1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(AMENDMENT 2)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ------------- TO -------------
COMMISSION FILE NUMBER 1-7823
ANHEUSER-BUSCH COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 43-1162835
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- --------------------
COMMON STOCK--$1 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
6 1/2% DEBENTURES DUE JANUARY 1, 2028 NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
--------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No .
--- ---
2
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant.
$38,782,498,869 AS OF FEBRUARY 28, 2001
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 897,348,540 SHARES AS OF MARCH 9, 2001
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for
the Year Ended December 31, 2000........... PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for
Annual Meeting of Shareholders on April 25,
2001....................................... PART III and PART IV
========================================================================
Item 14 on pages 9 through 11 of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 is amended by the addition of the
following exhibits:
Exhibit 23.2 -Consent of Independent Accountants
Exhibit 23.3 -Consent of Independent Accountants
Exhibit 23.4 -Consent of Independent Accountants
Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan for the fiscal year ended
March 31, 2001.
Exhibit 99.3 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Employees covered by a
Collective Bargaining Agreement) for the fiscal year ended
March 31, 2001.
Exhibit 99.4 -Form 11-K, Annual Report of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Certain Hourly Employees
of Anheuser-Busch Companies, Inc. and its Subsidiaries) for
the fiscal year ended March 31, 2001.
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report
to be signed on its behalf by the undersigned, thereunto duly authorized.
ANHEUSER-BUSCH COMPANIES, INC.
...................................
(Registrant)
By JOBETH G. BROWN
...................................
JoBeth G. Brown
Vice President and Secretary
Date: September 27, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
* August A. Busch III Chairman of the Board and President and September 27, 2001
------------------------------- Director (Principal Executive Officer)
(August A. Busch III)
* W. Randolph Baker Vice President and Chief Financial September 27, 2001
------------------------------- Officer (Principal Financial Officer)
(W. Randolph Baker)
* John F. Kelly Vice President and Controller September 27, 2001
------------------------------- (Principal Accounting Officer)
(John F. Kelly)
* Bernard A. Edison Director September 27, 2001
-------------------------------
(Bernard A. Edison)
* Carlos Fernandez G. Director September 27, 2001
-------------------------------
(Carlos Fernandez G.)
* John E. Jacob Director September 27, 2001
-------------------------------
(John E. Jacob)
* James R. Jones Director September 27, 2001
-------------------------------
(James R. Jones)
* Charles F. Knight Director September 27, 2001
-------------------------------
(Charles F. Knight)
* Vernon R. Loucks, Jr. Director September 27, 2001
-------------------------------
(Vernon R. Loucks, Jr.)
* Vilma S. Martinez Director September 27, 2001
-------------------------------
(Vilma S. Martinez)
4
* James B. Orthwein Director September 27, 2001
-------------------------------
(James B. Orthwein)
* William Porter Payne Director September 27, 2001
-------------------------------
(William Porter Payne)
* Joyce M. Roche Director September 27, 2001
-------------------------------
(Joyce M. Roche)
* Patrick T. Stokes Director September 27, 2001
-------------------------------
(Patrick T. Stokes)
* Andrew C. Taylor Director September 27, 2001
-------------------------------
(Andrew C. Taylor)
* Douglas A. Warner III Director September 27, 2001
-------------------------------
(Douglas A. Warner III)
* Edward E. Whitacre, Jr. Director September 27, 2001
-------------------------------
(Edward E. Whitacre, Jr.)
* JOBETH G. BROWN
------------------------------- September 27, 2001
JoBeth G. Brown
Attorney in Fact
EXHIBIT INDEX
Exhibit 23.2 -Consent of Independent Accountants
Exhibit 23.3 -Consent of Independent Accountants
Exhibit 23.4 -Consent of Independent Accountants
Exhibit 99.2 -Form 11-K, Annual Report of the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan
for the fiscal year ended March 31, 2001.
Exhibit 99.3 -Form 11-K, Annual Report of the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan
(For Employees Covered by a Collective Bargaining
Agreement) for the fiscal year ended March 31,
2001.
Exhibit 99.4 -Form 11-K, Annual Report of the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan
(For Certain Hourly Employees of Anheuser-Busch
Companies, Inc. and its Subsidiaries) for the
fiscal year ended March 31, 2001.
1
Exhibit 23.2
[LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis MO 63101
Telephone (314) 206 8500
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 33-39715, No. 33-58221 and No. 333-50058)
of our report dated February 6, 2001 relating to the financial statements,
which appears in the 2000 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,
2000. We also consent to the incorporation by reference of our report dated
February 6, 2001 relating to the financial statement schedule, which appears
in such Annual Report on Form 10-K. We also consent to the incorporation by
reference in this Registration Statement of our report dated July 27, 2001,
relating to the financial statements, which appears in the Annual Report of
the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan on Form
11-K for the year ended March 31, 2001.
/s/PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
September 27, 2001
1
Exhibit 23.3
[LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis MO 63101
Telephone (314) 206 8500
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 33-39714 and No. 33-58241) of our report dated
February 6, 2001 relating to the financial statements, which appears in the
2000 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, 2000. We also consent to the
incorporation by reference of our report dated February 6, 2001 relating to
the financial statement schedule, which appears in such Annual Report on Form
10-K. We also consent to the incorporation by reference in this Registration
Statement of our report dated July 27, 2001, relating to the financial
statements, which appears in the Annual Report of the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plan (For Employees Covered by a Collective
Bargaining Agreement) on Form 11-K for the year ended March 31, 2001.
/s/PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
September 27, 2001
1
Exhibit 23.4
[LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 33-46846 and No. 333-71309) of our report dated
February 6, 2001 relating to the financial statements, which appears in the
2000 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, 2000. We also consent to the
incorporation by reference of our report dated February 6, 2001 relating to
the financial statement schedule, which appears in such Annual Report on Form
10-K. We also consent to the incorporation by reference in this Registration
Statement of our report dated July 27, 2001, relating to the financial
statements, which appears in the Annual Report of the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plan (For Certain Hourly Employees of
Anheuser-Busch Companies, Inc. and its Subsidiaries) on Form 11-K for the
year ended March 31, 2001.
/s/PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
September 27, 2001
1
Exhibit 99.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 2001
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From __________ to __________
Commission File Number _________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
2
Item 1. Plan is subject to ERISA, see Item 4 for required information.
Item 2. Plan is subject to ERISA, see Item 4 for required information.
Item 3. Plan is subject to ERISA, see Item 4 for required information.
Item 4. Financial Statements and Exhibits
---------------------------------
(a) Report of Independent Accountant
Financial Statements:
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Additional Information*:
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statement of Net Assets Available for Benefits with Fund
Information and Statement of Changes in Net Assets Available for
Benefits with Fund Information
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statement of Changes in Net Assets Available for Benefits with
Fund Information
(b) Exhibits:
None
*Schedules required by 29 CFR 2520.103-10 of Department of
Labor's Rules and Regulations for Reporting and Disclosure
under ERISA have been omitted because they are not applicable.
2
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
By: JOBETH G. BROWN
--------------------------------
JoBeth G. Brown
Committee Member
Dated: September 27, 2001
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[PRICEWATERHOUSECOOPERS LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
REPORT OF INDEPENDENT ACCOUNTANT
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings
Plan (the "Plan") at March 31, 2001 and 2000, 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 27, 2001
5
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2001 AND 2000
----------------------------------------------------------------------------------------------------------------
MARCH 31,
2001 2000
ASSETS
Contributions receivable:
Participants $ 1,923,182 $ 1,815,126
Employer 1,064,076 914,547
-------------- --------------
2,987,258 2,729,673
-------------- --------------
Interest in Master Trust 1,911,308,568 1,465,137,827
Total assets 1,914,295,826 1,467,867,500
-------------- --------------
LIABILITIES
Due to broker for securities purchased (3,153,471) --
Interest payable (3,551,625) --
Notes payable (86,100,000) (86,100,000)
-------------- --------------
Total liabilities (92,805,096) (86,100,000)
-------------- --------------
Net assets available for benefits $1,821,490,730 $1,381,767,500
============== ==============
The accompanying notes are an integral part of these financial statements.
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ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2001 AND 2000
-----------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
MARCH 31,
2001 2000
Additions to net assets attributed to:
Contributions:
Participants $ 48,247,928 $ 45,196,832
Employer 149,137 870,165
Rollovers 445,243 --
-------------- --------------
Total contributions 48,842,308 46,066,997
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of investments 490,329,805 (196,957,490)
Interest 4,569,438 4,101,989
Dividends 2,964,621 3,714,046
-------------- --------------
Total additions (deductions) 546,706,172 (143,074,458)
-------------- --------------
Deductions from net assets attributed to:
Distributions to participants 104,133,912 81,098,032
Interest expense 7,103,250 8,683,125
Administrative expenses 21,309 18,112
-------------- --------------
Total deductions 111,258,471 89,799,269
-------------- --------------
Net increase (decrease) 435,447,701 (232,873,727)
Net transfers in (out) 4,275,529 (512,069)
Net assets available for benefits:
Beginning of year 1,381,767,500 1,615,153,296
-------------- --------------
End of year $1,821,490,730 $1,381,767,500
============== ==============
The accompanying notes are an integral part of these financial statements.
-3-
7
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (the
Plan) was established as a result of an amendment to the Anheuser-Busch
Employee Stock Purchase and Savings Plan (the Original Plan). The
Original Plan was established by Anheuser-Busch, Inc., effective April
1, 1976. The Original Plan was divided into two separate plans
effective January 1, 1985: the Deferred Income Stock Purchase and
Savings Plan and the Employee Stock Purchase and Savings Plan. The
Plan is a continuation of the Original Plan except that certain
additional features were added, including provisions for Before-Tax
Contributions pursuant to Section 401(k) of the Internal Revenue Code.
Additionally, eligibility was limited to employees not covered by a
collective bargaining agreement. Effective July 1, 1994, the Plan was
divided into two separate plans, one of which is a continuation of the
Plan as amended, and the other of which is the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plan (For Certain Hourly Employees of
the Earthgrains Company). The Plan covers employees of Anheuser-Busch
Companies, Inc. (the Company) and certain subsidiaries of the Company.
The following is intended to provide only a general description of the
Plan's provisions. Participants should refer to the Plan document for
more complete information.
PLAN ADMINISTRATION
The Plan's named fiduciaries are the Company, as Sponsor and Plan
Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the
Company has the right to amend the Plan, designate the Plan's named
fiduciaries and exercise all fiduciary functions necessary for the
operation of the Plan except those which are assigned to another named
fiduciary by the Plan or the related trust agreement. The Company has
appointed an Administrative Committee to exercise the authority and
responsibility for the general administration of the Plan. The Trustee
has the exclusive authority and discretion to invest, manage and hold
the assets of the trust in accordance with the provisions of the Plan
and the separate trust agreement.
The Plan was amended effective June 1, 1989, to add provisions to make
the Plan a stock bonus plan and to permit the leveraged acquisition of
Company stock by the Plan. As such, the Plan is subject to the
requirements of an employee stock ownership plan (ESOP) under Section
4975(e)(7) of the Internal Revenue Code. The Trustee was specifically
empowered to enter into loans, on behalf of the Plan, 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
the decrease in the 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.
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ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
PLAN PARTICIPATION
Each employee of a participating employer (other than employees covered
by a collective bargaining agreement) of the Company is eligible to
participate in the Plan after completing one year of service in which
1,000 hours of service are completed. Participation by eligible
employees is voluntary.
CONTRIBUTIONS
A participant may make matched and unmatched contributions. Both
matched and unmatched contributions may be before-tax or after-tax.
A participant may contribute from 1% to 6% of their base compensation
through payroll deductions for Before-Tax Matched Contributions and
After-Tax Matched Contributions. The sum of these matched
contributions may not be less than 1% nor more than 6% of the
participant's base compensation. In addition, a participant may
contribute from 1% to 10% of their base compensation through payroll
deductions for Before-Tax Unmatched Contributions and After-Tax
Unmatched Contributions; however, the unmatched contribution rates may
not exceed 10% of the participant's base compensation and are subject
to other limitations as set forth in the Plan agreement. In addition,
the sum of Before-Tax Matched and Unmatched Contributions must not exceed
16% of a participant's base compensation, subject to certain limitations
of the Internal Revenue Code. The participant's employer then
contributes a matching amount, determined annually, based on the
relationship of the Company's net income to its payroll for the year
most recently ended. However, in no event may the participating
employer's matching contribution be less than 33-1/3% nor more than
100% of the aggregate participant contributions. The Company may,
however, contribute an amount in excess of the matching contribution
to enable the Plan to meet its debt service payments.
The Company may also be required to make a Supplemental Contribution as
determined by the Administrative Committee in accordance with the Plan
document. Supplemental Contributions are made by transferring shares
of Anheuser-Busch Common Stock from the ESOP and allocating the shares
to participants who have account balances as of the end of the Plan
year, 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, 2001, 329,098 shares with a value of $14,891,700 were
transferred from the ESOP to participant accounts on April 3, 2001
for the required Supplemental Contribution. For the year ended
March 31, 2000, 159,985 shares with a value of $10,709,064 were
transferred from the ESOP to participant accounts on April 6, 2000
for the required Supplemental Contribution.
Employee contributions vest and become non-forfeitable immediately.
Company contributions for participants actively employed by the Company
on or prior to March 31, 1991 vest immediately. For participants
subsequently employed, Company contributions vest and become
non-forfeitable after two years of service. Company contributions also
vest upon termination of employment by reason of death, permanent
disability, entry into military service, layoff exceeding twelve
months, upon termination of employment for any reason, including
retirement, after reaching age 60, or in the event of a "change of
control" in the Company (as defined in the Plan). Forfeitures of
nonvested balances reduce future employer contributions. There were
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ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
-------------------------------------------------------------------------------
$26,312 and $17,247 in forfeitures during the years ended March 31,
2001 and 2000, respectively.
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc. Stock Fund, an
Earthgrains Company Stock Fund, a Short-Term Fixed Income Fund, a
Medium-Term Fixed Income Fund, a Large Cap Stock Index Fund, a Managed
Balanced Fund, an Index Balanced Fund, a Small/Mid Cap Stock Index Fund,
and an International Stock Index Fund for the investment of participant
and employer contributions. All employer contributions are invested in
the Company Stock Fund. At least one-half of each participant's 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 contributions and
all unmatched contributions to be invested in increments of 1% into any
fund established under the Plan. Earnings are reinvested in the fund
to which they relate.
The 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 the other
stock purchase and savings plans sponsored by the Company.
DISTRIBUTIONS
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 non-share 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% of the vested
account balance. The interest rate for the life of the loan is set
quarterly at prime plus one percentage point as of the end of the
preceding quarter. The term of a loan for the purchase of a principal
residence may be up to 10 years; the term of a loan for any other
reason may not exceed 5 years.
PLAN EXPENSES
Under the Master Trust agreement with the Trustee, the Company may pay
all expenses incurred in the administration of the Master Trust,
including trustee fees, but is not obligated to do so. Trustee
expenses not paid by the Company are paid by the Master Trust and
proportionately allocated to the participating plans. All other
expenses are paid by the Plan.
-6-
10
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
PLAN TERMINATION
The Company anticipates that the Plan will continue without
interruption but reserves the right to terminate its participation in
the Plan subject to the provisions of the Employee Retirement Income
Securities Act of 1974 (ERISA). Such termination would result in the
immediate and full vesting of each participant's account balance. The
Trustee would then retain the assets until otherwise distributable under
the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent liabilities
at the date of the financial statements and the reported amounts of
additions to and deductions from net assets during the reporting period.
Actual results could differ from those estimates.
INVESTMENT VALUATION
Investments in common stock, U.S. government securities, and corporate
debt instruments are stated at fair value based on the quoted market
price at March 31 each year. Investments in interest bearing cash,
insurance contracts, 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.
Investment securities are exposed to various risks, such as interest
rate, market, and credit 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 at least
reasonably possible that changes in risks in the near term could
materially affect the amounts reported in the Statement of Net Assets
Available for Benefits.
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Investment purchases and sales, and related realized gains and losses,
are recorded on the trade date. Interest income is recorded as earned.
Dividend income is recorded on the ex-dividend date. Net realized and
unrealized appreciation/depreciation in fair value of investments is
comprised of the change in market value from the beginning to the end
of the Plan year for investments retained in the Plan, and realized
gains and losses on security transactions which represent the
difference between proceeds and cost.
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11
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
ALLOCATION OF ASSETS
The Plan participates in the Master Trust established for the investments
of this plan and the other stock purchase and savings plans sponsored by
the Company. Units of participation in the Master Trust are allocated to
participating plans based on the relationship of individual plan
contributions to the market value of the Master Trust. Earned income,
realized and unrealized gains and losses, and administrative expenses are
retained in the Master Trust and are allocated to participating plans by
the Trustee, based on units of participation on the transaction date.
DISTRIBUTIONS TO PARTICIPANTS
Distributions are recorded when paid.
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
Effective September 1, 1995 the Company and the Trustee entered into
a new master trust agreement. On September 1, 1995, in accordance with
the agreement, the Plan exchanged its investments in: the Anheuser-Busch
Companies, Inc. Common Stock Fund, the Anheuser-Busch Companies, Inc.
Short-Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc.
Medium-Term Fixed Income Master Trust, the Anheuser-Busch Companies,
Inc. Capital Equity Index Fund Master Trust, the Anheuser-Busch
Companies, Inc. Managed Balanced Fund Master Trust, and the
Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master Trust for
units of participation in the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust. Effective March 26, 1996 the Earthgrains
Company Stock Fund was also added to the Anheuser-Busch Companies, Inc.
Defined Contribution Master Trust. 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, 2001 and 2000, the Plan's interest in the net assets of
the Master Trust was approximately 56% of total Master Trust assets.
-8-
12
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
The following table presents the fair value of investments for the
Master Trust:
MARCH 31,
2001 2000
Investments at fair value:
Anheuser-Busch common stock* $2,951,379,995 $2,117,179,454
Short-term fixed income 34,545,406 18,158,341
Medium-term fixed income 46,401,988 34,310,091
Large cap index* 222,615,011 312,617,971
Managed balanced 20,518,875 23,492,650
Index balanced 21,179,199 24,615,260
Small/Mid cap index 7,132,411 --
International stock index 3,660,448 --
Participant loans 91,422,775 89,214,927
Earthgrains Company common stock 20,085,877 16,821,396
-------------- --------------
$3,418,941,985 $2,636,410,090
============== ==============
* Represents more than 5% of net assets available for benefits.
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31,
2001 2000
Net appreciation (depreciation) in fair value
of investments:
Anheuser-Busch common stock $944,625,016 $(475,135,162)
Short-term fixed income 499,922 (152,262)
Medium-term fixed income 4,330,094 (1,070,485)
Large cap index (66,014,432) 44,964,482
Managed balanced (2,136,459) 3,215,041
Index balanced (1,609,721) 2,167,089
Small/Mid cap index (1,204,398) --
International stock index (242,359) --
Earthgrains Company common stock 6,709,053 (8,416,585)
------------ -------------
884,956,716 (434,427,882)
------------ -------------
Interest 15,796,194 16,960,794
Dividends 41,538,499 40,311,360
------------ -------------
$942,291,409 $(377,155,728)
============ =============
-9-
13
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
Further financial information for the Anheuser-Busch Companies, Inc.
Defined Contribution Master Trust as of and for the years ended March
31, 2001 and 2000 are included as Appendix A and B.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
a letter dated January 30, 1995, that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code.
Therefore, the underlying trust of such a Plan is exempt from federal
income taxes under Section 501 of the Internal Revenue Code. The Plan
has been amended since receiving the determination letter. However,
the Plan Administrator and the Plan's tax counsel believe that the Plan
is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
5. NOTES PAYABLE
In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP
notes (Notes) to a group of insurance companies and other financial
institutions. In September 1993, the interest rate was reduced to
8.25% per annum retroactive to January 1, 1993. Interest is payable
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. and Anheuser-Busch, Inc.
Proceeds of the Notes were used to purchase 5,665,723 shares of Company
stock, the unallocated portion of which is pledged as collateral for the
Notes. The shares are maintained in the Company Stock Fund and are
released and allocated to Plan participants based on calculations
specified in the Plan document as contributions are made to the Plan.
During the years ended March 31, 2001 and 2000, 1,453,474 and 1,492,616
shares were released to participants, respectively. At March 31, 2001
and 2000 the Company Stock Fund held 4,139,168 and 5,592,642
unallocated shares, respectively.
Principal maturities for each of the years ending March 31, are as
follows:
2002 $20,950,000
2003 22,000,000
2004 23,150,000
-----------
$66,100,000
===========
The principal due on March 31, 2001 of $20,000,000 was not paid until
April 2, 2001, the first business day after March 31, 2001. This amount
is therefore included as a Plan liability at March 31, 2001.
-10-
14
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
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, 2001 and 2000 to the Plan's
Form 5500:
2001 2000
Net assets available for benefits per the
financial statements $1,821,490,730 $1,381,767,500
Amounts allocated to withdrawing participants (7,751,538) --
-------------- --------------
$1,813,739,192 $1,381,767,500
============== ==============
The following is a reconciliation of benefits paid to participants
per the financial statements for the year ended March 31, 2001 to
the Plan's Form 5500:
2001
Benefits paid to participants per the
financial statements $104,133,912
Add: Amounts allocated to withdrawing
participants at March 31, 2001 7,751,538
------------
Benefits paid to participants per Form 5500 $111,885,450
============
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, 2001, but not yet paid as of that date.
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended March 31, 2001 and 2000, transactions with the
Company included aggregate common stock purchases totaling $50,629,841
and $49,050,810, respectively, and aggregate common stock sales
totaling $26,574,740 and $2,061,511, 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, 2001 and 2000, 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 $103,208,565 and
$74,564,760, respectively and aggregate investment sales totaling
$86,728,669 and $73,050,624, respectively. These transactions are
allowable party-in-interest transactions under Section 408(e) and
408(b)(8) of ERISA and the regulations promulgated thereunder.
8. STOCK SPLIT
All share and per share information has been adjusted to reflect
the Company's Board of Directors approved 2-for-1 stock split
effective September 19, 2000.
9. SUBSEQUENT EVENT
As a result of the purchase of The Earthgrains Company by Sara Lee
Corporation, participants holding investments in the Earthgrains
Company stock fund were given a tender offer of $40.25 per share.
On August 10, 2001, participants of the Plan holding investments in
the Earthgrains Company stock fund were allocated a total of
$20,197,392 in exchange for their investments in the fund.
-11-
15
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED
STOCK FUND FUND FUND FUND FUND
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $2,882,256,925 $ -- $ -- $ -- $ --
Interest bearing cash 69,123,070 -- -- -- --
U.S. government securities -- 16,455,200 -- -- --
Corporate debt instruments -- 15,396,224 -- -- --
Insurance contracts -- -- 46,401,988 -- 20,518,875
Interest in common/
collective trusts -- -- -- -- --
Interest in registered
investment companies -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- 2,693,982 -- 222,615,011 --
-------------- ----------- ----------- ------------ -----------
Total investments 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875
-------------- ----------- ----------- ------------ -----------
Total assets 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Due to broker for securities
purchased -- (3,311,840) (76,243) (564,112) (60,183)
Interest payable (7,103,250) -- -- -- --
Notes payable (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (179,303,250) (3,311,840) (76,243) (564,112) (60,183)
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692
============== =========== =========== ============ ===========
INDEX EARTHGRAINS
BALANCED SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
FUND CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $ -- $2,882,256,925
Interest bearing cash -- -- 607 -- 185 69,123,862
U.S. government securities -- -- -- -- -- 16,455,200
Corporate debt instruments -- -- -- -- -- 15,396,224
Insurance contracts -- -- -- -- -- 66,920,863
Interest in common/
collective trusts 19,042,785 7,132,411 -- -- -- 26,175,196
Interest in registered
investment companies 2,136,414 -- 3,659,841 -- -- 5,796,255
Loans to participants -- -- -- 91,422,775 -- 91,422,775
Earthgrains Company, Inc.
common stock -- -- -- -- 19,989,407 19,989,407
Other investments* -- -- -- -- 96,285 225,405,278
----------- ---------- ---------- ----------- ----------- --------------
Total investments 21,179,199 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
----------- ---------- ---------- ----------- ----------- --------------
Total assets 21,179,199 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
----------- ---------- ---------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities
purchased (59,182) (28,867) (13,353) -- -- (4,113,780)
Interest payable -- -- -- -- -- (7,103,250)
Notes payable -- -- -- -- -- (172,200,000)
----------- ---------- --------- ----------- ----------- --------------
Total liabilities (59,182) (28,867) (13,353) -- -- (183,417,030)
----------- ---------- ---------- ----------- ----------- --------------
Net assets available for benefits $21,120,017 $7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== ========== ========== =========== =========== ==============
* Represents more than 5% of net assets available for benefits
16
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $2,098,157,882 $ -- $ -- $ -- $ --
Interest bearing cash 19,021,572 -- -- -- --
U.S. government securities -- 4,311,292 -- -- --
Corporate debt instruments -- 10,651,050 -- -- --
Insurance contracts -- -- 34,310,091 -- 23,492,650
Interest in common/
collective trusts -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- 3,195,999 -- 312,617,971 --
-------------- ----------- ----------- ------------ -----------
Total investments 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650
-------------- ----------- ----------- ------------ -----------
Total assets 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Notes payable (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650
============== =========== =========== ============ ===========
INDEX EARTHGRAINS
BALANCED PARTICIPANT COMPANY
FUND LOAN FUND STOCK FUND TOTAL
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $2,098,157,882
Interest bearing cash -- -- 3,751 19,025,323
U.S. government securities -- -- -- 4,311,292
Corporate debt instruments -- -- -- 10,651,050
Insurance contracts -- -- -- 57,802,741
Interest in common/
collective trusts 11,865,807 -- -- 11,865,807
Loans to participants -- 89,214,927 -- 89,214,927
Earthgrains Company, Inc.
common stock -- -- 16,781,172 16,781,172
Other investments* 12,749,453 -- 36,473 328,599,896
----------- ----------- ----------- --------------
Total investments 24,615,260 89,214,927 16,821,396 2,636,410,090
----------- ----------- ----------- --------------
Total assets 24,615,260 89,214,927 16,821,396 2,636,410,090
----------- ----------- ----------- --------------
LIABILITIES
Notes payable -- -- -- (172,200,000)
----------- ----------- ----------- --------------
Total liabilities -- -- -- (172,200,000)
----------- ----------- ----------- --------------
Net assets available for benefits $24,615,260 $89,214,927 $16,821,396 $2,464,210,090
=========== =========== =========== ==============
* Represents more than 5% of net assets available for benefits
17
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 1 OF 2
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, 2001
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
Additions to net assets attributed to:
Contributions:
Participants $ 61,477,474 $ 893,149 $ 1,784,261 $ 15,692,287 $ 1,471,792 $ 1,463,397
Employer 2,928,923 -- -- -- -- --
Rollovers 139,459 449,907 3,089 31,479 7,351 10,879
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 64,545,856 1,343,056 1,787,350 15,723,766 1,479,143 1,474,276
Investment income:
Interest 2,926,612 1,660,261 14,717 3,774,531 -- --
Dividends 41,304,515 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 944,625,016 499,922 4,330,094 (66,014,432) (2,136,459) (1,609,721)
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 1,053,401,999 3,503,239 6,132,161 (46,516,135) (657,316) (135,445)
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets attributed to:
Distributions to participants 195,569,578 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Interest expense 14,206,500 -- -- -- -- --
Administrative expenses 47,123 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 209,823,201 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Net increase (decrease) 843,578,798 (3,419,861) 2,007,851 (75,858,341) (2,948,706) (4,209,975)
Net transfers in (out) (16,481,507) 16,495,086 10,007,803 (14,708,731) (85,252) 714,732
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for benefits:
Beginning of year 1,944,979,454 18,158,341 34,310,091 312,617,971 23,492,650 24,615,260
-------------- ----------- ----------- ------------ ----------- -----------
End of year $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692 $21,120,017
============== =========== =========== ============ =========== ===========
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
Additions to net assets attributed to:
Contributions:
Participants $ 113,841 $ 53,743 $ -- $ -- $ 82,949,944
Employer -- -- -- -- 2,928,923
Rollovers -- -- -- -- 642,164
----------- ---------- ----------- ----------- --------------
Total contributions 113,841 53,743 -- -- 86,521,031
Investment income:
Interest -- 6 7,419,696 371 15,796,194
Dividends -- -- -- 233,984 41,538,499
Net realized and unrealized
appreciation in fair value
of investments (1,204,398) (242,359) -- 6,709,053 884,956,716
----------- ---------- ----------- ----------- --------------
Total additions (1,090,557) (188,610) 7,419,696 6,943,408 1,028,812,440
----------- ---------- ----------- ----------- --------------
Deductions from net assets attributed to:
Distributions to participants 37,583 1,170 1,109,272 2,012,738 245,485,877
Interest expense -- -- -- -- 14,206,500
Administrative expenses -- -- -- -- 47,123
----------- ---------- ----------- ----------- --------------
Total deductions 37,583 1,170 1,109,272 2,012,738 259,739,500
Net increase (decrease) (1,128,140) (189,780) 6,310,424 4,930,670 769,072,940
Net transfers in (out) 8,231,684 3,836,875 (4,102,576) (1,666,189) 2,241,925
----------- ---------- ----------- ----------- --------------
Net assets available for benefits:
Beginning of year -- -- 89,214,927 16,821,396 2,464,210,090
----------- ---------- ----------- ----------- --------------
End of year $ 7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== ========== =========== =========== ==============
18
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
Additions to net assets attributed to:
Contributions:
Participants $ 56,713,153 $ 872,836 $ 1,953,230 $ 15,430,838 $ 1,401,989
Employer 1,875,698 -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total contributions 58,588,851 872,836 1,953,230 15,430,838 1,401,989
Investment income:
Interest 2,178,020 1,151,033 1,681,010 4,560,507 --
Dividends 40,081,760 -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments (475,135,162) (152,262) (1,070,485) 44,964,482 3,215,041
-------------- ----------- ----------- ------------ -----------
Total additions (374,286,531) 1,871,607 2,563,755 64,955,827 4,617,030
-------------- ----------- ----------- ------------ -----------
Deductions from net assets attributed to:
Distributions to participants 189,895,233 6,424,286 4,175,506 25,748,533 1,912,599
Interest expense 17,366,250 -- -- -- --
Administrative expenses 38,459 -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total deductions 207,299,942 6,424,286 4,175,506 25,748,533 1,912,599
-------------- ----------- ----------- ------------ -----------
Net increase (decrease) (581,586,473) (4,552,679) (1,611,751) 39,207,294 2,704,431
Net transfers in (out) 46,817,512 374,469 (9,454,590) (28,595,368) (2,772,605)
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits:
Beginning of year 2,479,748,415 22,336,551 45,376,432 302,006,045 23,560,824
-------------- ----------- ----------- ------------ -----------
End of year $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650
============== =========== =========== ============ ===========
INDEX EARTHGRAINS
BALANCED PARTICIPANT COMPANY
FUND LOAN FUND STOCK FUND TOTAL
Additions to net assets attributed to:
Contributions:
Participants $ 1,433,141 $ -- $ -- $ 77,805,187
Employer -- -- -- 1,875,698
----------- ----------- ------------ --------------
Total contributions 1,433,141 -- -- 79,680,885
Investment income:
Interest 193,363 7,196,680 181 16,960,794
Dividends -- -- 229,600 40,311,360
Net realized and unrealized
appreciation in fair value
of investments 2,167,089 -- (8,416,585) (434,427,882)
----------- ----------- ------------ --------------
Total additions 3,793,593 7,196,680 (8,186,804) (297,474,843)
----------- ----------- ------------ --------------
Deductions from net assets attributed to:
Distributions to participants 2,213,787 1,132,676 2,468,730 233,971,350
Interest expense -- -- -- 17,366,250
Administrative expenses -- -- -- 38,459
----------- ----------- ------------ --------------
Total deductions 2,213,787 1,132,676 2,468,730 251,376,059
----------- ----------- ------------ --------------
Net increase (decrease) 1,579,806 6,064,004 (10,655,534) (548,850,902)
Net transfers in (out) (3,326,023) (4,017,925) (2,075,594) (3,050,124)
----------- ----------- ------------ --------------
Net assets available for benefits:
Beginning of year 26,361,477 87,168,848 29,552,524 3,016,111,116
----------- ----------- ------------ --------------
End of year $24,615,260 $89,214,927 $ 16,821,396 $2,464,210,090
=========== =========== ============ ==============
1
Exhibit 99.3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 2001
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From __________ to __________
Commission File Number _________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered By A Collective Bargaining Agreement)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
2
Item 1. Plan is subject to ERISA, see Item 4 for required information.
Item 2. Plan is subject to ERISA, see Item 4 for required information.
Item 3. Plan is subject to ERISA, see Item 4 for required information.
Item 4. Financial Statements and Exhibits
---------------------------------
(a) Report of Independent Accountant
Financial Statements*:
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Additional Information*:
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statement of Net Assets Available for Benefits with Fund
Information and Statement of Changes in Net Assets Available
for Benefits with Fund Information
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statement of Changes in Net Assets Available for Benefits with
Fund Information
(b) Exhibits:
None
* Schedules required by 29 CFR 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
2
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed by the undersigned thereunto duly
authorized.
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES
COVERED BY A COLLECTIVE BARGAINING
AGREEMENT)
By: JOBETH G. BROWN
-----------------------------------
JoBeth G. Brown
Committee Member
Dated: September 27, 2001
3
4
[PRICEWATERHOUSECOOPERS LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
REPORT OF INDEPENDENT ACCOUNTANT
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For
Employees Covered by a Collective
Bargaining Agreement)
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings
Plan (For Employees Covered by a Collective Bargaining Agreement) (the
"Plan") at March 31, 2001 and 2000, 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 27, 2001
5
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2001 AND 2000
--------------------------------------------------------------------------------
MARCH 31,
2001 2000
ASSETS
Contributions receivable
Participants $ 598,040 $ 592,498
Employer 13,251,117 259,247
-------------- --------------
13,849,157 851,745
Interest in Master Trust 1,445,823,286 1,128,420,136
-------------- --------------
Total assets 1,459,672,443 1,129,271,881
-------------- --------------
LIABILITIES
Due to broker for securities purchased (868,020) --
Interest payable (3,551,625) --
Notes payable (86,100,000) (86,100,000)
-------------- --------------
Total liabilities (90,519,645) (86,100,000)
-------------- --------------
Net assets available for benefits $1,369,152,798 $1,043,171,881
============== ==============
The accompanying notes are an integral part of these financial statements.
-2-
6
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2001 AND 2000
---------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
MARCH 31,
2001 2000
Additions to net assets attributed to:
Contributions:
Participants $ 31,475,959 $ 32,043,314
Employer 21,930 256,248
Rollovers 196,921 --
-------------- --------------
Total contributions 31,694,810 32,299,562
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of investments 431,952,137 (190,906,215)
Interest 5,043,559 4,596,631
Dividends 3,245,354 3,832,236
-------------- --------------
Total additions (deductions) 471,935,860 (150,177,786)
-------------- --------------
Deductions from net assets attributed to:
Distributions to participants 137,863,683 149,590,706
Interest expense 7,103,250 8,683,125
Administrative expenses 25,814 20,347
-------------- --------------
Total deductions 144,992,747 158,294,178
-------------- --------------
Net increase (decrease) 326,943,113 (308,471,964)
Net transfers out (962,196) (2,272,369)
Net assets available for benefits:
Beginning of year 1,043,171,881 1,353,916,214
-------------- --------------
End of year $1,369,152,798 $1,043,171,881
============== ==============
The accompanying notes are an integral part of these financial statements.
-3-
7
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For
Employees Covered by a Collective Bargaining Agreement) (the Plan) was
established as a result of an amendment to the Anheuser-Busch Employee
Stock Purchase and Savings Plan (the Original Plan). The Original Plan
was established by Anheuser-Busch, Inc., effective April 1, 1976. The
Original Plan was divided into two separate plans effective January 1,
1985: the Deferred Income Stock Purchase and Savings Plan and the
Employee Stock Purchase and Savings Plan. The Plan is a continuation
of the Original Plan except that certain additional features were added,
including provisions for Before-Tax Contributions pursuant to Section
401(k) of the Internal Revenue Code. Upon amendment effective March 1,
1986, the Plan was created and limited eligibility to employees who are
members of collective units and whose collective bargaining agreement
specifically provides for participation of such members. The Plan covers
eligible employees of Anheuser-Busch Companies, Inc. (the Company) and
certain subsidiaries of the Company.
PLAN ADMINISTRATION
The Plan's named fiduciaries are the Company, as Sponsor and Plan
Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the
Company has the right to amend the Plan, designate the Plan's named
fiduciaries and exercise all fiduciary functions necessary for the
operation of the Plan except those which are assigned to another named
fiduciary by the Plan or the related trust agreement. The Company has
appointed an Administrative Committee to exercise the authority and
responsibility for the general administration of the Plan. The Trustee
has the exclusive authority and discretion to invest, manage and hold
the assets of the trust in accordance with the provisions of the Plan
and the separate trust agreement.
The Plan was amended effective June 1, 1989, to add provisions to make
the Plan a stock bonus plan and to permit the leveraged acquisition of
Company stock by the Plan. As such, the Plan is subject to the
requirements of an employee stock ownership plan (ESOP) under Section
4975(e)(7) of the Internal Revenue Code. The Trustee was specifically
empowered to enter into loans, on behalf of the Plan, 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
the decrease in the 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.
-4-
8
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
PLAN PARTICIPATION
Each employee of a participating employer (other than employees not
covered by a collective bargaining agreement) of the Company is eligible
to participate in the Plan after one year of service, during which the
employee worked 1,000 hours. Participation by eligible employees is
voluntary.
CONTRIBUTIONS
A participant may make matched or unmatched contributions. Both matched
and unmatched contributions may be before-tax and after-tax. A
participant may contribute from 1% to 6% of their base compensation
through payroll deductions for Before-Tax Matched Contributions and
After-Tax Matched Contributions. The sum of these matched contributions
may not be less than 1% nor more than 6% of the participant's base
compensation. In addition, a participant may contribute from 1% to 10%
of their base compensation through payroll deductions for Before-Tax
Unmatched Contributions and After-Tax Unmatched Contributions; however,
the unmatched contribution rates may not exceed 10% of the participant's
base compensation and are subject to other limitations as set forth in
the Plan agreement. In addition, the sum of Before-Tax Matched and
Unmatched Contributions must not exceed 16% of a participant's base
compensation, subject to certain limitations of the Internal Revenue
Code. The participant's employer then contributes a matching amount,
determined annually, based on the relationship of the Company's net
income to its payroll for the year most recently ended. However, in no
event may the participating employer's matching contribution be less than
33-1/3% nor more than 100% of the aggregate participant contributions.
The Company may, however, contribute an amount in excess of the matching
contribution to enable the Plan to meet its debt service payments.
The Company may also be required to make a Supplemental Contribution as
determined by the Administrative Committee in accordance with the Plan
document. Supplemental Contributions are made by transferring shares of
Anheuser-Busch Common Stock from the ESOP and allocating the shares to
participants who have account balances as of the end of the Plan year,
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, 2001,
177,544 shares with a value of $8,154,582 were transferred from the ESOP
to participant accounts on March 30, 2001 for the required Supplemental
Contribution. The Company made an additional contribution of 104,813
shares with a value of $4,814,075 on March 30, 2001. For the year ended
March 31, 2000, 93,353 shares with a value of $5,431,978 were transferred
from the ESOP to participant accounts on March 29, 2000 as well as 17,353
shares with a value of $1,161,586 on April 5, 2000 for the required
Supplemental Contribution.
Employee contributions vest and become non-forfeitable immediately.
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 and become
non-forfeitable after two years of service. Company contributions also
vest and become non-forfeitable upon termination of employment by reason
of death, permanent disability, entry into military service, layoff
exceeding twelve months, upon termination of employment for any
-5-
9
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
reason, including retirement, after reaching age 60, or in the event of a
"change in control" of the Company (as defined in the Plan). Forfeitures
of nonvested balances reduce future employer contributions. There were
$5,237 and $2,937 of forfeitures during the years ended March 31, 2001
and 2000, respectively.
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc. Stock Fund, an
Earthgrains Company, Inc. Stock Fund, a Short-Term Fixed Income Fund, a
Medium-Term Fixed Income Fund, a Large Cap Stock Index Fund, a Managed
Balanced Fund, an Index Balanced Fund, a Small/Mid Cap Stock Index Fund,
and an International Stock Index Fund for the investment of participant
and employer contributions. All employer contributions are invested in
the Company Stock Fund. At least one-half of each participant's 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 contributions to
be invested in increments of 1% into any fund established under the Plan.
The participant may direct unmatched contributions to be deposited
into any fund of the Plan in increments of 1%. Earnings are reinvested
in the fund to which they relate.
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 the other
stock purchase and savings plans sponsored by the Company.
DISTRIBUTIONS
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 non-share 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. The minimum loan amount is $1,000; the maximum amount is the
lesser of $50,000 less the highest outstanding loan balance under the
Plan during the one year period ending on the day before the loan is
made, or 50% of the vested account balance. The interest rate for the
life of the loan is set quarterly at prime plus one percentage point
based on the prime rate at the end of the preceding quarter. The term
of a loan for the purchase of a principal residence may be up to 10
years; the term of a loan for any other reason may not exceed 5 years.
-6-
10
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
PLAN EXPENSES
Under the Master Trust agreement with the Trustee, the Company may pay
all expenses incurred in the administration of the Master Trust,
including trustee fees, but is not obligated to do so. Trustee expenses
not paid by the Company are paid by the Master Trust and proportionately
allocated to the participating plans. All other expenses are paid by the
Plan.
PLAN TERMINATION
The Company anticipates that the Plan will continue without interruption
but reserves the right to terminate its participation in the Plan
subject to the provisions of the Employee Retirement Income Securities
Act of 1974 (ERISA). Such termination would result in the immediate and
full vesting of each participant's account balance. The Trustee would
then retain the assets until otherwise distributable under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements and the reported
amounts of additions to and deductions from net assets during the
reporting period. Actual results could differ from those estimates.
INVESTMENT VALUATION
Investments in common stock, U.S. government securities, and corporate
debt instruments are stated at fair value based on the quoted market
price at March 31 each year. Investments in interest bearing cash,
insurance contracts, 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.
Investment securities are exposed to various risks, such as interest
rate, market, and credit 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 at least reasonably
possible that changes in risks in the near term could materially affect
the amounts reported in the Statement of Net Assets Available for
Benefits.
-7-
11
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Purchases and sales of investments, and related realized gains and
losses, are recorded on the trade date. Interest income is recorded as
earned. Dividend income is recorded on the ex-dividend date. Net
realized and unrealized appreciation/depreciation in fair value of
investments is comprised of the change in market value from the
beginning to the end of the Plan year for investments retained in the
Plan, and realized gains and losses on security transactions which
represent the difference between proceeds and cost.
ALLOCATION OF ASSETS
The Plan participates in the Master Trust established for the investments
of this plan and the other stock purchase and savings plans sponsored by
the Company. Units of participation in the Master Trust are allocated
to participating plans based on the relationship of individual plan
contributions to the market value of the Master Trust. Earned income,
realized and unrealized gains and losses, and administrative expenses
are retained in the Master Trust and are allocated to participating
plans by the Trustee, based on units of participation on the transaction
date.
DISTRIBUTIONS TO PARTICIPANTS
Distributions are recorded when paid.
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
Effective September 1, 1995 the Company and the Trustee entered into a
new master trust agreement. On September 1, 1995, in accordance with
the agreement, the Plan transferred its investments in: the
Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch
Companies, Inc. Short-Term Fixed Income Master Trust, the Anheuser-Busch
Companies, Inc. Medium-Term Fixed Income Master Trust, the
Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master Trust,
the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master Trust,
and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master
Trust for units of participation in the Anheuser-Busch Companies, Inc.
Defined Contribution Master Trust. Effective March 26, 1996 the
Earthgrains Company Stock Fund was also added to the Anheuser-Busch
Companies, Inc. Defined Contribution Master Trust. 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, 2001 and 2000, the Plan's interest in the net assets of the
Master Trust was approximately 42% of total Master Trust assets.
-8-
12
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
-------------------------------------------------------------------------------------
The following table presents the fair value of investments for the
Master Trust:
MARCH 31,
2001 2000
Investments at fair value:
Anheuser-Busch common stock* $2,951,379,995 $2,117,179,454
Short-term fixed income 34,545,406 18,158,341
Medium-term fixed income 46,401,988 34,310,091
Large cap index* 222,615,011 312,617,971
Managed balanced 20,518,875 23,492,650
Index balanced 21,179,199 24,615,260
Small/Mid cap index 7,132,411 --
International stock index 3,660,448 --
Participant loans 91,422,775 89,214,927
Earthgrains Company common stock 20,085,877 16,821,396
-------------- --------------
$3,418,941,985 $2,636,410,090
============== ==============
* Represents more than 5% of net assets available for benefits.
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31,
2001 2000
Net appreciation (depreciation) in
fair value of investments:
Anheuser-Busch common stock $944,625,016 $(475,135,162)
Short-term fixed income 499,922 (152,262)
Medium-term fixed income 4,330,094 (1,070,485)
Large cap index (66,014,432) 44,964,482
Managed balanced (2,136,459) 3,215,041
Index balanced (1,609,721) 2,167,089
Small/Mid cap index (1,204,398) --
International stock index (242,359) --
Earthgrains Company common stock 6,709,053 (8,416,585)
------------ -------------
884,956,716 (434,427,882)
------------ -------------
Interest 15,796,194 16,960,794
Dividends 41,538,499 40,311,360
------------ -------------
$942,291,409 $(377,155,728)
============ =============
-9-
13
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
Further financial information for the Anheuser-Busch Companies, Inc.
Defined Contribution Master Trust as of and for the years ended March
31, 2001 and 2000 are included as Appendix A and B.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated January 30, 1995 that the Plan is designed in accordance
with applicable sections of the Internal Revenue Code. Therefore, the
underlying trust of such a Plan is exempt from federal income taxes
under Section 501 of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
5. NOTES PAYABLE
In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP
notes (Notes) to a group of insurance companies and other financial
institutions. In September 1993, the interest rate was reduced to 8.25%
per annum retroactive to January 1, 1993. Interest is payable
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. and Anheuser-Busch, Inc.
Proceeds of the Notes were used to purchase 5,665,723 shares of Company
stock, the unallocated portion of which is pledged as collateral for the
Notes. The shares are maintained in the Anheuser-Busch Companies, Inc.
Stock Fund and are released and allocated to Plan participants based on
calculations specified in the Plan document as contributions are made
to the Plan. During the years ended March 31, 2001 and 2000, 1,453,474
and 1,492,614 shares were released to participants, respectively. At
March 31, 2001 and 2000, the Company Stock Fund held 4,139,588 and
5,593,062 unallocated shares, respectively.
Principal maturities for each of the years ending March 31, are as
follows:
2002 $20,950,000
2003 22,000,000
2004 23,150,000
-----------
$66,100,000
===========
The principle due on March 31, 2001 of $20,000,000 was not paid until
April 2, 2001, the first business day after March 31, 2001. This amount
is therefore included as a Plan liability at March 31, 2001.
-10-
14
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001
--------------------------------------------------------------------------------
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, 2001 and 2000 to the Plan's
Form 5500:
2001 2000
Net assets available for benefits
per the financial statements $1,369,152,798 $1,043,171,881
Amounts allocated to withdrawing
participants (1,859,831) --
-------------- --------------
Net assets available for benefits
per the Form 5500 $1,367,292,967 $1,043,171,881
============== ==============
The following is a reconciliation of benefits paid to participants per
the financial statements for the year ended March 31, 2001 to the Plan's
Form 5500:
2001
Benefits paid to participants per
the financial statements $137,863,683
Add: Amounts allocated to withdrawing
participants at March 31, 2001 1,859,831
------------
Benefits paid to participants
per Form 5500 $139,723,514
============
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, 2001, but not yet paid as of that date.
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended March 31, 2001 and 2000, transactions with the
Company included aggregate common stock purchases totaling $37,972,381
and $36,788,108, respectively and aggregate common stock sales totaling
$19,931,055 and $64,685,498, 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, 2001 and 2000, 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 $95,133,310 and $60,447,410,
respectively and aggregate investment sales totaling $64,206,101 and
$60,744,865, respectively. These transactions are allowable
party-in-interest transactions under Section 408(e) and 408(b)(8) of
ERISA and the regulations promulgated thereunder.
8. STOCK SPLIT
All share and per share information has been adjusted to reflect the
Company's Board of Directors approved 2-for-1 stock split effective
September 19, 2000.
9. SUBSEQUENT EVENT
As a result of the purchase of The Earthgrains Company by Sara Lee
Corporation, participants holding investments in the Earthgrains
Company stock fund were given a tender offer of $40.25 per share. On
August 10, 2001, participants of the Plan holding investments in the
Earthgrains Company stock fund were allocated a total of $13,662,104 in
exchange for their investments in the fund.
-11-
15
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $2,882,256,925 $ -- $ -- $ -- $ -- $ --
Interest bearing cash 69,123,070 -- -- -- -- --
U.S. government securities -- 16,455,200 -- -- -- --
Corporate debt instruments -- 15,396,224 -- -- -- --
Insurance contracts -- -- 46,401,988 -- 20,518,875 --
Interest in common/
collective trusts -- -- -- -- -- 19,042,785
Interest in registered
investment companies -- -- -- -- -- 2,136,414
Loans to participants -- -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- -- --
Other investments* -- 2,693,982 -- 222,615,011 -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total investments 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875 21,179,199
-------------- ----------- ----------- ------------ ----------- -----------
Total assets 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875 21,179,199
-------------- ----------- ----------- ------------ ----------- -----------
LIABILITIES
Due to broker for securities -- (3,311,840) (76,243) (564,112) (60,183) (59,182)
purchased
Interest payable (7,103,250) -- -- -- -- --
Notes payable (172,200,000) -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total liabilities (179,303,250) (3,311,840) (76,243) (564,112) (60,183) (59,182)
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for benefits $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692 $21,120,017
============== =========== =========== ============ =========== ===========
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $2,882,256,925
Interest bearing cash -- 607 -- 185 69,123,862
U.S. government securities -- -- -- -- 16,455,200
Corporate debt instruments -- -- -- -- 15,396,224
Insurance contracts -- -- -- -- 66,920,863
Interest in common/
collective trusts 7,132,411 -- -- -- 26,175,196
Interest in registered
investment companies -- 3,659,841 -- -- 5,796,255
Loans to participants -- -- 91,422,775 -- 91,422,775
Earthgrains Company, Inc.
common stock -- -- -- 19,989,407 19,989,407
Other investments* -- -- -- 96,285 225,405,278
---------- ---------- ----------- ----------- --------------
Total investments 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
---------- ---------- ----------- ----------- --------------
Total assets 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
---------- ---------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities (28,867) (13,353) -- -- (4,113,780)
purchased
Interest payable -- -- -- -- (7,103,250)
Notes payable -- -- -- -- (172,200,000)
---------- ---------- ----------- ----------- --------------
Total liabilities (28,867) (13,353) -- -- (183,417,030)
---------- ---------- ----------- ----------- --------------
Net assets available for benefits $7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
========== ========== =========== =========== ==============
* Represents more than 5% of net assets available for benefits
16
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $2,098,157,882 $ -- $ -- $ -- $ --
Interest bearing cash 19,021,572 -- -- -- --
U.S. government securities -- 4,311,292 -- -- --
Corporate debt instruments -- 10,651,050 -- -- --
Insurance contracts -- -- 34,310,091 -- 23,492,650
Interest in common/
collective trusts -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- 3,195,999 -- 312,617,971 --
-------------- ----------- ----------- ------------ -----------
Total investments 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650
-------------- ----------- ----------- ------------ -----------
Total assets 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Notes payable (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650
============== =========== =========== ============ ===========
INDEX EARTHGRAINS
BALANCED PARTICIPANT COMPANY
FUND LOAN FUND STOCK FUND TOTAL
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $2,098,157,882
Interest bearing cash -- -- 3,751 19,025,323
U.S. government securities -- -- -- 4,311,292
Corporate debt instruments -- -- -- 10,651,050
Insurance contracts -- -- -- 57,802,741
Interest in common/
collective trusts 11,865,807 -- -- 11,865,807
Loans to participants -- 89,214,927 -- 89,214,927
Earthgrains Company, Inc.
common stock -- -- 16,781,172 16,781,172
Other investments* 12,749,453 -- 36,473 328,599,896
----------- ----------- ----------- --------------
Total investments 24,615,260 89,214,927 16,821,396 2,636,410,090
----------- ----------- ----------- --------------
Total assets 24,615,260 89,214,927 16,821,396 2,636,410,090
----------- ----------- ----------- --------------
LIABILITIES
Notes payable -- -- -- (172,200,000)
----------- ----------- ----------- --------------
Total liabilities -- -- -- (172,200,000)
----------- ----------- ----------- --------------
Net assets available for benefits $24,615,260 $89,214,927 $16,821,396 $2,464,210,090
=========== =========== =========== ==============
* Represents more than 5% of net assets available for benefits
17
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
Additions to net assets
attributed to:
Contributions:
Participants $ 61,477,474 $ 893,149 $ 1,784,261 $ 15,692,287 $ 1,471,792 $ 1,463,397
Employer 2,928,923 -- -- -- -- --
Rollovers 139,459 449,907 3,089 31,479 7,351 10,879
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 64,545,856 1,343,056 1,787,350 15,723,766 1,479,143 1,474,276
Investment income:
Interest 2,926,612 1,660,261 14,717 3,774,531 -- --
Dividends 41,304,515 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 944,625,016 499,922 4,330,094 (66,014,432) (2,136,459) (1,609,721)
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 1,053,401,999 3,503,239 6,132,161 (46,516,135) (657,316) (135,445)
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets
attributed to:
Distributions to participants 195,569,578 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Interest expense 14,206,500 -- -- -- -- --
Administrative expenses 47,123 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 209,823,201 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Net increase (decrease) 843,578,798 (3,419,861) 2,007,851 (75,858,341) (2,948,706) (4,209,975)
Net transfers in (out) (16,481,507) 16,495,086 10,007,803 (14,708,731) (85,252) 714,732
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for
benefits:
Beginning of year 1,944,979,454 18,158,341 34,310,091 312,617,971 23,492,650 24,615,260
-------------- ----------- ----------- ------------ ----------- -----------
End of year $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692 $21,120,017
============== =========== =========== ============ =========== ===========
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
Additions to net assets
attributed to:
Contributions:
Participants $ 113,841 $ 53,743 $ -- $ -- $ 82,949,944
Employer -- -- -- -- 2,928,923
Rollovers -- -- -- -- 642,164
----------- ---------- ----------- ----------- --------------
Total contributions 113,841 53,743 -- -- 86,521,031
Investment income:
Interest -- 6 7,419,696 371 15,796,194
Dividends -- -- -- 233,984 41,538,499
Net realized and unrealized
appreciation in fair value
of investments (1,204,398) (242,359) -- 6,709,053 884,956,716
----------- ---------- ----------- ----------- --------------
Total additions (1,090,557) (188,610) 7,419,696 6,943,408 1,028,812,440
----------- ---------- ----------- ----------- --------------
Deductions from net assets
attributed to:
Distributions to participants 37,583 1,170 1,109,272 2,012,738 245,485,877
Interest expense -- -- -- -- 14,206,500
Administrative expenses -- -- -- -- 47,123
----------- ---------- ----------- ----------- --------------
Total deductions 37,583 1,170 1,109,272 2,012,738 259,739,500
Net increase (decrease) (1,128,140) (189,780) 6,310,424 4,930,670 769,072,940
Net transfers in (out) 8,231,684 3,836,875 (4,102,576) (1,666,189) 2,241,925
----------- ---------- ----------- ----------- --------------
Net assets available for
benefits:
Beginning of year -- -- 89,214,927 16,821,396 2,464,210,090
----------- ---------- ----------- ----------- --------------
End of year $ 7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== ========== =========== =========== ==============
18
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
Additions to net assets attributed to:
Contributions:
Participants $ 56,713,153 $ 872,836 $ 1,953,230 $ 15,430,838 $ 1,401,989
Employer 1,875,698 -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total contributions 58,588,851 872,836 1,953,230 15,430,838 1,401,989
Investment income:
Interest 2,178,020 1,151,033 1,681,010 4,560,507 --
Dividends 40,081,760 -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments (475,135,162) (152,262) (1,070,485) 44,964,482 3,215,041
-------------- ----------- ----------- ------------ -----------
Total additions (374,286,531) 1,871,607 2,563,755 64,955,827 4,617,030
-------------- ----------- ----------- ------------ -----------
Deductions from net assets attributed to:
Distributions to participants 189,895,233 6,424,286 4,175,506 25,748,533 1,912,599
Interest expense 17,366,250 -- -- -- --
Administrative expenses 38,459 -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total deductions 207,299,942 6,424,286 4,175,506 25,748,533 1,912,599
-------------- ----------- ----------- ------------ -----------
Net increase (decrease) (581,586,473) (4,552,679) (1,611,751) 39,207,294 2,704,431
Net transfers in (out) 46,817,512 374,469 (9,454,590) (28,595,368) (2,772,605)
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits:
Beginning of year 2,479,748,415 22,336,551 45,376,432 302,006,045 23,560,824
-------------- ----------- ----------- ------------ -----------
End of year $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650
============== =========== =========== ============ ===========
INDEX EARTHGRAINS
BALANCED PARTICIPANT COMPANY
FUND LOAN FUND STOCK FUND TOTAL
Additions to net assets attributed to:
Contributions:
Participants $ 1,433,141 $ -- $ -- $ 77,805,187
Employer -- -- -- 1,875,698
----------- ----------- ------------ --------------
Total contributions 1,433,141 -- -- 79,680,885
Investment income:
Interest 193,363 7,196,680 181 16,960,794
Dividends -- -- 229,600 40,311,360
Net realized and unrealized
appreciation in fair value
of investments 2,167,089 -- (8,416,585) (434,427,882)
----------- ----------- ------------ --------------
Total additions 3,793,593 7,196,680 (8,186,804) (297,474,843)
----------- ----------- ------------ --------------
Deductions from net assets attributed to:
Distributions to participants 2,213,787 1,132,676 2,468,730 233,971,350
Interest expense -- -- -- 17,366,250
Administrative expenses -- -- -- 38,459
----------- ----------- ------------ --------------
Total deductions 2,213,787 1,132,676 2,468,730 251,376,059
----------- ----------- ------------ --------------
Net increase (decrease) 1,579,806 6,064,004 (10,655,534) (548,850,902)
Net transfers in (out) (3,326,023) (4,017,925) (2,075,594) (3,050,124)
----------- ----------- ------------ --------------
Net assets available for benefits:
Beginning of year 26,361,477 87,168,848 29,552,524 3,016,111,116
----------- ----------- ------------ --------------
End of year $24,615,260 $89,214,927 $ 16,821,396 $2,464,210,090
=========== =========== ============ ==============
1
Exhibit 99.4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 2001
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From __________ to __________
Commission File Number _________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
2
Item 1. Plan is subject to ERISA, see Item 4 for required information.
Item 2. Plan is subject to ERISA, see Item 4 for required information.
Item 3. Plan is subject to ERISA, see Item 4 for required information.
Item 4. Financial Statements and Exhibits
---------------------------------
(a) Report of Independent Accountants
Financial Statements:
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Additional Information*:
Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust Statement of Net Assets Available for Benefits with Fund
Information and Statement of Changes in Net Assets Available for
Benefits with Fund Information
Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust Statement of Changes in Net Assets Available for
Benefits with Fund Information
(b) Exhibits:
None
*Schedules required by 29 CFR 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not applicable.
2
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan) have
duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN (FOR CERTAIN
HOURLY EMPLOYEES OF ANHEUSER-BUSCH
COMPANIES, INC. AND ITS SUBSIDIARIES)
By: JOBETH G. BROWN
--------------------------------------
JoBeth G. Brown
Committee Member
Dated: September 27, 2001
3
4
[PRICEWATERHOUSE LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
REPORT OF INDEPENDENT ACCOUNTANT
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Certain Hourly
Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings
Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries) (the "Plan"), at March 31, 2001 and 2000, 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 27, 2001
5
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2001 AND 2000
-------------------------------------------------------------------------------
MARCH 31,
2001 2000
ASSETS
Contributions receivable:
Participants $ 135,980 $ 105,707
Employer 1,254,408 878,210
----------- -----------
1,390,388 983,917
Interest in Master Trust 61,723,177 43,050,762
----------- -----------
Total assets 63,113,565 44,034,679
----------- -----------
LIABILITIES
Due to broker for securities purchased (92,288) --
----------- -----------
Total liabilities (92,288) --
----------- -----------
Net assets available for benefits $63,021,277 $44,034,679
=========== ===========
The accompanying notes are an integral part of these financial statements.
-2-
6
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2001 AND 2000
----------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
MARCH 31,
2001 2000
Additions to net assets attributed to:
Contributions:
Participants $ 3,369,928 $ 3,078,372
Employer 3,306,796 2,592,169
----------- -----------
Total contributions 6,676,724 5,670,541
Investment income:
Net realized and unrealized appreciation
(depreciation) in fair value of investments 16,175,000 (6,363,211)
Interest 322,471 294,232
----------- -----------
Total additions (deductions) 23,174,195 (398,438)
----------- -----------
Deductions from net assets attributed to:
Distributions to participants 2,830,603 2,484,791
----------- -----------
Net increase (decrease) 20,343,592 (2,883,229)
Net transfers out (1,356,994) (265,686)
----------- -----------
Net assets available for benefits:
Beginning of year 44,034,679 47,183,594
----------- -----------
End of year $63,021,277 $44,034,679
=========== ===========
The accompanying notes are an integral part of these financial statements.
-3-
7
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND 2000
-------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries) (the Plan) was established as a result of an amendment to
the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for
salaried employees which was effective April 1, 1992. The following is
intended to provide only a general description of the Plan's provisions.
Participants should refer to the Plan document for more complete
information.
PLAN ADMINISTRATION
The Plan's named fiduciaries are Anheuser-Busch Companies, Inc. (the
Company), as Sponsor and Plan Administrator, and Mellon Bank, N.A. as
the Trustee. As Sponsor, the Company has the right to amend the Plan,
designate the Plan's named fiduciaries and exercise all fiduciary
functions necessary for the operation of the Plan except those which are
assigned to another named fiduciary by the Plan or the related trust
agreement. The Company has appointed an Administrative Committee to
exercise the authority and responsibility for the general administration
of the Plan. The Trustee has the exclusive authority and discretion to
invest, manage and hold the assets of the trust in accordance with the
provisions of the Plan and the separate trust agreement.
Effective April 1, 1994, the Plan was amended to incorporate various
changes to the Plan, including changes in participants' contribution
limits, changes in Company matching contributions, the addition of the
Managed Balanced Fund and Indexed Balanced Fund investment options and
the decrease in the vesting period from three years to two years.
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.
PLAN PARTICIPATION
The Plan covers eligible hourly employees of certain subsidiaries of the
Company which include: Boardwalk and Baseball, Inc.; Busch Entertainment
Corporation; Busch Properties of Florida, Inc.; Sea World, Inc.; Sea
World of Florida, Inc.; and Sea World of Texas, Inc. Each hourly
employee (other than employees covered by a collective bargaining
agreement) of the above subsidiaries is eligible to participate in the
Plan after completing one year of service, in which 1,000 hours of
service are completed. Participation by eligible employees is
voluntary.
CONTRIBUTIONS
A participant may make matched or unmatched contributions. Both matched
and unmatched contributions may be before-tax or after-tax. A
participant may contribute from 1% to 6% of their base compensation
through payroll deductions for Before-Tax Matched Contributions and
-4-
8
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND 2000
-------------------------------------------------------------------------------
After-Tax Matched Contributions. The sum of these matched contributions
may not be less than 1% nor more than 6% of the participant's base
compensation. In addition, a participant may contribute from 1% to 10%
of their base compensation through payroll deductions for Before-Tax
Unmatched Contributions and After-Tax Unmatched Contributions; however,
the unmatched contribution rates may not exceed 10% of the participant's
base compensation and are subject to other limitations as set forth in
the Plan agreement. In addition, the sum of Before-Tax Matched and
Unmatched Contributions must not exceed 16% of a participant's base
compensation, subject to certain limitations of the Internal Revenue
Code. The participant's employer then contributes a matching amount
determined annually based on the relationship of the Company's net
income to its payroll for the year most recently ended. However, in no
event may the participating employer's matching contribution be less
than 33-1/3% nor more than 100% of the aggregate participant
contributions.
The Company may also be required to make a Supplemental Contribution as
determined by the Administrative Committee in accordance with the Plan
document. Supplemental Contributions are payable within 180 days of the
Plan's year end and are allocated to participants who have account
balances as of the end of the Plan year. For the years ended March 31,
2001 and 2000, a Supplemental Contribution of $1,168,595 and $817,718
was required, respectively.
Employee contributions vest and become non-forfeitable immediately.
Company contributions for participants actively employed by the Company
on or prior to March 31, 1991 vest immediately. For participants
subsequently employed, Company contributions vest and become
non-forfeitable after two years of service. Company contributions also
vest upon termination of employment by reason of death, permanent
disability, entry into military service, layoff exceeding twelve months,
upon termination of employment for any reason, including retirement,
after reaching age 60, or in the event of a "change in control" of the
Company as defined by the Plan. Forfeitures of nonvested balances
reduce future employer contributions. There were $5,639 and $4,101 in
forfeitures during the years ended March 31, 2001 and 2000,
respectively.
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc. Stock Fund, an
Earthgrains Company Stock Fund, a Short-Term Fixed Income Fund, a
Medium-Term Fixed Income Fund, a Large Cap Index Fund, a Managed
Balanced Fund, an Index Balanced Fund, a Small/Mid Cap Stock Index Fund,
and an International Stock Index Fund for the investment of participant
and employer contributions. All employer contributions are invested in
the Company Stock Fund. At least one-half of each participant's 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% into any fund
established under the Plan. Earnings are reinvested in the fund to
which they relate.
-5-
9
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND 2000
-------------------------------------------------------------------------------
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 the stock purchase
and savings plans sponsored by the Company.
DISTRIBUTIONS
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
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 non-share 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% of the vested account
balance. The interest rate is set quarterly at prime plus one
percentage point at the end of the preceding quarter. The term of a
loan for the purchase of a principal residence may be up to 10 years;
the term of a loan for any other reason may not exceed 5 years.
PLAN EXPENSES
Under the Master Trust agreement with the Trustee, the Company may pay
all expenses incurred in the administration of the Master Trust,
including trustee fees, but is not obligated to do so. Trustee expenses
not paid by the Company are paid by the Master Trust and proportionately
allocated to the participating plans. All other expenses are paid by the
Plan.
PLAN TERMINATION
The Company anticipates that the Plan will continue without interruption
but reserves the right to terminate its participation in the Plan
subject to the provisions of the Employee Retirement Income Securities
Act of 1974 (ERISA). Such termination would result in the immediate and
full vesting of each participant's account balance. The Trustee would
then retain the assets until otherwise distributable under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
-6-
10
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND 2000
-------------------------------------------------------------------------------
The preparation of financial statements in conformity 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 and liabilities and disclosure of contingent
liabilities at the date of the financial statements and the reported
amounts of additions to and deductions from net assets during the
reporting period. Actual results could differ from those estimates.
INVESTMENT VALUATION
Investments in common stock, U.S. government securities, and corporate
debt instruments are stated at fair value based on the quoted market
price at March 31 each year. Investments in interest bearing cash,
insurance contracts, interests in common/collective trusts, and
interests in registered nvestment companies are stated at fair value as
determined by the Trustee. Participant loans are valued at cost which
approximates fair value.
Investment securities are exposed to various risks, such as interest
rate, market, and credit 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 at least reasonably
possible that changes in risks in the near term could materially affect
the amounts reported in the Statement of Net Assets Available for
Benefits.
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Investment purchases and sales, and related realized gains or losses,
are recorded on the trade date. Interest income is recorded as earned.
Dividend income is recorded on the ex-dividend date. Net realized and
unrealized appreciation/depreciation in fair value of investments is
comprised of the change in market value from the beginning to the end of
the Plan year for investments retained in the Plan, and realized gains
and losses on security transactions which represent the difference
between proceeds and cost.
ALLOCATION OF ASSETS
The Plan participates in the Master Trust established for the investments
of this plan and the other stock purchase and savings plans sponsored by
the Company. Units of participation in the Master Trust are allocated
to participating plans based on the relationship of individual plan
contributions to the market value of the Master Trust. Earned income,
realized and unrealized gains and losses, and administrative expenses
are retained in the Master Trust and are allocated to participating
plans by the Trustee, based on units of participation on the transaction
date.
DISTRIBUTIONS TO PARTICIPANTS
Distributions are recorded when paid.
-7-
11
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND 2000
-------------------------------------------------------------------------------
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
Effective September 1, 1995 the Company and the Trustee entered into a
new master trust agreement. On September 1, 1995, in accordance with
the agreement, the Plan transferred its investments in: the
Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch
Companies, Inc. Short-Term Fixed Income Master Trust, the Anheuser-Busch
Companies, Inc. Medium-Term Fixed Income Master Trust, the
Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master Trust,
the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master Trust,
and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master
Trust for units of participation in the Anheuser-Busch Companies, Inc.
Defined Contribution Master Trust. Effective March 26, 1996 the
Earthgrains Company, Stock Fund was also added to the Anheuser-Busch
Companies, Inc. Defined Contribution Master Trust. 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, 2001 and 2000, the Plan's interest in the net assets of the
Master Trust was approximately 2% of total Master Trust assets.
The following table presents the fair value of investments for the
Master Trust:
MARCH 31,
2001 2000
Investments at fair value:
Anheuser-Busch common stock* $2,951,379,995 $2,117,179,454
Short-term fixed income 34,545,406 18,158,341
Medium-term fixed income 46,401,988 34,310,091
Large cap index* 222,615,011 312,617,971
Managed balanced 20,518,875 23,492,650
Index balanced 21,179,199 24,615,260
Small/Mid cap index 7,132,411 --
International stock index 3,660,448 --
Participant loans 91,422,775 89,214,927
Earthgrains Company common stock 20,085,877 16,821,396
-------------- --------------
$3,418,941,985 $2,636,410,090
============== ==============
* Represents more than 5% of net assets available for benefits.
-8-
12
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND 2000
-------------------------------------------------------------------------------
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31,
2001 2000
Net appreciation (depreciation) in
fair value of investments:
Anheuser-Busch common stock $944,625,016 $(475,135,162)
Short-term fixed income 499,922 (152,262)
Medium-term fixed income 4,330,094 (1,070,485)
Large cap index (66,014,432) 44,964,482
Managed balanced (2,136,459) 3,215,041
Index balanced (1,609,721) 2,167,089
Small/Mid cap index (1,204,398) --
International stock (242,359) --
Earthgrains Company common stock 6,709,053 (8,416,585)
------------ -------------
884,956,716 (434,427,882)
------------ -------------
Interest 15,796,194 16,960,794
Dividends 41,538,499 40,311,360
------------ -------------
$942,291,409 $(377,155,728)
============ =============
Further financial information for the Anheuser-Busch Companies, Inc.
Defined Contribution Master Trust as of and for the years ended March
31, 2001 and 2000 are included as Appendix A and B.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
a letter dated January 30, 1995, that the Plan is designed in accordance
with applicable sections of the Internal Revenue Code. Therefore, the
underlying trust of such a Plan is exempt from federal income taxes
under Section 501 of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
-9-
13
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND 2000
-------------------------------------------------------------------------------
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, 2001 and 2000 to the Plan's
Form 5500:
2001 2000
Net assets available for benefits per the
financial statements $63,021,277 $44,034,679
Amounts allocated to withdrawing participants (86,183) --
----------- -----------
Net assets available for benefits per the
Form 5500 $62,935,094 $44,034,679
=========== ===========
The following is a reconciliation of benefits paid to participants per
the financial statements for the year ended March 31, 2001 to the Plan's
Form 5500:
2001
Benefits paid to participants per the
financial statements $2,830,603
Add: Amounts allocated to withdrawing
participants at March 31, 2001 86,183
----------
Benefits paid to participants per Form 5500 $2,916,786
==========
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, 2001, but not yet paid as of that date.
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended March 31, 2001 and 2000, transactions with the
Company included aggregate common stock purchases totaling $1,808,209
and $1,751,815, respectively and aggregate common stock sales totaling
$949,098 and $73,625, 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, 2001 and 2000, 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 $1,944,381 and $1,463,890,
respectively and aggregate investment sales totaling $1,985,636 and
$1,552,778,
-10-
14
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND 2000
-------------------------------------------------------------------------------
respectively. These transactions are allowable party-in-interest
transactions under Sections 408(e) and 408(b)(8) of ERISA and the
regulations promulgated thereunder.
7. STOCK SPLIT
Effective September 19, 2000, the Company's Board of Directors approved
a 2-for-1 stock split.
8. SUBSEQUENT EVENT
As a result of the purchase of The Earthgrains Company by Sara Lee
Corporation, participants holding investments in the Earthgrains
Company stock fund were given a tender offer of $40.25 per share.
On August 10, 2001, participants of the Plan holding investments in
the Earthgrains Company stock fund were allocated a total of $405,441
in exchange for their investments in the fund.
-11-
15
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED
STOCK FUND FUND FUND FUND FUND
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $2,882,256,925 $ -- $ -- $ -- $ --
Interest bearing cash 69,123,070 -- -- -- --
U.S. government securities -- 16,455,200 -- -- --
Corporate debt instruments -- 15,396,224 -- -- --
Insurance contracts -- -- 46,401,988 -- 20,518,875
Interest in common/
collective trusts -- -- -- -- --
Interest in registered
investment companies -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- 2,693,982 -- 222,615,011 --
-------------- ----------- ----------- ------------ -----------
Total investments 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875
-------------- ----------- ----------- ------------ -----------
Total assets 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Due to broker for securities
purchased -- (3,311,840) (76,243) (564,112) (60,183)
Interest payable (7,103,250) -- -- -- --
Notes payable (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (179,303,250) (3,311,840) (76,243) (564,112) (60,183)
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692
============== =========== =========== ============ ===========
INDEX EARTHGRAINS
BALANCED SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
FUND CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $ -- $2,882,256,925
Interest bearing cash -- -- 607 -- 185 69,123,862
U.S. government securities -- -- -- -- -- 16,455,200
Corporate debt instruments -- -- -- -- -- 15,396,224
Insurance contracts -- -- -- -- -- 66,920,863
Interest in common/
collective trusts 19,042,785 7,132,411 -- -- -- 26,175,196
Interest in registered
investment companies 2,136,414 -- 3,659,841 -- -- 5,796,255
Loans to participants -- -- -- 91,422,775 -- 91,422,775
Earthgrains Company, Inc.
common stock -- -- -- -- 19,989,407 19,989,407
Other investments* -- -- -- -- 96,285 225,405,278
----------- ---------- ---------- ----------- ----------- --------------
Total investments 21,179,199 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
----------- ---------- ---------- ----------- ----------- --------------
Total assets 21,179,199 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
----------- ---------- ---------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities
purchased (59,182) (28,867) (13,353) -- -- (4,113,780)
Interest payable -- -- -- -- -- (7,103,250)
Notes payable -- -- -- -- -- (172,200,000)
----------- ---------- ---------- ----------- ----------- --------------
Total liabilities (59,182) (28,867) (13,353) -- -- (183,417,030)
----------- ---------- ---------- ----------- ----------- --------------
Net assets available for benefits $21,120,017 $7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== ========== ========== =========== =========== ==============
* Represents more than 5% of net assets available for benefits
16
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $2,098,157,882 $ -- $ -- $ -- $ --
Interest bearing cash 19,021,572 -- -- -- --
U.S. government securities -- 4,311,292 -- -- --
Corporate debt instruments -- 10,651,050 -- -- --
Insurance contracts -- -- 34,310,091 -- 23,492,650
Interest in common/
collective trusts -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- 3,195,999 -- 312,617,971 --
-------------- ----------- ----------- ------------ -----------
Total investments 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650
-------------- ----------- ----------- ------------ -----------
Total assets 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Notes payable (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650
============== =========== =========== ============ ===========
INDEX EARTHGRAINS
BALANCED PARTICIPANT COMPANY
FUND LOAN FUND STOCK FUND TOTAL
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $2,098,157,882
Interest bearing cash -- -- 3,751 19,025,323
U.S. government securities -- -- -- 4,311,292
Corporate debt instruments -- -- -- 10,651,050
Insurance contracts -- -- -- 57,802,741
Interest in common/
collective trusts 11,865,807 -- -- 11,865,807
Loans to participants -- 89,214,927 -- 89,214,927
Earthgrains Company, Inc.
common stock -- -- 16,781,172 16,781,172
Other investments* 12,749,453 -- 36,473 328,599,896
----------- ----------- ----------- --------------
Total investments 24,615,260 89,214,927 16,821,396 2,636,410,090
----------- ----------- ----------- --------------
Total assets 24,615,260 89,214,927 16,821,396 2,636,410,090
----------- ----------- ----------- --------------
LIABILITIES
Notes payable -- -- -- (172,200,000)
----------- ----------- ----------- --------------
Total liabilities -- -- -- (172,200,000)
----------- ----------- ----------- --------------
Net assets available for benefits $24,615,260 $89,214,927 $16,821,396 $2,464,210,090
=========== =========== =========== ==============
* Represents more than 5% of net assets available for benefits
17
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 1 OF 2
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, 2001
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
Additions to net assets attributed to:
Contributions:
Participants $ 61,477,474 $ 893,149 $ 1,784,261 $ 15,692,287 $ 1,471,792 $ 1,463,397
Employer 2,928,923 -- -- -- -- --
Rollovers 139,459 449,907 3,089 31,479 7,351 10,879
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 64,545,856 1,343,056 1,787,350 15,723,766 1,479,143 1,474,276
Investment income:
Interest 2,926,612 1,660,261 14,717 3,774,531 -- --
Dividends 41,304,515 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 944,625,016 499,922 4,330,094 (66,014,432) (2,136,459) (1,609,721)
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 1,053,401,999 3,503,239 6,132,161 (46,516,135) (657,316) (135,445)
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets attributed to:
Distributions to participants 195,569,578 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Interest expense 14,206,500 -- -- -- -- --
Administrative expenses 47,123 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 209,823,201 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Net increase (decrease) 843,578,798 (3,419,861) 2,007,851 (75,858,341) (2,948,706) (4,209,975)
Net transfers in (out) (16,481,507) 16,495,086 10,007,803 (14,708,731) (85,252) 714,732
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for benefits:
Beginning of year 1,944,979,454 18,158,341 34,310,091 312,617,971 23,492,650 24,615,260
-------------- ----------- ----------- ------------ ----------- -----------
End of year $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692 $21,120,017
============== =========== =========== ============ =========== ===========
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
Additions to net assets attributed to:
Contributions:
Participants $ 113,841 $ 53,743 $ -- $ -- $ 82,949,944
Employer -- -- -- -- 2,928,923
Rollovers -- -- -- -- 642,164
----------- ---------- ----------- ----------- --------------
Total contributions 113,841 53,743 -- -- 86,521,031
Investment income:
Interest -- 6 7,419,696 371 15,796,194
Dividends -- -- -- 233,984 41,538,499
Net realized and unrealized
appreciation in fair value
of investments (1,204,398) (242,359) -- 6,709,053 884,956,716
----------- ---------- ----------- ----------- --------------
Total additions (1,090,557) (188,610) 7,419,696 6,943,408 1,028,812,440
----------- ---------- ----------- ----------- --------------
Deductions from net assets attributed to:
Distributions to participants 37,583 1,170 1,109,272 2,012,738 245,485,877
Interest expense -- -- -- -- 14,206,500
Administrative expenses -- -- -- -- 47,123
----------- ---------- ----------- ----------- --------------
Total deductions 37,583 1,170 1,109,272 2,012,738 259,739,500
Net increase (decrease) (1,128,140) (189,780) 6,310,424 4,930,670 769,072,940
Net transfers in (out) 8,231,684 3,836,875 (4,102,576) (1,666,189) 2,241,925
----------- ---------- ----------- ----------- --------------
Net assets available for benefits:
Beginning of year -- -- 89,214,927 16,821,396 2,464,210,090
----------- ---------- ----------- ----------- --------------
End of year $ 7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== ========== =========== =========== ==============
18
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
Additions to net assets attributed to:
Contributions:
Participants $ 56,713,153 $ 872,836 $ 1,953,230 $ 15,430,838 $ 1,401,989
Employer 1,875,698 -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total contributions 58,588,851 872,836 1,953,230 15,430,838 1,401,989
Investment income:
Interest 2,178,020 1,151,033 1,681,010 4,560,507 --
Dividends 40,081,760 -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments (475,135,162) (152,262) (1,070,485) 44,964,482 3,215,041
-------------- ----------- ----------- ------------ -----------
Total additions (374,286,531) 1,871,607 2,563,755 64,955,827 4,617,030
-------------- ----------- ----------- ------------ -----------
Deductions from net assets attributed to:
Distributions to participants 189,895,233 6,424,286 4,175,506 25,748,533 1,912,599
Interest expense 17,366,250 -- -- -- --
Administrative expenses 38,459 -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total deductions 207,299,942 6,424,286 4,175,506 25,748,533 1,912,599
-------------- ----------- ----------- ------------ -----------
Net increase (decrease) (581,586,473) (4,552,679) (1,611,751) 39,207,294 2,704,431
Net transfers in (out) 46,817,512 374,469 (9,454,590) (28,595,368) (2,772,605)
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits:
Beginning of year 2,479,748,415 22,336,551 45,376,432 302,006,045 23,560,824
-------------- ----------- ----------- ------------ -----------
End of year $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650
============== =========== =========== ============ ===========
INDEX EARTHGRAINS
BALANCED PARTICIPANT COMPANY
FUND LOAN FUND STOCK FUND TOTAL
Additions to net assets attributed to:
Contributions:
Participants $ 1,433,141 $ -- $ -- $ 77,805,187
Employer -- -- -- 1,875,698
----------- ----------- ------------ --------------
Total contributions 1,433,141 -- -- 79,680,885
Investment income:
Interest 193,363 7,196,680 181 16,960,794
Dividends -- -- 229,600 40,311,360
Net realized and unrealized
appreciation in fair value
of investments 2,167,089 -- (8,416,585) (434,427,882)
----------- ----------- ------------ --------------
Total additions 3,793,593 7,196,680 (8,186,804) (297,474,843)
----------- ----------- ------------ --------------
Deductions from net assets attributed to:
Distributions to participants 2,213,787 1,132,676 2,468,730 233,971,350
Interest expense -- -- -- 17,366,250
Administrative expenses -- -- -- 38,459
----------- ----------- ------------ --------------
Total deductions 2,213,787 1,132,676 2,468,730 251,376,059
----------- ----------- ------------ --------------
Net increase (decrease) 1,579,806 6,064,004 (10,655,534) (548,850,902)
Net transfers in (out) (3,326,023) (4,017,925) (2,075,594) (3,050,124)
----------- ----------- ------------ --------------
Net assets available for benefits:
Beginning of year 26,361,477 87,168,848 29,552,524 3,016,111,116
----------- ----------- ------------ --------------
End of year $24,615,260 $89,214,927 $ 16,821,396 $2,464,210,090
=========== =========== ============ ==============