-----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, IJOogpDdp1oCJ1Iqoat3IGdR8PQO/GoYZeQlAAOp7i3JXMVpVAu+vtQfo+VUn3Pv gtUOI95jKAaA9W9YQSuyXg== 0001068800-04-000572.txt : 20040929 0001068800-04-000572.hdr.sgml : 20040929 20040929130514 ACCESSION NUMBER: 0001068800-04-000572 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040929 DATE AS OF CHANGE: 20040929 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07823 FILM NUMBER: 041052020 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 FORMER COMPANY: FORMER CONFORMED NAME: ANHEUSER BUSCH COMPANIES INC DATE OF NAME CHANGE: 19920703 11-K 1 ab11k3.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (x) Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal year ended March 31, 2004 OR ( ) Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (NO FEE REQUIRED) For the Transition period From to ---------- ---------- Commission File Number ----------------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: ANHEUSER-BUSCH COMPANIES, INC. One Busch Place St. Louis, Missouri 63118 REQUIRED INFORMATION A. Financial Statements and Exhibits --------------------------------- Report of Independent Registered Public Accounting Firm Financial Statements: Statements of Net Assets Available for Benefits Statements of Changes in Net Assets Available for Benefits Notes to Financial Statements B. Exhibits 23 Consent of Independent Registered Accounting Firm 2 [PRICEWATERHOUSECOOPERS LLP Logo] - ------------------------------------------------------------------------------ PRICEWATERHOUSECOOPERS LLP 800 Market Street St Louis MO 63101-2695 Telephone (314) 206 8500 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) (the "Plan") at March 31, 2004 and 2003, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 St. Louis, Missouri June 18, 2004 3 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2004 AND 2003 - -----------------------------------------------------------------------------------------
2004 2003 ASSETS Contributions receivable Employer $ 1,166,443 $ 1,565,371 -------------- -------------- 1,166,443 1,565,371 Interest in Master Trust* 84,439,503 71,047,781 -------------- -------------- Total assets 85,605,946 72,613,152 -------------- -------------- LIABILITIES Due to broker for securities purchased 1,184,385 69,018 -------------- -------------- Total liabilities 1,184,385 69,018 -------------- -------------- Net assets available for benefits $ 84,421,561 $ 72,544,134 ============== ============== * Represents more than 5 percent of net assets available for benefits. The accompanying notes are an integral part of these financial statements.
4 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS MARCH 31, 2004 AND 2003 - ------------------------------------------------------------------------------------------
2004 2003 ADDITIONS TO NET ASSETS ATTRIBUTED TO Contributions Participants $4,634,922 $ 4,141,522 Employer 4,503,825 4,742,918 Rollovers 44,972 42,124 ------------- ------------- Total contributions 9,183,719 8,926,564 Change in fair value of Interest in Master Trust 6,949,992 (6,440,646) ------------- ------------- Total additions 16,133,711 2,485,918 ------------- ------------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Distributions to participants 3,950,849 4,586,228 ------------- ------------- Net increase/(decrease) 12,182,862 (2,100,310) Net transfers in/(out) (305,435) (477,279) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 72,544,134 75,121,723 ------------- ------------- End of year $84,421,561 $72,544,134 ============= ============= The accompanying notes are an integral part of these financial statements.
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, 2004 AND 2003 - ------------------------------------------------------------------------------ 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 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 and designate the Plan's named fiduciaries. The Plan is administered through the Human Resources Service Center, the Retirement Plans Department and the Stock Plan Appeals Committee, all located in St. Louis, Missouri. The Trustee has the authority to hold the assets of the trust in accordance with the provisions of the Plan and the separate trust agreement. During 2004, the Plan was amended to incorporate various changes to the Plan including, among other things, an increase in the unmatched participant contribution limit from 10 percent to 44 percent of base compensation and an increase in the maximum match rate limit under the Company matching contribution formula from 100 percent to 125 percent of the aggregate participant matched contributions. 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 44 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 44 percent of the participant's base compensation and are subject to other limitations as set forth in 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, 2004 AND 2003 - ------------------------------------------------------------------------------ agreement. In addition, the sum of Before-Tax Matched and Unmatched Contributions must not exceed 50 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 125 percent of the aggregate participant matched contributions. The Company may also be required to make a supplemental contribution in accordance with the Plan document. Supplemental contributions are payable 180 days after 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, 2004 and 2003, a supplemental contribution of $1,166,443 and $1,565,371 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 (Employer 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, 2004 and 2003 were $8,932 and $14,870, respectively. VESTING Participants are immediately vested in their voluntary contributions and rollover contributions, plus related earnings. Company matching 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. 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, 2004 AND 2003 - ------------------------------------------------------------------------------ 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements have been prepared using the accrual method of accounting, except that distributions to participants 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. The Plan's interest in the Master Trust is recorded at fair value, which is based on the fair value of the underlying investments in the Master Trust. 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 change in the fair value of its interest in the Master Trust, which consists of the realized gains or losses and the unrealized appreciation or depreciation on the underlying investments in the Master Trust. 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 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, 2004 AND 2003 - ------------------------------------------------------------------------------ Master Trust and are allocated to participating plans by the Trustee, based on units of participation on the transaction date. RISKS AND UNCERTAINTIES The Master Trust'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 Certain prior year amounts have been reclassified to conform with current year presentation. 3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST At March 31, 2004 and 2003, the Plan's interest in the net assets of the Master Trust was approximately 3 and 2 percent, respectively, of total Master Trust assets. The following table presents the fair value of investments for the Master Trust:
MARCH 31, ------------------------------------ 2004 2003 INVESTMENTS AT FAIR VALUE Anheuser-Busch common stock* $2,788,058,992 $2,698,494,101 Equity index* 196,927,433 138,274,688 Mid/Small cap 96,866,136 19,399,255 Medium-term fixed income 68,334,581 90,961,788 Short-term fixed income 44,051,674 50,732,590 Managed balanced 30,478,825 17,622,301 Index balanced 25,219,214 18,116,182 International stock 15,687,070 5,192,457 Participant loans 104,132,873 101,894,030 ---------------- ---------------- $3,369,756,798 $3,140,687,392 ================ ================ *Represents more than 5 percent of net assets available for benefits.
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, 2004 AND 2003 - ------------------------------------------------------------------------------ Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31, ----------------------------------- 2004 2003 NET APPRECIATION/(DEPRECIATION) IN FAIR VALUE OF INVESTMENTS Anheuser-Busch common stock $214,169,345 $ (313,977,786) Equity index 48,837,830 (50,198,611) Mid/Small cap 17,919,678 (5,963,511) Managed balanced 5,089,861 (2,416,962) Index balanced 4,427,424 (2,872,262) Medium-term fixed income 3,665,561 8,614,638 Short-term fixed income 90,420 64,442 International stock 2,372,853 (2,874,086) -------------- ---------------- $296,572,972 $ (369,624,138) ============== ================ Interest $ 7,241,838 $ 8,548,810 Dividends 46,332,485 44,272,246 Net increase/(decrease) in net assets during year 246,921,789 (479,802,081)
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, 2004 and 2003 to the Plan's Form 5500:
2004 2003 Net assets available for benefits per the financial statements $84,421,561 $72,544,134 Amounts allocated to withdrawing participants (80,416) (473,051) ------------- ------------- Net assets available for benefits per the Form 5500 $84,341,145 $72,071,083 ============= =============
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, 2004 AND 2003 - ------------------------------------------------------------------------------ The following is a reconciliation of distributions to participants per the financial statements for the year ended March 31, 2004 to the Plan's Form 5500: Distributions to participants per the financial statements $3,950,849 Add: Amounts allocated to withdrawing participants at March 31, 2004 80,416 Deduct: Amounts allocated to withdrawing participants as of March 31, 2003 (473,051) ------------ Distributions to participants per Form 5500 $3,558,214 ============
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, 2004, but not yet paid as of that date. 6. PARTY-IN-INTEREST TRANSACTIONS During the years ended March 31, 2004 and 2003, transactions between the Master Trust and the Company included aggregate common stock purchases totaling $72,333,376 and $101,305,745, respectively and aggregate common stock sales totaling $37,622,824 and $14,414,253, 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, 2004 and 2003, the Master Trust 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 $184,251,095 and $141,656,335, respectively and aggregate investment sales totaling $185,401,440 and $186,965,440, 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 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN By: /s/ JOHN T. FARRELL -------------------------------- John T. Farrell Vice President, Employee Benefits Anheuser-Busch Companies, Inc. Dated: September 29, 2004 12 EX-23 2 ex23k3.txt Exhibit 23 [PricewaterhouseCoopers LLP LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-105362) of our report dated February 2, 2004 relating to the financial statements, which appears in the 2003 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, 2003. We also consent to the incorporation by reference of our report dated February 2, 2004 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the incorporation by reference in this Registration Statement of our report dated June 18, 2004 relating to the financial statements, which appears in the Annual Report of the Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) on Form 11-K for the year ended March 31, 2004. /s/PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri September 29, 2004 -----END PRIVACY-ENHANCED MESSAGE-----