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, 1998 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 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, 1998 and March 31, 1997. Statement of Changes in Net Assets Available for Benefits with Fund Information for year ended March 31, 1998 and March 31, 1997. Notes to financial statements Anheuser-Busch Defined Contribution Master Trust - Statement of Net Assets Available for Benefits with Fund Information at March 31, 1998 and March 31, 1997 (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, 1998 and March 31, 1997 (Appendix A) (b) Exhibits: None * Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2 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 25, 1998 3 [LOGO] PricewaterhouseCoopers LLP 800 Market Street St. Louis, MO 63101 Telephone (314) 206 8500 Report of Independent Accountants To the Participants and Administrator of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) July 31, 1998 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 Employees Covered by a Collective Bargaining Agreement) at March 31, 1998 and 1997, 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. PricewaterhouseCoopers LLP 4 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Statement of Net Assets Available for Benefits with Fund Information March 31, 1998 Page 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 Contributions receivable Participants $ 523,590 $ 6,359 $ 15,865 $ 79,212 Employer 280,493 - - - ------------ ---------- ----------- ----------- 804,083 6,359 15,865 79,212 ------------ ---------- ----------- ----------- Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 871,036,203 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 8,074,980 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 13,692,827 Anheuser-Busch Companies, Inc. Capital Equity Index Fund* 81,860,051 Anheuser-Busch Companies, Inc. Managed Balanced Fund Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Common Stock Fund - - - - ------------ ---------- ----------- ----------- Total investments 871,036,203 8,074,980 13,692,827 81,860,051 ------------ ---------- ----------- ----------- Total assets 871,840,286 8,081,339 13,708,692 81,939,263 ------------ ---------- ----------- ----------- Liabilities Total liabilities (123,600,000) - - - ------------ ---------- ----------- ----------- Net assets available for benefits $748,240,286 $8,081,339 $13,708,692 $81,939,263 ============ ========== =========== =========== * Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements. PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan common stock fund fund fund fund Total Assets Contributions receivable Participants $ 7,149 $ 6,540 $ - $ - $ 638,715 Employer - - - - 280,493 ----------- ---------- ----------- ----------- -------------- 7,149 6,540 - - 919,208 ----------- ---------- ----------- ----------- -------------- Investments at fair value: Anheuser-Busch Companies, Inc. Common Stock* 871,036,203 Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 8,074,980 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 13,692,827 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 81,860,051 Anheuser-Busch Companies, Inc. Managed Balanced Fund 5,900,367 5,900,367 Anheuser-Busch Companies, Inc. Index Balanced Fund 5,795,200 5,795,200 Participant loans 43,459,077 43,459,077 Earthgrains Common Stock Fund - - - 17,051,707 17,051,707 ----------- ---------- ----------- ----------- -------------- Total investments 5,900,367 5,795,200 43,459,077 17,051,707 1,046,870,412 ----------- ---------- ----------- ----------- -------------- Total assets 5,907,516 5,801,740 43,459,077 17,051,707 1,047,789,620 ----------- ---------- ----------- ----------- -------------- Liabilities Total liabilities - - - - (123,600,000) ----------- ---------- ----------- ----------- -------------- Net assets available for benefits $5,907,516 $5,801,740 $43,459,077 $17,051,707 $ 924,189,620 =========== ========== =========== =========== ============== * Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Statement of Net Assets Available for Benefits with Fund Information March 31, 1997 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 Contributions receivable Participants $ 555,533 $ 6,226 $ 16,534 $ 45,113 Employer 231,013 - - - ------------ --------- ---------- ----------- 786,546 6,226 16,534 45,113 ------------ --------- ---------- ----------- Investments, at fair value: Anheuser-Busch Companies, 876,875,495 Inc. Common Stock* Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 4,637,987 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 11,323,582 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 18,314,857 Anheuser-Busch Companies, Inc. Managed Balanced Fund Anheuser-Busch Companies, Inc. Index Balanced Fund Participant loans Earthgrains Common Stock Fund - - - - ------------ ---------- ---------- ----------- Total investments 876,875,495 4,637,987 11,323,582 18,314,857 ------------ ---------- ---------- ----------- Total assets 877,662,041 4,644,213 11,340,116 18,359,970 ------------ ---------- ----------- ----------- Liabilities Notes payable (141,050,000) - - - ------------- ---------- ----------- ----------- Total liabilities (141,050,000) - - - ------------- ---------- ----------- ----------- Net assets available for benefits $736,612,041 $4,644,213 $11,340,116 $18,359,970 ============= ========== =========== =========== * Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements. PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan Common stock fund fund fund fund Total Assets Contributions receivable Participants $ 4,721 $ 4,588 $ - $ - 632,715 Employer - - - - 231,013 ----------- --------- ----------- ----------- ------------ 4,721 4,588 - - 863,728 ----------- --------- ----------- ----------- ------------ Investments at fair value: Anheuser-Busch Companies, Inc. 876,875,495 Common Stock* Anheuser-Busch Companies, Inc. Short-Term Fixed Income Fund 4,637,987 Anheuser-Busch Companies, Inc. Medium-Term Fixed Income Fund 11,323,582 Anheuser-Busch Companies, Inc. Capital Equity Index Fund 18,314,857 Anheuser-Busch Companies, Inc. Managed Balanced Fund 1,835,358 1,835,358 Anheuser-Busch Companies, Inc. Index Balanced Fund 1,079,903 1,079,903 Participant loans 40,049,026 40,049,026 Earthgrains Common Stock Fund - - - 11,795,094 11,795,094 ----------- --------- ----------- ----------- ------------ Total investments 1,835,358 1,079,903 40,049,026 11,795,094 965,911,302 ----------- --------- ----------- ----------- ------------ Total assets 1,840,079 1,084,491 40,049,026 11,795,094 966,775,030 ----------- --------- ----------- ------------ ------------ Liabilities Notes payable - - - - (141,050,000) ----------- --------- ----------- ----------- ------------ Total liabilities - - - - (141,050,000) ----------- --------- ----------- ----------- ------------ Net assets available for benefits $ 1,840,079 $1,084,491 $40,049,026 $11,795,094 $825,725,030 =========== ========= =========== =========== ============ * Represents more than 5% of net assets available for benefits. The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Statement of Changes in Net Assets Available for Benefits with Fund Information Year Ended March 31, 1998 Page 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: Participants $ 27,214,844 $ 391,599 $ 742,431 $2,627,378 Employer 3,580,328 - - - ------------ ---------- ----------- --------- Total contributions 30,795,172 391,559 742,431 2,627,378 Investment income: Interest 460,009 Dividends 4,912,920 Net realized and unrealized appreciation in fair value of investments 105,394,518 279,569 1,072,262 12,713,421 ------------ ---------- ----------- ---------- Total additions 141,562,619 671,128 1,814,693 15,340,799 ------------ ---------- ----------- ---------- Deductions from net assets attributed to: Distributions 59,035,183 2,321,349 904,590 2,467,658 Interest expense 11,636,625 Administrative expenses 9,655 - - - ------------ ---------- ----------- ---------- Total deductions 70,681,463 2,321,349 904,590 2,467,658 ------------ ---------- ----------- ---------- Net transfers in (out) (59,252,911) 5,087,347 1,458,473 50,706,152 ------------ ---------- ------------ ---------- Net increase 11,628,245 3,437,126 2,368,576 63,579,293 Net assets available for benefits: Beginning of year 736,612,041 4,644,213 11,340,116 18,359,970 ------------ ---------- ----------- ----------- End of year $748,240,286 $8,081,339 $13,708,692 $81,939,263 ============ ========== =========== =========== The accompanying notes are an integral part of these financial statements. PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan common stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 273,875 $ 249,472 $ - $ - $ 31,499,559 Employer - - - - 3,580,328 ----------- ------------ ----------- ----------- ------------ Total contributions 273,875 249,472 - - 35,079,887 Investment income: Interest 3,243,763 3,703,772 Dividends 4,912,920 Net realized and unrealized appreciation in fair value of investments 754,219 583,157 - 8,493,737 129,290,883 ----------- ---------- ----------- ----------- ------------ Total additions 1,028,094 832,629 3,243,763 8,493,737 172,987,462 ----------- ---------- ----------- ----------- ------------ Deductions from net assets attributed to: Distributions 191,236 174,408 1,504,636 1,469,821 68,068,881 Interest expense 11,636,625 Administrative expenses - - - - 9,655 ----------- ---------- ----------- ----------- ------------ Total deductions 191,236 174,408 1,504,636 1,469,821 79,715,161 ----------- ---------- ---------- ----------- ------------ Net transfers in (out) 3,230,579 4,059,028 1,670,924 (1,767,303) 5,192,289 ----------- ----------- ----------- ----------- ------------ Net increase 4,067,437 4,717,249 3,410,051 5,256,613 98,464,590 Net assets available for benefits: Beginning of year 1,840,079 1,084,491 40,049,026 11,795,094 825,725,030 ----------- ---------- ----------- ----------- ------------ End of year $ 5,907,516 $5,801,740 $43,459,077 $17,051,707 $924,189,620 =========== ========== =========== =========== ============ The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Statement of Changes in Net Assets Available for Benefits with Fund Information Year Ended March 31, 1997 Page 5 - --------------------------------------------------------------------------------- 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: Participants $ 26,479,856 $ 329,994 $ 1,002,829 $ 1,961,868 Employer 4,748,510 - - - ------------ ---------- ----------- ----------- Total contributions 31,228,366 329,994 1,002,829 1,961,868 Investment income: Interest 387,142 Dividends 5,184,640 Net realized and unrealized appreciation in fair value of investments 188,338,252 212,512 591,338 2,558,030 ------------ ---------- ----------- ----------- Total additions 225,138,400 542,506 1,522,167 4,519,898 ------------ ---------- ----------- ----------- Deductions from net assets attributed to: Distributions 52,061,049 1,261,063 981,489 793,033 Interest expense 20,169,188 Administrative expenses 8,621 - - - ------------ ---------- ----------- ----------- Total deductions 72,238,858 1,261,063 981,489 793,033 ------------ ---------- ----------- ----------- Net transfers in (out) 12,851,305 1,107,428 (2,470,435) 889,489 ------------ ---------- ----------- ----------- Net increase 165,750,847 388,871 (1,929,757) 4,616,354 Net assets available for benefits: Beginning of year 570,861,194 4,255,342 13,269,873 13,743,616 ----------- ---------- ----------- ----------- End of year $736,612,041 $4,644,213 $11,340,116 $18,359,970 ============ ========== =========== =========== The accompanying notes are an integral part of these financial statements. PART 2 OF 2 DUE TO TABLE EXCEEDING MAXIMUM WIDTH Managed Indexed Participant Earthgrains balanced balanced loan common stock fund fund fund fund Total Additions to net assets attributed to: Contributions: Participants $ 272,345 $ 200,459 $ - $ - $ 30,247,351 Employer - - - - 4,748,510 ----------- --------- ----------- ---------- ------------ Total contributions 272,345 200,459 - - 34,995,861 Investment income: Interest 2,862,700 3,249,842 Dividends 5,184,640 Net realized and unrealized appreciation in fair value of investments 116,710 180,775 - 5,537,989 197,463,606 ----------- --------- ----------- ----------- ------------ Total additions 389,055 381,234 2,862,700 5,537,989 240,893,949 ----------- --------- ----------- ----------- ------------ Deductions from net assets attributed to: Distributions 116,165 63,779 1,209,708 1,014,375 57,500,661 Interest expense 20,169,188 Administrative expenses - - - - 8,621 ----------- --------- ----------- ----------- ------------ Total deductions 116,165 63,779 1,209,708 1,014,375 77,678,470 ----------- --------- ----------- ----------- ------------ Net transfers in (out) 92,441 (228,323) 4,784,568 (5,651,781) 11,374,692 ----------- --------- ----------- ----------- ------------ Net increase 365,331 89,132 6,437,560 (1,128,167) 174,590,171 Net assets available for benefits: Beginning of year 1,474,748 995,359 33,611,466 12,923,261 651,134,859 ----------- --------- ----------- ----------- ------------ End of year $ 1,840,079 $1,084,491 $40,049,026 $11,795,094 $825,725,030 =========== ========= =========== =========== ============ The accompanying notes are an integral part of these financial statements. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 6 -------------------------------------------------------------------------- 1. Description of the plan General The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) (the Plan) was established as a result of an amendment to the Anheuser-Busch Employee Stock Purchase and Savings Plan (the Original Plan). The Original Plan was established by Anheuser-Busch, Inc., effective April 1, 1976 and upon amendment, was divided into two separate plans effective March 1, 1986: the Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) and the Employee Stock Purchase and Savings Plan. The Plan is a continuation of the Original Plan except that certain additional features were added, including provisions for Before-Tax Contributions pursuant to Section 401(k) of the Internal Revenue Code. Additionally, eligibility was limited to employees who are members of collective units and whose collective bargaining agreement specifically provides for participation of such members. The Plan covers eligible employees of Anheuser-Busch Companies, Inc. (the Company) and certain subsidiaries of the Company which include: Anheuser-Busch, Inc.; August A. Busch & Co. of Massachusetts, Inc.; Anheuser-Busch Companies, Inc.; Busch Agricultural Resources, Inc.; Manufacturers Railway Company; Pacific International Rice Mills, Inc.; Metal Container Corporation; and A-B Contract Services, Inc. This summary is intended to provide only a general description of the Plan's provisions. Participants should refer to the Plan document for more complete information. Plan administration The Plan's named fiduciaries are the Company, as Sponsor and Plan Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the Company has the right to amend the Plan, designate the Plan's named fiduciaries and exercise all fiduciary functions necessary for the operation of the Plan except those which are assigned to another named fiduciary by the Plan or the related trust agreement. The Company has appointed an Administrative Committee to exercise the authority and responsibility for the general administration of the Plan. The Trustee has the exclusive authority and discretion to invest, manage and hold the assets of the trust in accordance with the provisions of the Plan and the separate trust agreement. The Plan was amended effective June 1, 1989, to add provisions to make the Plan a stock bonus plan and to permit the leveraged acquisition of Company stock by the Plan. As such, the Plan is subject to the requirements of an employee stock ownership plan (ESOP) under Section 4975(e)(7) of the Internal Revenue Code. The Trustee was specifically empowered to enter into loans, on behalf of the Plan, to acquire Company stock or to repay a prior ESOP loan. Effective April 1, 1994, the Plan was amended to incorporate various changes to the Plan, including changes in participants' contribution limits, changes in Company matching contributions, the addition of the Managed Balanced Fund and Indexed Balanced Fund investment options, and the decrease in the vesting period from three years to two years. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 7 -------------------------------------------------------------------------- Plan participation Each employee of a participating employer (other than employees not covered by a collective bargaining agreement) of the Company is eligible to participate in the Plan after one year of service, during which the employee worked 1,000 hours. Participation by eligible employees is voluntary. Contributions A participant may make matched or unmatched contributions. Both matched and unmatched contributions may be before-tax and after-tax. A participant may contribute from 1% to 6% of 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 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. Effective April 1, 1998, the participating employer's matching contribution may not be less than 33-1/3% nor more than 100% of the aggregate participant contributions. The Company may 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 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, 1998 and 1997, no Supplemental Contributions were required. Employee contributions vest and become non-forfeitable immediately. Company contributions also vest and become non-forfeitable immediately for participants actively employed by the Company on or prior to March 31, 1989. For participants subsequently employed, Company contributions vest and become non-forfeitable after two years of service. Company contributions also vest and become non-forfeitable upon termination of employment by reason of death, permanent disability, entry into military service, layoff exceeding twelve months, upon termination of employment for any reason, including retirement, after reaching age 60, or in the event of a "change in control" of the Company (as defined in the Plan). Forfeitures of nonvested balances reduce future employer contributions. There were $86 of forfeitures during the year ended March 31, 1998. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 8 -------------------------------------------------------------------------- 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 contributions to be invested in increments of 1% into any fund established under the Plan. The participant may direct that the unmatched contributions be deposited into any fund of the Plan in increments of 1%. Earnings are reinvested in the fund to which they relate. The Master Trusts had been established for each of the investment funds other than the Company Stock Fund for the investment of the Plan's assets and the assets of the other stock purchase and savings plans sponsored by the Company. On September 1, 1995, the Master Trusts for each investment fund were combined, along with the Company Stock Fund into a single Master Trust. Distributions The Plan permits in-service withdrawals and an optional annual class year distribution as defined in the Plan document, subject to certain restrictions. Distributions for terminations are comprised of the participant's personal contribution portion of 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 for the life of the loan is set quarterly at prime plus one percentage point based on the prime rate at the end of the preceding quarter. The term of a loan for the purchase of a principal residence may be up to 10 years; the term of a loan for any other reason may not exceed 5 years. Plan Expenses Under the Master Trust agreement with the Trustee, the Company may pay all expenses incurred in the administration of the Master Trust, including trustee fees, but is not obligated to do so. Trustee expenses not paid by the Company are paid by the Master Trust and proportionately ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 9 -------------------------------------------------------------------------- allocated to the participating plans. All other expenses incurred in the administration of the Plan are paid by the participating employers. Plan termination The Company anticipates that the Plan will continue without interruption but reserves the right to terminate its participation in the Plan subject to the provisions of ERISA. Such termination would result in the immediate and full vesting of each participant's account balance. The Trustee would then retain the assets until otherwise distributable under the Plan. 2. Summary of significant accounting policies Basis of accounting The Plan's financial statements are prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to the 1997 financial statements and Appendix A 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, 1998. 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 Purchases and sales of investments, and related realized gains and losses, are recorded on the trade date. Interest income is recorded as earned. Dividend income is recorded on the ex-dividend date. Net realized and unrealized appreciation in fair value of investments is comprised of the change in market value 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 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 10 -------------------------------------------------------------------------- are allocated to participating plans by the Trustee, based on units of participation on the transaction date. 3. Interests in Anheuser-Busch Companies, Inc. Defined Contribution Master Trust Effective September 1, 1995 the Company and the Trustee entered in to a new master trust agreement. On September 1, 1995, in accordance with the agreement, the Plan exchanged it's investments in: the Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch Companies, Inc. Short Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Medium Term Fixed Income Master Trust, the Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master Trust, the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master Trust, and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master Trust for units of participation in the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust. 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, 1998 and 1997, the Plan's interest in the net assets of the Master Trust was approximately 46% and 48%, respectively. The following table presents the fair value of investments for the Master Trust: March 31, 1998 1997 Investments at fair value: Anheuser-Busch common stock $ 1,768,443,386 $ 1,764,489,350 Short-term fixed income 23,983,370 15,568,585 Medium-term fixed income 48,360,569 44,750,953 Equity index 244,609,595 86,880,218 Managed balanced 21,318,878 10,806,861 Index balanced 21,599,221 7,756,536 Participant loans 83,211,937 76,179,822 Earthgrains Company common stock 35,570,828 24,070,669 -------------- ---------------- $ 2,247,097,784 $ 2,030,502,994 =============== ================ ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 11 -------------------------------------------------------------------------- Investment income for the Master Trust is as follows: Year ended March 31, 1998 1997 Net appreciation in fair value of investments: Anheuser-Busch common stock $ 178,962,138 $ 346,196,449 Short-term fixed income 29,847 (91,609) Medium-term fixed income 1,391,974 (996,720) Equity index 50,332,246 10,660,053 Managed balanced 3,829,723 1,019,321 Index balanced 2,946,651 607,152 Earthgrains Company common stock 17,367,264 11,048,054 ------------- ------------ 254,859,843 368,442,700 ------------- ------------ Interest 14,661,835 12,244,741 Dividends 41,880,450 40,113,882 ------------- ------------- $ 311,402,128 $ 420,801,323 ============= ============= Financial statements for the Anheuser-Busch Companies, Inc. Defined Contribution Master Trust as of and for the years ended March 31, 1998 and 1997 are included as Appendix A. 4. Federal income tax status The Internal Revenue Service has determined and informed the Company by letter dated January 30, 1995 that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. Therefore, the underlying trust of such a Plan is exempt from federal income taxes under Section 501 of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan's tax counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. Notes payable In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP notes (Notes) to a group of insurance companies and other financial institutions. In September 1993, the interest rate was reduced to 8.25% per annum retroactive to January 1, 1993. Interest is payable semiannually. Principal is payable in annual instalments until maturity on March 31, 2004. The Notes are guaranteed by Anheuser-Busch Companies, Inc. and Anheuser-Busch, Inc. Proceeds of the Notes were used to purchase 5,665,723 shares of Company stock, the unallocated portion of which is pledged as security for the Notes. The shares are maintained in the ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 12 -------------------------------------------------------------------------- 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 year ended March 31, 1997, 779,917 shares were released to participants. Anheuser-Busch Companies, Inc. issued a 2-for- 1 stock split during September 1996 resulting in an increase of the Company Stock Fund unallocated shares. At March 31, 1998, the Company Stock Fund held 4,308,287 unallocated shares. Principal maturities for each of the years ending March 31, are as follows: 1999 $ 18,350,000 2000 19,150,000 2001 20,000,000 2002 20,950,000 2003 22,000,000 2004 23,150,000 --------------- $ 123,600,000 =============== 6. Benefit obligations Benefit obligations for persons who have withdrawn from participation in the Plan are as follows: March 31 Investments at fair value: 1998 1998 Anheuser-Busch common stock $ 3,328,560 $1,083,315 Short-term fixed income fund 220,661 2,314 Medium-term fixed income fund 238,030 16,328 Equity index fund 236,068 Managed balanced fund 2,691 Index balanced fund 2,268 Earthgrains Company common stock 95,089 25,419 ----------- --------- $ 4,123,367 $1,127,376 ============ ========== 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. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (For Employees Covered by a Collective Bargaining Agreement) Notes to Financial Statements March 31, 1998 Page 13 -------------------------------------------------------------------------- 7. Transactions with parties-in-interest At March 31, 1998, the Plan held shares of Anheuser-Busch Companies, Inc. common stock. These shares had a total cost of $314,608,807 and total market value of $871,036,203 at March 31, 1998. During the year ended March 31, 1998, transactions with the Company included aggregate purchases and sales totaling $7,011,768 and $60,496,808, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. During the year ended March 31, 1998, the Plan purchased and sold investments in the Employee Benefit Temporary Investment Fund of Mellon Bank N.A., the Plan trustee. Transactions with the Fund included aggregate purchases and sales totaling $64,636,514 and $62,946,526, respectively. These transactions are allowable party-in-interest transactions under Section 408(e) and 408(b)(8) of ERISA and the regulations promulgated thereunder. 8. Unit accounting As of October 17, 1995, the Company began allocating units to participant accounts. On March 31, 1998, the total number of units allocated to each of the funds in the Plan and the applicable net asset value (NAV) of each unit was as follows: Units Held NAV per Unit Anheuser-Busch Common Stock 42,782,307 15.70 Short-Term Fixed Income 465,809 17.33 Medium-Term Fixed Income 582,848 23.49 Equity Index 333,771 245.25 Managed Balanced 310,415 19.00 Index Balanced 124,820 46.42 Participant Loans 43,459,077 1.00 Earthgrains Company Common Stock 1,165,770 14.62 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, 1998 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 Investments, at fair value: Anheuser-Busch Companies, Inc. Common Stock* 1,764,699,829 Interest bearing cash 3,720,727 129,620 U.S. government securities 9,361,836 19,483,013 Corporate debt instruments 10,442,678 28,354,090 Insurance contracts Interest in common/collective trusts Loans to participant Earthgrains Company Inc. common stock Other investments* 22,830 4,178,856 393,846 244,609,595 --------------- ----------- ------------ ------------ Total investments 1,768,443,386 23,983,370 48,360,569 244,609,595 --------------- ------------ ------------ ------------ Total assets 1,768,443,386 23,983,370 48,360,569 244,609,595 --------------- ------------ ------------ ------------ Liabilities Notes payable (247,200,000) - - - --------------- ------------ ------------ ------------ Total liabilities (247,200,000) - - - --------------- ------------ ------------ ------------ Net assets available for $ 1,521,243,386 $ 23,983,370 $ 48,360,569 $244,609,595 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 Investments, at fair value Anheuser-Busch Companies, Inc. Common Stock* 1,764,699,829 Interest bearing cash 15 3,850,362 U.S. government securities 28,844,849 Corporate debt instruments 38,796,768 Insurance contracts Interest in common/collective trusts 21,318,878 10,798,861 32,117,739 Loans to participant 83,211,937 83,211,937 Earthgrains Company Inc. common stock 35,407,087 35,407,087 Other investments* - 10,800,360 - 163,726 260,169,213 ------------ ---------- ---------- ----------- ------------- Total investments 21,318,878 21,599,221 83,211,937 35,570,828 2,247,097,784 ------------- ---------- ---------- ----------- ------------- Total assets 21,318,878 21,599,221 83,211,937 35,570,828 2,247,097,784 ------------- ---------- ---------- ----------- ------------- Liabilities Notes payable - - - - (247,200,000) ------------ ---------- ----------- ----------- ------------- Total liabilities - - - - (247,200,000) ------------ ---------- ----------- ----------- ------------- Net assets available for $ 21,318,878 $21,599,221 $ 83,211,937 $ 35,570,828 $ 1,999,897,784 benefits ============ =========== =========== =========== ============== ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 2 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 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* - 3,334,261 608,287 86,880,218 --------------- ----------- ------------ ------------ Total investments 1,764,489,350 15,568,585 44,750,953 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 for $ 1,482,389,350 $ 15,568,585 $ 44,750,953 $ 86,880,218 benefits =============== ============ ============ ============ * Represents more than 5% of net assets available 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 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* - - - - 90,822,766 ------------ ---------- ---------- ----------- ------------- Total investments 10,806,861 7,756,536 76,179,822 24,070,669 2,030,502,994 ------------- ---------- ---------- ----------- ------------- 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 for $ 10,806,861 $ 7,756,536 $ 76,179,822 $ 24,070,669 $ 1,748,402,994 benefits ============ =========== =========== =========== ============== * Represents more than 5% of net assets available 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, 1998 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: Participants $ 59,963,043 $ 1,211,998 $ 2,770,456 $11,176,034 Employer 15,491,761 - - - -------------- ----------- ------------ ----------- Total contributions 75,454,804 1,211,998 2,770,456 11,176,034 Investment income: Interest 885,882 1,004,353 2,840,890 2,800,378 Dividends 41,728,864 Net realized and unrealized appreciation in fair value of investments 178,962,138 29,847 1,391,974 50,332,246 -------------- ----------- ------------ ----------- Total additions 297,031,688 2,246,198 7,003,320 64,308,658 -------------- ----------- ------------ ----------- Deductions from net assets attributed to: Distributions to participants 107,016,259 4,258,766 2,520,682 8,076,962 Interest expense 23,273,250 Administrative expenses 15,815 - (11,148) - -------------- ----------- ------------ ----------- Total deductions 130,305,324 4,258,766 2,509,534 8,076,962 -------------- ----------- ------------ ----------- Net transfer in (out) (127,872,328) 10,427,353 (884,170)101,497,681 -------------- ----------- ------------ ----------- Net increase (decrease) 38,854,036 8,414,785 3,609,616 157,729,377 Net assets available for benefits: Beginning of year 1,482,389,350 15,568,585 44,750,953 86,880,218 -------------- ----------- ------------ ----------- End of year $1,521,243,386 $23,983,370 $48,360,569 $244,609,595 ============== =========== ============ ============ 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: Participants $ 1,497,754 $ 1,149,033 $ - $ - $ 77,768,318 Employer - - - - 15,491,761 ------------ ----------- ------------ ----------- -------------- Total contributions 1,497,754 1,149,033 - - 93,260,079 ------------ ----------- ------------ ----------- -------------- Investment income: Interest 125,864 7,003,752 716 14,661,835 Dividends 151,586 41,880,450 Net realized and unrealized appreciation in fair value of investments 3,829,723 2,946,651 - 17,367,264 254,859,843 ------------ ----------- ------------ ----------- -------------- Total additions 5,327,477 4,221,548 7,003,752 17,519,566 404,662,207 ------------ ----------- ------------ ----------- -------------- Deductions from net assets attributed to: Distributions to participants 1,164,839 807,207 3,382,436 2,784,896 130,012,047 Interest expense 23,273,250 Administrative expenses - - - (15) 4,652 ------------ ----------- ------------ ----------- -------------- Total deductions 1,164,839 807,207 3,382,436 2,784,881 153,289,949 ------------ ----------- ------------ ----------- -------------- Net transfer in (out) 6,349,379 10,428,344 3,410,799 (3,234,526) 122,532 ------------ ----------- ------------ ----------- -------------- Net increase (decrease) 10,512,017 13,842,685 7,032,115 11,500,159 251,494,790 Net assets available for benefits: Beginning of year 10,806,861 7,756,536 76,179,822 24,070,669 1,748,402,994 ------------ ----------- ------------ ----------- -------------- End of year $ 21,318,878 $21,599,221 $ 83,211,937 $35,570,828 $1,999,897,784 ============ =========== ============ =========== ============== ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A Page 4 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: Participants $ 55,969,069 $ 964,233 $ 4,624,414 $ 7,565,400 Employer 16,302,090 - - - -------------- ----------- ------------ ----------- Total contributions 72,271,159 964,233 4,624,414 7,565,400 Investment income: Interest 807,239 787,221 2,950,138 2,113,688 Dividends 40,035,045 Net realized and unrealized appreciation in fair value of investments 346,196,449 (91,609) (996,720) 10,660,053 -------------- ----------- ------------ ------------ Total additions 459,309,892 1,659,845 6,577,832 20,339,141 -------------- ----------- ------------ ------------ Deductions from net assets attributed to: Distributions to participants 89,417,709 2,217,757 2,752,761 3,232,210 Interest expense 40,338,376 Administrative expenses 14,892 - - - -------------- ----------- ------------ ----------- Total deductions 129,770,977 2,217,757 2,752,761 3,232,210 -------------- ----------- ------------ ----------- Net transfer in (out) 13,794,542 2,565,058 (7,994,169) 4,717,421 -------------- ----------- ------------ ----------- Net increase (decrease) 343,333,457 2,007,146 (4,169,098) 21,824,352 Net assets available for benefits: Beginning of year 1,139,055,893 13,561,439 48,920,051 65,055,866 -------------- ----------- ------------ ----------- End of year $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: Participants $ 1,219,079 $ 822,586 $ - $ - $ 71,164,781 Employer - - - - 16,302,090 ------------ ----------- ------------ ----------- -------------- Total contributions 1,219,079 822,586 - - 87,466,871 Investment income: Interest 93,741 5,492,638 76 12,244,741 Dividends 78,837 40,113,882 Net realized and unrealized appreciation in fair value of investments 1,019,321 607,152 - 11,048,054 368,442,700 ------------ ----------- ------------ ----------- -------------- Total additions 2,238,400 1,523,479 5,492,638 11,126,967 508,268,194 ------------ ----------- ------------ ----------- -------------- Deductions from net assets attributed to: Distributions to participants 830,141 209,474 2,492,965 1,745,926 102,898,943 Interest expense 40,338,376 Administrative expenses - - - - 14,892 ------------ ----------- ------------ ----------- -------------- Total deductions 830,141 209,474 2,492,965 1,745,926 143,252,211 ------------ ----------- ------------ ----------- -------------- Net transfer in (out) (32,850) 422,471 9,208,987 (11,161,736) 11,519,724 ------------ ----------- ------------ ----------- -------------- Net increase (decrease) 1,375,409 1,736,476 12,208,660 (1,780,695) 376,535,707 Net assets available for benefits: Beginning of year 9,431,452 6,020,060 63,971,162 25,851,364 1,371,867,287 ------------ ----------- ------------ ----------- -------------- End of year $ 10,806,861 $ 7,756,536 $ 76,179,822 $24,070,669 $1,748,402,994 ============ =========== ============ =========== ==============