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, 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 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, 1998 and March 31, 1997.
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the years 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 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 CERTAIN
HOURLY EMPLOYEES OF ANHEUSER-BUSCH
COMPANIES, INC. AND ITS SUBSIDIARIES)
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 Certain Hourly
Employees of Anheuser-Busch
Companies, Inc. and its
Subsidiaries)
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 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, 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 Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
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 $ 12,658 $ 389 $ 528 $ 1,993
Er Participants 8,680 - - -
----------- -------- -------- ----------
21,338 389 528 1,993
----------- -------- -------- ----------
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* 25,022,961
Anheuser-Busch Companies, Inc.
Short-Term Fixed Income Fund 515,131
Anheuser-Busch Companies, Inc.
Medium-Term Fixed Income Fund 666,969
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund* 1,907,206
Anheuser-Busch Companies, Inc.
Managed Balanced Fund
Anheuser-Busch Companies, Inc.
Index Balanced Fund
Participant loans*
Earthgrains Company, Inc. Common
Stock Fund - - - -
----------- -------- -------- ----------
Total investments 25,022,961 515,131 666,969 1,907,206
----------- -------- -------- ----------
Total assets 25,044,299 515,520 667,497 1,909,199
----------- -------- -------- ----------
Liabilities
Total liabilities - - - -
----------- -------- -------- ----------
Net assets available for
benefits $25,044,299 $515,520 $667,497 $1,909,199
=========== ======== ======== ==========
* 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 $ 369 $ 302 $ - $ - $ 16,239
Er Participants - - - - 8,680
----------- -------- ---------- ---------- ------------
369 302 - - 24,919
----------- -------- ---------- ---------- ------------
Investments at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* 25,022,961
Anheuser-Busch Companies, Inc.
Short-Term Fixed Income Fund 515,131
Anheuser-Busch Companies, Inc.
Medium-Term Fixed Income Fund 666,969
Anheuser-Busch Companies, Inc.
Capital Equity Index Fund* 1,907,206
Anheuser-Busch Companies, Inc.
Managed Balanced Fund 239,017 239,017
Anheuser-Busch Companies, Inc.
Index Balanced Fund 157,363 157,363
Participant loans* 2,714,867 2,714,867
Earthgrains Company, Inc. Common
Stock Fund - - - 427,552 427,552
----------- -------- ---------- ---------- -----------
Total investments 239,017 157,363 2,714,867 427,552 31,651,066
----------- -------- ---------- ----------- ------------
Total assets 239,386 157,665 2,714,867 427,552 31,675,985
----------- -------- ---------- ---------- ------------
Liabilities
Total liabilities - - - - -
----------- -------- ---------- ---------- ------------
Net assets available for
benefits $ 239,386 $157,665 $2,714,867 $ 427,552 $ 31,675,985
=========== ======== ========== ========== ============
* 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 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 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 $ 12,362 $ 332 $ 387 $ 1,057
Er Participants 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 - - - -
------------ --------- --------- ---------
Total investment 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.
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 326 233 14,697
Er Participants - - - - 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
----------- -------- ---------- --------- -----------
Total investment 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.
The accompanying notes are an integral part of these 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, 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 $ 2,073,605 $ 105,930 $ 109,207 $ 322,904
Employer 1,559,192 - - -
----------- -------- -------- ----------
Total Contributions 3,632,797 105,930 109,207 322,904
Investment income:
Interest
Dividends
Net realized and unrealized
appreciation in fair value
of investments 2,687,802 29,201 58,465 543,603
----------- -------- -------- ----------
Total additions 6,320,599 135,131 167,672 866,507
----------- -------- -------- ----------
Deductions from net assets
attributed to:
Distributions to participants 1,449,827 21,547 18,217 97,459
----------- -------- -------- ----------
Net transfers in (out) (568,508) (41,859) (52,666) 138,473
----------- -------- -------- ----------
Net increase 4,302,264 71,725 96,789 907,521
Net assets available for benefits:
Beginning of year 20,742,035 443,795 570,708 1,001,678
----------- -------- -------- ----------
End of year $ 25,044,299 $ 515,520 $ 667,497 $ 1,909,199
=========== ======== ======== ==========
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 $ 62,758 $ 50,881 $ - $ - $ 2,725,285
Employer - - - - 1,559,192
--------- -------- ---------- ---------- ----------
Total contributions 62,758 50,881 - - 4,284,477
Investment income:
Interest 194,687 194,687
Dividends
Net realized and unrealized
appreciation in fair value
of investments 52,096 28,639 - 215,907 3,615,713
--------- -------- ---------- ---------- ----------
Total additions 114,854 79,520 194,687 215,907 8,094,877
--------- -------- ---------- ---------- ----------
Deductions from net assets
attributed to:
Distributions to participants 14,419 5,448 110,658 24,188 1,741,763
--------- -------- ---------- ---------- -----------
Net transfers in (out) (11,204) 2,215 403,599 (67,890) (197,840)
--------- -------- ---------- ---------- -----------
Net increase 89,231 76,287 487,628 123,829 6,155,274
Net assets available for benefits: 150,155 81,378 2,227,239 303,723 25,520,711
Beginning of year --------- -------- ---------- ---------- -----------
End of year $ 239,386 $157,665 $2,714,867 $ 427,552 $31,675,985
========= ======== ========== ========== ===========
The accompanying notes are an integral part of these 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 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 $ 1,838,287 $ 81,860 $ 119,317 $ 252,325
Employer 1,248,255 - - -
------------ --------- --------- ---------
Total contributions 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 transfer 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:
Beginning of year 15,603,392 394,653 568,995 774,745
------------ --------- --------- ---------
End of year $ 20,742,035 $ 443,795 $ 570,708 $1,001,678
============ ========= ========= =========
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 $ 46,658 $ 47,561 $ - $ - $ 2,386,008
Employer - - - - 1,248,255
----------- --------- ---------- --------- -----------
Total contributions 46,658 47,561 - - 3,634,263
Investment income:
Interest 151,705 157,705
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 80,516 36,039 2,104,410
----------- --------- ---------- --------- -----------
Net transfer in (out) (34,153) (21,518) 882,736 (90,312) 307,880
----------- --------- ---------- --------- -----------
Net increase 20,862 27,643 953,925 29,523 6,448,384
Net assets available for benefits:
Beginning of year 129,293 53,735 1,273,314 274,200 19,072,327
----------- --------- ---------- --------- -----------
End of year $ 150,155 $ 81,378 $2,227,239 $ 303,723 $25,520,711
=========== ========= ========== ========= ===========
The accompanying notes are an integral part of these 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
March 31, 1998
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: Boardwalk and
Baseball, Inc.; Busch Entertainment Corporation; Busch
Properties of Florida, Inc.; Sea World, Inc.; Sea World of
Florida, Inc.; and Sea World of Texas, Inc. Each hourly
employee (other than employees covered by a collective
bargaining agreement) of the above subsidiaries is eligible
to participate in the Plan after completing one year of
service, in which 1,000 hours of service are completed.
Participation by eligible employees is voluntary.
Contributions
A participant may make matched or unmatched contributions.
Both matched and unmatched contributions may be before-tax
or after-tax. A participant may contribute from 1% to 6% of
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
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
March 31, 1998
Page 7
--------------------------------------------------------------------------
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 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 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.
There were $1,484 in forfeitures during the year ended March
31, 1998.
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.
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.
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies and
its Subsidiaries)
Notes to Financial Statements
March 31, 1998
Page 8
--------------------------------------------------------------------------
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.
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
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
March 31, 1998
Page 9
--------------------------------------------------------------------------
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
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.
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).
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
March 31, 1998
Page 10
--------------------------------------------------------------------------
At March 31, 1998 and 1997, the Plan's interest in the net
assets of the Master Trust was approximately 2% and 1%,
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 $ 1,768,420,556 $ 1,764,489,350
Short-term fixed income 19,804,514 12,234,324
Medium-term fixed income 47,966,723 44,142,666
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 35,407,102 24,070,669
---------------- ------------------
$ 2,242,338,526 $ 2,026,560,446
=============== =================
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 $ 353,822,133
Short-term fixed income 1,038,744 712,403
Medium-term fixed income 4,275,842 1,969,137
Equity index 53,132,525 12,218,135
Managed balanced 3,829,723 956,745
Index balanced 3,074,598 758,054
Earthgrains Company common stock 17,519,183 11,179,051
-------------- --------------
261,832,753 381,615,658
-------------- --------------
Interest 7,889,634 6,245,287
Dividends 41,728,864 32,464,215
-------------- --------------
$ 311,451,251 $ 420,325,160
============== ==============
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
March 31, 1998
Page 11
- --------------------------------------------------------------------------
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 a letter dated January 30, 1995, that the Plan is
designed in accordance with applicable sections of the
Internal Revenue Code. Therefore, the underlying trust of
such a Plan is exempt from federal income taxes under
Section 501 of the Internal Revenue Code. The Plan
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 Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
5. Benefit obligations
Benefit obligations for persons who have withdrawn from
participation in the Plan are as follows:
March 31
1998 1997
Anheuser-Busch Companies common stock fund $ 126,318 $ 24,536
Short-term fixed income fund 24,628 51
Medium-term fixed income fund 2,244 51
Equity index fund 1,713 217
Managed balanced fund 51
Index balanced fund 3,138 52
Earthgrains Company common stock fund 2,722 180
-------- ----------
$ 160,763 $ 25,138
========= ===========
6. 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 $12,056,090 and total market value of $25,022,961 at
March 31, 1998. During the year ended March 31, 1998,
transactions with the Company included aggregate purchases
and sales totaling $304,859 and $667,652, 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 $649,360 and $633,642, respectively.
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
Notes to Financial Statements
March 31, 1998
Page 12
--------------------------------------------------------------------------
These transactions are allowable party-in-interest transactions
under Sections 408(e) and 408(b)(8) of ERISA and the
regulations promulgated thereunder.
7. 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 Fund 1,597,782 15.66
Short Term Fixed Income Fund 29,716 17.33
Medium Term Fixed Income Fund 28,390 23.49
Equity Index Fund 7,776 245.25
Managed Balanced Fund 12,575 19.00
Indexed Balanced Fund 3,389 46.42
Participant Loans 2,714,867 1.00
Earthgrains Company Common 29,230 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 ============ =========== =========== =========== ==============
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
============ =========== ============ =========== ==============