dividends 85,151,587 - - - - Net realized and unrealized (depreciation)/ appreciation in fair value of investments (354,857,127) 64,442 8,614,638 (50,198,611) (2,416,962) ---------------- ------------- ------------- -------------- ------------- Total additions (182,771,015) 6,361,544 12,486,174 (38,966,150) (1,081,800) ---------------- ------------- ------------- -------------- ------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 229,876,832 11,084,329 7,535,282 12,699,733 1,442,146 Interest expense 7,449,750 - - - - Administrative expenses 69,420 - - - - ---------------- ------------- ------------- -------------- ------------- Total deductions 237,396,002 11,084,329 7,535,282 12,699,733 1,442,146 Net transfers (out) in (1,742,695) 8,902,921 14,346,747 (25,103,386) (2,415,445) ---------------- ------------- ------------- -------------- ------------- Net (decrease) increase (421,909,712) 4,180,136 19,297,639 (76,769,269) (4,939,391) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 3,074,103,813 43,415,284 71,664,149 215,043,957 22,561,692 ---------------- ------------- ------------- -------------- ------------- End of year $2,652,194,101 $47,595,420 $90,961,788 $138,274,688 $17,622,301 ================ ============= ============= ============== ============= INDEX SMALL/MID INTERNATIONAL PARTICIPANT BALANCED CAP STOCK LOAN FUND FUND FUND FUND TOTAL ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 1,657,386 $ 1,690,837 $ 605,742 $ - $ 97,683,027 Employer - - - - 10,451,571 Rollovers - - - - 3,715,315 ------------- ------------- ------------- -------------- ---------------- Total contributions 1,657,386 1,690,837 605,742 - 111,849,913 INVESTMENT INCOME Interest 51 - 1 6,773,920 8,548,810 Dividends - - - - 85,151,587 Net realized and unrealized (depreciation)/ appreciation in fair value of investments (2,872,262) (5,963,511) (2,874,086) - (410,503,479) ------------- ------------- ------------- -------------- ---------------- Total additions (1,214,825) (4,272,674) (2,268,343) 6,773,920 (204,953,169) ------------- ------------- ------------- -------------- ---------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 1,496,496 1,588,499 420,542 1,185,883 267,329,742 Interest expense - - - - 7,449,750 Administrative expenses - - - - 69,420 ------------- ------------- ------------- -------------- ---------------- Total deductions 1,496,496 1,588,499 420,542 1,185,883 274,848,912 Net transfers (out) in (3,035,030) 1,305,358 1,184,750 (39,535) (6,596,315) ------------- ------------- ------------- -------------- ---------------- Net (decrease) increase (5,746,351) (4,555,815) (1,504,135) 5,548,502 (486,398,396) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 23,862,533 23,955,070 6,696,592 96,345,528 3,577,648,618 ------------- ------------- ------------- -------------- ---------------- End of year $18,116,182 $19,399,255 $ 5,192,457 $101,894,030 $3,091,250,222 ============= ============= ============= ============== ================
14 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED MARCH 31, 2002 APPENDIX B - -----------------------------------------------------------------------------------------------------------------------------
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 $ 67,280,795 $ 1,171,738 $ 2,470,907 $ 13,361,951 $ 1,315,308 Employer 20,224,754 - - - - Rollovers - 3,483,034 - - - ---------------- ------------- ------------- -------------- ------------- Total contributions 87,505,549 4,654,772 2,470,907 13,361,951 1,315,308 INVESTMENT INCOME Interest 1,723,511 1,233,264 - 3,044,591 - Dividends 80,414,719 - - - - Net realized and unrealized appreciation/(depreciation) in fair value of investments 257,753,705 54,015 2,486,570 (2,732,925) 800,358 ---------------- ------------- ------------- -------------- ------------- Total additions 427,397,484 5,942,051 4,957,477 13,673,617 2,115,666 ---------------- ------------- ------------- -------------- ------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 163,635,382 7,604,049 4,312,576 13,173,008 1,087,587 Interest expense 10,906,500 - - - - Administrative expenses 66,193 - - - - ---------------- ------------- ------------- -------------- ------------- Total deductions 174,608,075 7,604,049 4,312,576 13,173,008 1,087,587 Net transfers in (out) 49,237,659 13,843,716 24,693,503 (7,507,551) 1,074,921 ---------------- ------------- ------------- -------------- ------------- Net increase (decrease) 302,027,068 12,181,718 25,338,404 (7,006,942) 2,103,000 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 2,772,076,745 31,233,566 46,325,745 222,050,899 20,458,692 ---------------- ------------- ------------- -------------- ------------- End of year $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 ================ ============= ============= ============== ============= INDEX SMALL/MID INTERNATIONAL PARTICIPANT EARTHGRAINS BALANCED CAP STOCK LOAN COMPANY FUND FUND FUND FUND STOCK FUND TOTAL ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $ 1,464,603 $ 1,062,102 $ 404,928 $ - $ - $ 88,532,332 Employer - - - - - 20,224,754 Rollovers - - - - - 3,483,034 ------------- ------------- ------------ ------------- -------------- ---------------- Total contributions 1,464,603 1,062,102 404,928 - - 112,240,120 INVESTMENT INCOME Interest 8 - - 7,881,209 11,233 13,893,816 Dividends - - - - 54,494 80,469,213 Net realized and unrealized appreciation/(depreciation) in fair value of investments 649,969 1,385,927 (242,676) - 16,838,853 276,993,796 ------------- ------------- ------------ ------------- -------------- ---------------- Total additions 2,114,580 2,448,029 162,252 7,881,209 16,904,580 483,596,945 ------------- ------------- ------------ ------------- -------------- ---------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 1,593,147 651,566 280,125 1,906,150 991,197 195,234,787 Interest expense - - - - - 10,906,500 Administrative expenses - - - - - 66,193 ------------- ------------- ------------ ------------- -------------- ---------------- Total deductions 1,593,147 651,566 280,125 1,906,150 991,197 206,207,480 Net transfers in (out) 2,221,083 15,055,063 3,167,370 (1,052,306) (35,999,260) 64,734,198 ------------- ------------- ------------ ------------- -------------- ---------------- Net increase (decrease) 2,742,516 16,851,526 3,049,497 4,922,753 (20,085,877) 342,123,663 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 21,120,017 7,103,544 3,647,095 91,422,775 20,085,877 3,235,524,955 ------------- ------------- ------------ ------------- -------------- ---------------- End of year $23,862,533 $23,955,070 $6,696,592 $96,345,528 $ - $3,577,648,618 ============= ============= ============ ============= ============== ================
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