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, 1997 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 Item 1. Plan is subject to ERISA, see Item 4 for required information. Item 2. Plan is subject to ERISA, see Item 4 for required information. Item 3. Plan is subject to ERISA, see Item 4 for required information. Item 4. Financial Statements and Exhibits --------------------------------- (a) Financial Statements: Report of independent accountants Statement of Net Assets Available for Benefits with Fund Information at March 31, 1997 and March 31, 1996. Statement of Changes in Net Assets Available for Benefits with Fund Information for the years ended March 31, 1997 and March 31, 1996. Notes to financial statements Schedule of Reportable Transactions for the year ended March 31, 1997 (Schedule I) Anheuser-Busch Defined Contribution Master Trust - Statement of Net Assets Available for Benefits with Fund Information at March 31, 1997 and March 31, 1996 (Appendix A) Anheuser-Busch Defined Contribution Master Trust - Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended March 31, 1997 and March 31, 1996 (Appendix A) (b) Exhibits: None 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND ITS SUBSIDIARIES) By: JOBETH G. BROWN --------------------------------------- JoBeth G. Brown Committee Member Dated: September 24, 1997 3 800 Market Street Telephone 314 206 8500 St. Louis, MO 63101 PRICE WATERHOUSE LLP [LOGO] REPORT OF INDEPENDENT ACCOUNTANTS August 1, 1997 To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries), formerly the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Hourly Employees of Busch Entertainment Corporation), at March 31, 1997 and 1996, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedule I is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and the changes in net assets available for benefits of each fund. Schedule I and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Statement of Net Assets Available for Benefits with Fund Information March 31, 1997 Page 2 - -------------------------------------------------------------------------- PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Receivables: Contributions: Participant $ 12,362 $ 332 $ 387 $ 1,057 Employer 6,865 - - - ----------- -------- -------- ---------- 19,227 332 387 1,057 ----------- -------- -------- ---------- Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock* 20,722,808 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 443,463 Anheuser-Busch Companies, Inc. Medium Term Fixed Income Fund 570,321 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 1,000,621 Anheuser-Busch Companies, Inc. Managed Balanced Fund Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans* Earthgrains Company, Inc. Common Stock Fund - - - - ----------- -------- -------- ---------- 20,722,808 443,463 570,321 1,000,621 ----------- -------- -------- ---------- Total assets 20,742,035 443,795 570,708 1,001,678 ----------- -------- -------- ---------- Liabilities Total liabilities - - - - ----------- -------- -------- ---------- Net assets available for benefits $20,742,035 $443,795 $570,708 $1,001,678 =========== ======== ======== ========== * Represents more than 5% of net assets available for benefits. See accompanying Notes to Financial Statements. PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan common stock fund fund fund fund Total Assets Receivables: Contributions: Participant $ 326 $ 233 $ - $ - $ 14,697 Employer - - - - 6,865 ----------- -------- ---------- ---------- ------------ 326 233 - - 21,562 ----------- -------- ---------- ---------- ------------ Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock* 20,722,808 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 443,463 Anheuser-Busch Companies, Inc. Medium Term Fixed Income Fund 570,321 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 1,000,621 Anheuser-Busch Companies, Inc. Managed Balanced Fund 149,829 149,829 Anheuser-Busch Companies, Inc. Index Balanced Fund 81,145 81,145 Participant loans* 2,227,239 2,227,239 Earthgrains Company, Inc. Common Stock Fund - - - 303,723 303,723 ----------- -------- ---------- ---------- ----------- 149,829 81,145 2,227,239 303,723 25,499,149 ----------- -------- ---------- ----------- ------------ Total assets 150,155 81,378 2,227,239 303,723 25,520,711 ----------- -------- ---------- ---------- ------------ Liabilities Total liabilities - - - - - ----------- -------- ---------- ---------- ------------ Net assets available for benefits $ 150,155 $ 81,378 $2,227,239 $ 303,723 $ 25,520,711 =========== ======== ========== ========== ============ * Represents more than 5% of net assets available for benefits. See accompanying Notes to Financial Statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Statement of Net Assets Available for Benefits with Fund Information March 31, 1996 Page 3 - -------------------------------------------------------------------------- PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Cash $ 406 $ - $ - $ - Receivables: Contributions: Participant 10,516 944 809 944 Employer 7,350 - - - ------------ --------- --------- --------- 18,272 944 809 944 ------------ --------- --------- --------- Investments at fair value: Earthgrains Company, Inc., Common Stock Anheuser-Busch Companies, Inc. Common Stock* 15,585,120 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 393,709 Anheuser-Busch Companies, Inc. Medium Term Fixed Income Fund 568,186 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 773,801 Anheuser-Busch Companies, Inc. Managed Balanced Fund Anheuser-Busch Companies, Inc. Indexed Balanced Fund Participant loans* - - - - ------------ --------- --------- --------- Total investment 15,585,120 393,709 568,186 773,801 ------------ --------- --------- --------- Total assets 15,603,392 394,653 568,995 774,745 ------------ --------- --------- --------- Liabilities Total liabilities - - - - ------------ --------- --------- --------- Net assets available for benefits $ 15,603,392 $ 394,653 $ 568,995 $ 774,745 ============ ========= ========= ========= * Represents more than 5% of net assets available for benefits. See accompanying Notes to Financial Statements. PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Assets Cash $ - $ - $ - $ - $ 406 Receivables: Contributions: Participant 269 269 13,751 Employer - - - - 7,350 ----------- -------- ---------- --------- ----------- 269 269 - - 21,507 ----------- -------- ---------- --------- ----------- Investments at fair value: Earthgrains Company, Inc., Common Stock 274,200 274,200 Anheuser-Busch Companies, Inc. Common Stock* 15,585,120 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 393,709 Anheuser-Busch Companies, Inc. Medium Term Fixed Income Fund 568,186 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 773,801 Anheuser-Busch Companies, Inc. Managed Balanced Fund 129,024 129,024 Anheuser-Busch Companies, Inc. Indexed Balanced Fund 53,466 53,466 Participant loans* - - 1,273,314 - 1,273,314 ----------- -------- ---------- --------- ----------- Total investment 129,024 53,466 1,273,314 274,200 19,050,820 ----------- -------- ---------- --------- ----------- Total assets 129,293 53,735 1,273,314 274,200 19,072,327 ----------- -------- ---------- --------- ----------- Liabilities Total liabilities - - - - - ----------- -------- ---------- --------- ----------- Net assets available for benefits $ 129,293 $ 53,735 $1,273,314 $ 274,200 $19,072,327 =========== ======== ========== ========= =========== * Represents more than 5% of net assets available for benefits. See accompanying Notes to Financial Statements. 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 with Fund Information Year Ended March 31, 1997 Page 4 - --------------------------------------------------------------------------- PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Employer $ 1,248,255 $ - $ - $ - Participant 1,838,287 81,860 119,317 252,325 ----------- -------- -------- ---------- 3,086,542 81,860 119,317 252,325 ----------- -------- -------- ---------- Investment income: Interest Net realized and unrealized appreciation in fair value 4,086,491 21,076 24,967 148,006 of investments ----------- -------- -------- ---------- Total additions 7,173,033 102,936 144,284 400,331 ----------- -------- -------- ---------- Deductions from net assets attributed to: Distributions to participants 1,799,536 45,595 81,699 48,450 ----------- -------- -------- ---------- Net transfers in (out) (234,854) (8,199) (60,872) (124,948) ----------- -------- -------- ---------- Net increase 5,138,643 49,142 1,713 226,933 Net assets available for benefits, 15,603,392 394,653 568,995 774,745 beginning of year ----------- -------- -------- ---------- Net assets available for benefits, $ 20,742,035 $ 443,795 $ 570,708 $ 1,001,678 end of year =========== ======== ======== ========== See accompanying Notes to Financial Statements. PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Employer $ - $ - $ - $ - $ 1,248,255 Participant 46,658 47,561 - - 2,386,008 --------- -------- ---------- ---------- ---------- 46,658 47,561 - - 3,634,263 --------- -------- ---------- ---------- ---------- Investment income: Interest 151,705 151,705 Net realized and unrealized appreciation in fair value 14,904 7,628 - 155,874 4,458,946 of investments --------- -------- ---------- ---------- ---------- Total additions 61,562 55,189 151,705 155,874 8,244,914 --------- -------- ---------- ---------- ---------- Deductions from net assets attributed to: Distributions to participants 6,547 6,028 1,876 36,039 2,025,770 --------- -------- ---------- ---------- ----------- Net transfers in (out) (34,153) (21,518) 804,096 (90,312) 229,240 --------- -------- ---------- ---------- ----------- Net increase 20,862 27,643 953,925 29,523 6,448,384 Net assets available for benefits, 129,293 53,735 1,273,314 274,200 19,072,327 beginning of year --------- -------- ---------- ---------- ----------- Net assets available for benefits, $ 150,155 $ 81,378 $2,227,239 $ 303,723 $25,520,711 end of year ========= ======== ========== ========== =========== See accompanying Notes to Financial Statements. 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 with Fund Information Year Ended March 31, 1996 Page 5 - ------------------------------------------------------------------------------------ PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Company income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Employer $ 1,337,667 $ - $ - $ - Participant 1,938,258 134,839 154,329 225,292 ------------ --------- --------- --------- 3,320,925 134,839 154,329 225,292 ------------ --------- --------- --------- Investment income: Interest 2,709 Dividends 177,350 Net realized and unrealized appreciation in fair value 9,591,064 14,485 46,104 193,732 of investments ------------ --------- --------- --------- 9,771,123 14,485 46,104 193,732 Transfer in at Fund inception - - - - ------------ --------- --------- --------- Total additions 13,092,048 149,324 200,433 419,024 ------------ --------- --------- --------- Deductions from net assets attributed to: Distributions to participants 1,995,093 44,962 94,825 64,604 ------------ --------- --------- --------- Transfer of assets (to) from Deferred Income Stock Purchase & Savings Plan (7,662,466) (944) (809) (944) Transfer of assets (to) from Deferred Income Stock Purchase & Savings Plan (For Employees covered by a Collective Bargaining Agreement) (349,729) Transfer of assets (to) Deferred Income Stock Purchase & Savings Plan (For Certain Employees of the Earthgrains Company) Interfund transfers (147,035) (115,664) (103,981) (123,849) ------------ --------- --------- --------- Net transfer in (out) (8,159,230) (116,608) (104,790) (124,793) ------------ --------- --------- --------- Net increase (decrease) 2,937,725 (12,246) 818 229,627 Net assets available for benefits, beginning of year 12,665,667 406,899 568,177 545,118 ------------ --------- --------- --------- Net assets available for benefits, end of year $ 15,603,392 $ 394,653 $ 568,995 $ 774,745 ============ ========= ========= ========= See accompanying Notes to Financial Statements. PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Employer $ - $ - $ - $ - $ 1,337,667 Participant 61,109 43,274 - - 2,602,101 ----------- --------- ---------- --------- ----------- 61,109 43,274 - - 3,939,768 ----------- --------- ---------- --------- ----------- Investment income: Interest 60,902 63,611 Dividends 177,350 Net realized and unrealized appreciation in fair value 39,076 7,855 - 130,057 10,022,373 of investments ----------- --------- ---------- --------- ----------- 39,076 7,855 60,902 130,057 10,263,334 Transfer in at Fund inception - - - 113,328 113,328 ----------- --------- ---------- --------- ----------- Total additions 100,185 51,129 60,902 243,385 14,316,430 ----------- --------- ---------- --------- ----------- Deductions from net assets attributed to: Distributions to participants 10,464 1,957 67,017 - 2,278,922 ----------- --------- ---------- --------- ----------- Transfer of assets (to) from Deferred Income Stock Purchase & Savings Plan (269) (269) 4,460 30,815 (7,630,426) Transfer of assets (to) from Deferred Income Stock Purchase & Savings Plan (For Employees covered by a Collective Bargaining Agreement) (349,729) Transfer of assets (to) Deferred Income Stock Purchase & Savings Plan (For Certain Employees of the Earthgrains Company) Interfund transfers (43,828) (24,717) 559,074 - - ----------- --------- ---------- --------- ----------- Net transfer in (out) (44,097) (24,986) 563,534 30,815 (7,980,155) ----------- --------- ---------- --------- ----------- Net increase (decrease) 45,624 24,186 557,419 274,200 4,057,353 Net assets available for benefits, beginning of year 83,669 29,549 715,895 - 15,014,974 ----------- --------- ---------- --------- ----------- Net assets available for benefits, end of year $ 129,293 $ 53,735 $1,273,314 $ 274,200 $19,072,327 =========== ========= ========== ========= =========== See accompanying Notes to Financial Statements. 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 Page 6 - -------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN GENERAL The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) (the Plan) was established as a result of an amendment to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan for salaried employees which was effective April 1, 1992. This summary is intended to provide only a general description of the Plan's provisions. Participants should refer to the Plan document for more complete information. PLAN ADMINISTRATION The Plan's named fiduciaries are Anheuser-Busch Companies, Inc. (the Company), as Sponsor and Plan Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the Company has the right to amend the Plan, designate the Plan's named fiduciaries and exercise all fiduciary functions necessary for the operation of the Plan except those which are assigned to another named fiduciary by the Plan or the related trust agreement. The Company has appointed an Administrative Committee to exercise the authority and responsibility for the general administration of the Plan. The Trustee has the exclusive authority and discretion to invest, manage and hold the assets of the trust in accordance with the provisions of the Plan and the separate trust agreement. Effective April 1, 1994, the Plan was amended to incorporate various changes to the Plan, including changes in participants' contribution limits, changes in Company matching contributions, the addition of the Managed Balanced Fund and Indexed Balanced Fund investment options and the decrease in the vesting period from three years to two years. PLAN PARTICIPATION The Plan covers eligible hourly employees of certain subsidiaries of the Company which include: 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 his base compensation through payroll deductions for Before-Tax Matched Contributions and After-Tax Matched Contributions. The sum of these matched contributions may not be less than 2% nor more than 6% of the participant's base compensation. In addition, a participant may 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 Page 7 - -------------------------------------------------------------------------- contribute from 1% to 10% of his base compensation through payroll deductions for Before-Tax Unmatched Contributions and After-Tax Unmatched Contributions; however, the unmatched contribution rates may not exceed 10% of the participant's base compensation and are subject to other limitations as set forth in the Plan agreement. In addition, the sum of Before-Tax contribution rates must not exceed 16% of a participant's base compensation, subject to certain limitations of the Internal Revenue Code. The participant's employer then contributes a matching amount determined annually based on the relationship of the Company's net income to its payroll for the year most recently ended. However, in no event may the participating employer's matching contribution be less than 33-1/3% nor more than 75% of the aggregate participant contributions. 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, 1997 and 1996, no Supplemental Contributions were required. Employee contributions vest and become non-forfeitable immediately. Company contributions for participants actively employed by the Company on or prior to March 31, 1989 vested immediately. For participants subsequently employed, Company contributions vest and become non-forfeitable after three years of service. Company contributions also vest upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding twelve months, upon termination of employment for any reason, including retirement, after reaching age 60, or in the event of a "change in control" of the Company as defined by the Plan. Forfeitures of nonvested balances reduce future employer contributions. INVESTMENTS The Trustee maintains an Anheuser-Busch Companies, Inc. common stock fund, an Earthgrains Company, Inc. common stock fund, a Short-Term Fixed Income Fund, a Medium-Term Fixed Income Fund, an Equity Index Fund, a Managed Balanced Fund, and an Indexed Balanced Fund for the investment of participant and employer contributions. All employer contributions are invested in the Company Stock Fund. At least one-half of each participant's Before-Tax Matched Contributions and at least one-half of each participant's After-Tax Matched Contributions shall be invested in the Company Stock Fund for certain periods of time. The participant may direct the remaining one-half of each type of matched contribution and all of the unmatched contributions in increments of 1% into any fund established under the Plan. Earnings are reinvested in the fund to which they relate. 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 Page 8 - -------------------------------------------------------------------------- The Master Trusts had been established for each of the investment funds other than the Company Stock Fund for the investment of the Plan's assets and the assets of the stock purchase and savings plans sponsored by the Company. On September 1, 1995, the Master Trusts for each investment fund were combined, along with the Company Stock Fund, into a single Master Trust. DISTRIBUTIONS The Plan permits in-service withdrawals and an optional annual class year distribution as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion of his account and the part of the Company contribution portion of his account which is vested. Termination and annual class year distributions for whole numbers of shares are payable in Company shares, while the value of fractional shares and all interests in the other funds are payable in cash. Alternatively, the participant may elect to have non-share investments transferred to the Company Stock Fund and distributed thereafter in shares with fractional shares distributed in cash. In-service distributions other than annual class year distributions are payable at the election of the participant in Company shares or in cash. PARTICIPANT LOANS A participant may borrow from Before-Tax and/or After-Tax Vested account balances. The minimum loan amount is $1,000; the maximum amount is the lesser of $50,000 less the highest outstanding loan balance under the Plan during the one-year period ending on the day before the loan is made, or 50% of the vested account balance. The interest rate is set quarterly at prime plus one percentage point at the end of the preceding quarter. The term of a loan for the purchase of a principal residence may be up to 10 years; the term of a loan for any other reason may not exceed 5 years. PLAN EXPENSES Under the Master Trust agreement with the Trustee, the Company may pay all expenses incurred in the administration of the Master Trust, including trustee fees, but is not obligated to do so. Trustee expenses not paid by the Company are paid by the Master Trust and proportionately allocated to the participating plans. All other expenses incurred in the administration of the Plan are paid by the participating employers. AMENDMENT OR TERMINATION OF THE PLAN The Company anticipates that the Plan will continue without interruption but reserves the right to terminate its participation in the Plan subject to the provisions of ERISA. Such termination would result in the immediate and full vesting of each participant's account balance. The Trustee would then retain the assets until otherwise distributable under the Plan. 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 Page 9 - -------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to the 1996 financial statements to conform to current year presentation. 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, 1997. Investments in interest bearing cash, insurance contracts, and interests in common/collective trusts are stated at fair value as determined by the trustee. Participant loans are valued at cost which approximates fair value. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment purchases and sales, and related realized gains or losses, are recorded on the trade date. Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date. Net realized and unrealized appreciation in fair value of investments is comprised of the change in market value compared to the cost of investments retained in the Plan, and realized gains and losses on security transactions which represent the difference between proceeds and cost. ALLOCATION OF ASSETS The Plan participates in the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust (Master Trust) established for the investments of this plan and the other stock purchase and savings plans sponsored by the Company. Units of participation in the Master Trust are allocated to participating plans based on the relationship of individual plan contributions to the market value of the Master Trust. Earned income, realized and unrealized gains and losses, and administrative expenses are retained in the Master Trust and are allocated to participating plans by the Trustee, based on units of participation on the transaction date. 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 Page 10 - -------------------------------------------------------------------------- 3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST Effective September 1, 1995 the Company and the Trustee entered into a new master trust agreement. On September 1, 1995, in accordance with the agreement, the Plan transferred it's investments in: the Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch Companies, Inc. Short Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Medium Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master Trust, the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master Trust, and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master Trust for units of participation in the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The Earthgrains Company, Inc.'s Common Stock Fund was also added to the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. The assets of the Master Trust are held by Mellon Bank, N.A. (Trustee). At March 31, 1997 and 1996, the Plan's interest in the net assets of the Master Trust was approximately 1% and 1%, respectively. The following table presents the fair value of investments for the Master Trust: March 31, 1997 1996 Investments at fair value: Anheuser-Busch common stock $ 1,764,489,350 $ 1,454,421,887 Short-term fixed income 12,234,324 12,844,323 Medium-term fixed income 44,142,666 48,259,434 Equity index 86,880,218 65,055,866 Managed balanced 10,806,861 9,431,452 Index balanced 7,756,536 6,020,060 Participant loans 76,179,822 63,971,162 Earthgrains Company common stock 24,070,669 25,851,364 ---------------- ------------------ $ 2,026,560,446 $ 1,685,855,548 =============== ================= 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 Page 11 - -------------------------------------------------------------------------- Investment income for the Master Trust is as follows: Year ended March 31, 1997 1996 Net appreciation in fair value of investments: Anheuser-Busch common stock $ 353,822,133 $ 179,537,693 Short-term fixed income 712,403 (146,135) Medium-term fixed income 1,969,137 1,574,195 Equity index 12,218,135 14,939,087 Managed balanced 956,745 2,236,095 Index balanced 758,054 844,001 Participant loans (2,005,752) Earthgrains Company common stock 11,179,051 8,648,339 -------------- -------------- 381,615,658 205,627,523 Interest 6,245,287 8,752,807 Dividends 32,464,215 34,040,767 -------------- -------------- $ 420,325,160 $ 248,421,097 ============== ============== Financial statements for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 1997 and 1996 are included as Appendix A. 4. FEDERAL INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated January 30, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. Therefore, the underlying trust of such a Plan is exempt from federal income taxes under Section 501 of the Code. The Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Service. Therefore, no provision for income taxes has been included in the Plan's financial statements. 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 Page 12 - -------------------------------------------------------------------------- 5. BENEFIT OBLIGATIONS Benefit obligations for persons who have withdrawn from participation in the Plan are as follows: March 31 1997 1996 Earthgrains Company common stock fund $ 180 $ - Anheuser-Busch Companies common stock fund 24,536 127,317 Short-term fixed income fund 51 Medium-term fixed income fund 51 Equity index fund 217 Managed balanced fund 51 Index balanced fund 52 - -------- ---------- $ 25,138 $ 127,317 ========= =========== In accordance with generally accepted accounting principles, these amounts are not reported as distributions payable in the accompanying financial statements. However, Department of Labor regulations require that these amounts be reported as liabilities on Form 5500. Accordingly, net assets available for benefits reported on Form 5500 are lower than that reflected in the financial statements by the above amounts. 6. TRANSACTIONS WITH PARTIES-IN-INTEREST At March 31, 1997, the Plan held shares of Anheuser-Busch Companies, Inc. common stock. These shares had a total cost of $9,974,765 and total market value of $20,722,808 at March 31, 1997. During the year ended March 31, 1997, transactions with the Company included aggregate purchases and sales totaling $1,507,768 and $25,583, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 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 Page 13 - -------------------------------------------------------------------------- 7. UNIT ACCOUNTING As of October 17, 1995, the Company began allocating units to participant accounts. On March 31, 1997, the total number of units allocated to each of the funds in the Plan and the applicable net asset value (NAV) of each unit was as follows: Units Held NAV per Unit Earthgrains Company Common 36,823 8.25 Anheuser-Busch Common Stock Fund 1,487,216 13.93 Short Term Fixed Income Fund 27,216 16.29 Medium Term Fixed Income Fund 26,682 21.37 Equity Index Fund 6,040 165.67 Managed Balanced Fund 10,335 14.50 Indexed Balanced Fund 2,256 35.97 Participant Loans 2,211,968 1.00 ANHEUSER-BUSCH DEFERRED INCOME STOCK SCHEDULE I PURCHASE AND SAVINGS PLAN (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) Item 27d Form 5500 - Schedule of Reportable Transactions* Year Ended March 31, 1997 - -------------------------------------------------------------------------- Number Number Total Total Net Identity of Description of of cost of proceeds gain party involved of asset purchases sales purchases from sales (loss) Anheuser-Busch Promissory Notes of 55 - $ 566,532 $ - $ - Companies, Inc. various participants of Plan (participant loans) Anheuser-Busch Common Stock 27 1 1,507,768 25,583 13,824 Companies, Inc. * Transactions or series of transactions in excess of 5 percent of the current value of the Plan's assets as of March 31, 1996 as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 1 of 4 Statement of Net Assets Available for Benefits with Fund Information March 31, 1997 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -------------------------------------------------------------------------------- PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Cash $ - $ - $ 869 $ - Receivables: Income - 3,334,261 607,418 - --------------- ------------ ------------ ------------ - 3,334,261 608,287 - --------------- ------------ ------------ ------------ Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock 1,763,200,723 Interest bearing cash 1,288,627 350,368 U.S. government securities 1,901,519 31,422,938 Corporate debt instruments 10,332,805 11,217,609 Insurance contracts Interest in common/collective 1,151,751 trusts Loans to participant Earthgrains Company Inc. common stock Other investments - - - 86,880,218 --------------- ----------- ------------ ------------ 1,764,489,350 12,234,324 44,142,666 86,880,218 --------------- ------------ ------------ ------------ Total assets 1,764,489,350 15,568,585 44,750,953 86,880,218 --------------- ------------ ------------ ------------ Liabilities Notes payable 282,100,000 - - - --------------- ------------ ------------ ------------ Total liabilities 282,100,000 - - - --------------- ------------ ------------ ------------ Net assets available $ 1,482,389,350 $ 15,568,585 $ 44,750,953 $ 86,880,218 for benefits =============== ============ ============ ============ PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains balanced balanced loan Company stock fund fund fund fund Total Assets Cash $ - $ - $ - $ - $ 869 Receivables: Income - - - - 3,941,679 ----------- -------- -------- ---------- -------------- - - - - 3,942,548 ----------- -------- -------- ----------- -------------- Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock 1,763,200,723 Interest bearing cash 1,638,995 U.S. government securities 33,324,457 Corporate debt instruments 21,550,414 Insurance contracts 10,806,861 3,809,698 14,616,559 Interest in common/collective trusts 3,946,838 5,098,589 Loans to participant 76,179,822 76,179,822 Earthgrains Company Inc. common stock 24,070,669 24,070,669 Other investments - - - - 86,880,218 ------------ ---------- ---------- ----------- ------------- 10,806,861 7,756,536 76,179,822 24,070,669 2,026,560,446 ------------- ---------- ---------- ----------- ------------- Total assets 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994 ------------- ---------- ---------- ----------- ------------- Liabilities Notes payable - - - - 282,100,000 ------------ ---------- ----------- ----------- ------------- Total liabilities - - - - 282,100,000 ------------ ---------- ----------- ----------- ------------- Net assets available $ 10,806,861 $ 7,756,536 $ 76,179,822 $ 24,070,669 $ 1,748,402,994 for benefits ============ =========== =========== =========== ============== ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 2 of 4 Statement of Net Assets Available for Benefits March 31, 1996 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -------------------------------------------------------------------------------- PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Assets Cash $ 9,443 $ - $ 493 $ - Receivables: Income 25,136 717,116 660,124 - ------------ --------- ---------- ----------- 34,579 717,116 660,617 - ------------ --------- ---------- ----------- Investments, at fair market value Earthgrains Company Inc. common stock Anheuser-Busch Companies, 1,429,086,002 Inc. common stock Interest bearing cash 25,335,885 780,070 U.S. Government securities 4,975,174 30,828,807 Corporate debt instruments 7,380,989 11,816,309 Insurance contracts Interest in common/collective 3,363,318 trusts Loans to participants Other investments - 488,160 1,470,930 65,055,866 ------------- ---------- ---------- ---------- Total investments 1,454,421,887 12,844,323 48,259,434 65,055,866 ------------- ---------- ---------- ---------- Total assets 1,454,456,466 13,561,439 48,920,051 65,055,866 ------------- ---------- ---------- ---------- Liabilities Notes payable 315,400,000 Other payable 573 - - - ------------ ---------- ---------- ----------- Total liabilities 315,400,573 - - - ------------ ---------- ---------- ----------- Net assets available $ 1,139,055,893 $13,561,439 $ 48,920,051 $ 65,055,866 for benefits =============== ========== =========== ============ PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains Balanced balanced loan Company stock fund fund fund fund Total Assets Cash $ - $ - $ - $ - $ 9,936 Receivables: Income - - - - 1,402,376 ------------- ----------- ------------ ------------ --------------- - - - - 1,412,312 ------------- ----------- ------------ ------------ --------------- Investments, at fair value Earthgrains Company Inc. common stock 25,851,364 25,851,364 Anheuser-Busch Companies, Inc. common stock 1,429,086,002 Interest bearing cash 26,115,955 U.S. Government securities 35,803,981 Corporate debt instruments 19,197,298 Insurance contracts 9,431,452 Interest in common/collective 9,431,452 trusts 3,023,771 (5,096,285) 1,290,804 Loans to participants 69,067,447 69,067,447 Other investments - 2,996,289 - - 70,011,245 ------------ ---------- ------------ ------------ --------------- Total investments 9,431,452 6,020,060 63,971,162 25,851,364 1,685,855,548 ------------- ----------- ------------ ------------ --------------- Total assets 9,431,452 6,020,060 63,971,162 25,851,364 1,687,267,860 ------------- ----------- ------------ ------------ --------------- Liabilities Notes payable 315,400,000 Other payable - - - - 573 ------------- ----------- ------------ ------------ --------------- Total liabilities - - - - 315,400,573 ------------- ----------- ------------ ------------ --------------- Net assets available $ 9,431,452 $ 6,020,060 $ 63,971,162 $ 25,851,364 $ 1,371,867,287 for benefits ============= =========== ============ ============ =============== ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 3 of 4 Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended March 31, 1997 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - -------------------------------------------------------------------------------- PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund fund fund Additions to net assets attributed to: Contributions: Employer $ 16,302,090 $ - $ - $ - Participant 55,969,069 964,233 4,624,414 7,565,400 -------------- ----------- ------------ ----------- 72,271,159 964,233 4,624,414 7,565,400 -------------- ----------- ------------ ----------- Investment income: Interest 752,385 264 Dividends 32,464,215 Net realized and unrealized change in fair market 353,822,133 712,403 1,969,137 12,218,135 value -------------- ----------- ------------ ----------- Total additions 459,309,892 1,676,900 6,593,551 19,783,535 Distributions to participants 89,417,709 2,217,757 2,752,761 3,232,210 Interest expense 40,338,376 Administrative expenses 14,892 Net transfer in (out) 13,794,542 2,548,003 (8,009,888) 5,273,027 -------------- ----------- ------------ ----------- Net increase (decrease) 343,333,457 2,007,146 (4,169,098) 21,824,352 Net assets at beginning of 1,139,055,893 13,561,439 48,920,051 65,055,866 period -------------- ----------- ------------ ----------- Net assets at end of period $1,482,389,350 $15,568,585 $ 44,750,953 $86,880,218 ============== =========== ============ =========== PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains Balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Employer $ - $ - $ - $ - $ 16,302,090 Participant 1,219,079 822,586 - - 71,164,781 ------------ ----------- ------------ ----------- -------------- 1,219,079 822,586 - - 87,466,871 ------------ ----------- ------------ ----------- -------------- Investment income: Interest 5,492,638 6,245,287 Dividends 32,464,215 Net realized and unrealized change in fair market value 956,745 758,054 - 11,179,051 381,615,658 ------------ ----------- ------------ ----------- -------------- Total additions 2,175,824 1,580,640 5,492,638 11,179,051 507,792,031 Distributions to participants 830,141 209,474 374,073 1,745,926 100,780,051 Interest expense 40,338,376 Administrative expenses 14,892 Net transfer in (out) 29,726 365,310 7,090,095 (11,213,820) 9,876,995 ------------ ----------- ------------ ----------- -------------- Net increase (decrease) 1,375,409 1,736,476 12,208,660 (1,780,695) 376,535,707 Net assets at beginning of 9,431,452 6,020,060 63,971,162 25,851,364 1,371,867,287 period ------------ ----------- ------------ ----------- -------------- Net assets at end of period $ 10,806,861 $ 7,756,536 $ 76,179,822 $24,070,669 $1,748,402,994 ============ =========== ============ =========== ============== ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 4 of 4 Statement of Changes in Net Assets Available for Benefits For the Year Ended March 31, 1996 Anheuser-Busch Companies, Inc. Defined Contribution Master Trust - ------------------------------------------------------------------------------ PART 1 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Short-term Medium-term Anheuser-Busch fixed fixed Equity Companies, Inc. income income index stock fund fund* fund* fund* Additions to net assets attributed to: Contributions: Employer $ 34,515,122 $ - $ - $ - Participant 50,628,382 1,277,033 4,433,495 6,268,943 -------------- ----------- ----------- ----------- 85,143,504 1,277,033 4,433,495 6,268,943 -------------- ----------- ----------- ----------- Investment income: Interest 599,391 587,446 2,168,611 955,322 Dividends 34,040,767 Net realized/unrealized change in fair market 179,537,693 (146,135) 1,574,195 14,939,087 value -------------- ----------- ----------- ----------- 214,177,851 441,311 3,742,806 15,894,409 Transfer in at Master Trust 951,718,867 - - - inception -------------- ----------- ----------- ----------- Total additions 1,251,040,222 1,718,344 8,176,301 22,163,352 Distributions to participants 69,476,790 1,277,113 3,070,393 1,978,680 Interest expense 14,317,876 Administrative expense 11,843 Net transfer in (out) (28,177,820) 1,719,021 (1,613,902) 6,813,354 -------------- ----------- ----------- ----------- Net increase 1,139,055,893 2,160,252 3,492,006 26,998,026 Net assets at beginning of - 11,401,187 45,428,045 38,057,840 period -------------- ----------- ----------- ----------- Net assets at end of period $1,139,055,893 $13,561,439 $48,920,051 $65,055,866 ============== =========== =========== =========== * Includes income earned by the respective Master Trust during the period April 1, 1995 through September 1, 1995. PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Index Participant Earthgrains Balanced balanced loan Company stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Employer $ - $ - $ - $ - $ 34,515,122 Participant 1,517,526 1,198,761 - - 65,324,140 ------------ ----------- ------------ ----------- -------------- 1,517,526 1,198,761 - - 99,839,262 ------------ ----------- ------------ ----------- -------------- Investment income: Interest 1,380 45,571 4,395,086 8,752,807 Dividends 34,040,767 Net realized and unrealized change in fair market 2,236,095 844,001 (2,005,752) 8,648,339 205,627,523 value ------------ ----------- ------------ ----------- -------------- 2,237,475 889,572 2,389,334 8,648,339 248,421,097 Transfer in at Master Trust inception - - 51,693,730 10,318,530 1,013,731,127 ------------ ----------- ------------ ----------- -------------- Total additions 3,755,001 2,088,333 54,083,064 18,966,869 1,361,991,486 Distributions to participants 307,994 150,894 1,123,663 77,385,527 Interest expenses 14,317,876 Administrative expenses 11,843 Net transfer in (out) 1,463,796 1,899,295 11,011,761 6,884,495 - ------------ ----------- ------------ ----------- -------------- Net increase 4,910,803 3,836,734 63,971,162 25,851,364 1,270,276,240 Net assets at beginning of period 4,520,649 2,183,326 - - 101,591,047 ------------ ----------- ------------ ----------- -------------- Net assets Net assets at end of period $ 9,431,452 $ 6,020,060 $ 63,971,162 $25,851,364 $1,371,867,287 ============ =========== ============ =========== ==============