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, 2002
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) Report of Independent Accountant
Financial Statements*:
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Additional Information*:
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statement of Net Assets Available for Benefits with Fund
Information and Statement of Changes in Net Assets Available
for Benefits with Fund Information
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statement of Changes in Net Assets Available for Benefits with
Fund Information
(b) Exhibits:
None
<FN>
* Schedules required by 29 CFR 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
2
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: /s/ J. TIMOTHY FARRELL
-----------------------------------
J. Timothy Farrell
Vice President,
Employee Benefits
Dated: September 27, 2002
3
[PRICEWATERHOUSECOOPERS LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
REPORT OF INDEPENDENT ACCOUNTANT
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For
Employees Covered by a Collective
Bargaining Agreement)
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (For Employees Covered by a Collective Bargaining Agreement)
(the "Plan") at March 31, 2002 and 2001, and the changes in net assets
available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States
of America, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
August 23, 2002
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2002 AND 2001
- --------------------------------------------------------------------------------
MARCH 31,
2002 2001
ASSETS
Contributions receivable
Participants $ 617,615 $ 598,040
Employer - 13,251,117
-------------- --------------
617,615 13,849,157
Interest in Master Trust 1,538,007,455 1,445,823,286
-------------- --------------
Total assets 1,538,625,070 1,459,672,443
-------------- --------------
LIABILITIES
Due to broker for securities purchased (1,532,302) (868,020)
Interest payable (2,726,625) (3,551,625)
Notes payable (66,100,000) (86,100,000)
-------------- --------------
Total liabilities (70,358,927) (90,519,645)
-------------- --------------
Net assets available for benefits $1,468,266,143 $1,369,152,798
============== ==============
The accompanying notes are an integral part of these financial statements.
-2-
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2002 AND 2001
- ---------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
MARCH 31,
2002 2001
Additions to net assets attributed to:
Contributions:
Participants $ 32,476,050 $ 31,475,959
Employer - 8,257,120
Rollovers 484,091 196,921
-------------- --------------
Total contributions 32,960,141 39,930,000
Investment income:
Net realized and unrealized appreciation
in fair value of investments 178,005,887 423,716,947
Interest 4,855,034 5,043,559
Dividends 2,607,958 3,245,354
-------------- --------------
Total additions 218,429,020 471,935,860
-------------- --------------
Deductions from net assets attributed to:
Distributions to participants 107,208,036 137,863,683
Interest expense 5,453,250 7,103,250
Administrative expenses 46,554 25,814
-------------- --------------
Total deductions 112,707,840 144,992,747
-------------- --------------
Net increase 105,721,180 326,943,113
Net transfers out (6,607,835) (962,196)
Net assets available for benefits:
Beginning of year 1,369,152,798 1,043,171,881
-------------- --------------
End of year $1,468,266,143 $1,369,152,798
============== ==============
The accompanying notes are an integral part of these financial statements.
-3-
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Employees Covered by a Collective Bargaining Agreement) (the
Plan) was established as a result of an amendment to the
Anheuser-Busch Employee Stock Purchase and Savings Plan (the
Original Plan). The Original Plan was established by
Anheuser-Busch, Inc., effective April 1, 1976. The Original Plan
was divided into two separate plans effective January 1, 1985: the
Deferred Income Stock Purchase and Savings Plan and the Employee
Stock Purchase and Savings Plan. The Plan is a continuation of the
Original Plan except that certain additional features were added,
including provisions for Before-Tax Contributions pursuant to
Section 401(k) of the Internal Revenue Code. Upon amendment
effective March 1, 1986, the Plan was created and limited
eligibility to employees who are members of collective units and
whose collective bargaining agreement specifically provides for
participation of such members. The Plan covers eligible employees
of Anheuser-Busch Companies, Inc. (the Company) and certain
subsidiaries of the Company.
PLAN ADMINISTRATION
The Plan's named fiduciaries are the Company, as Sponsor and Plan
Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor,
the Company has the right to amend the Plan, designate the Plan's
named fiduciaries and exercise all fiduciary functions necessary
for the operation of the Plan except those which are assigned to
another named fiduciary by the Plan or the related trust agreement.
The Trustee has the exclusive authority and discretion to invest,
manage and hold the assets of the trust in accordance with the
provisions of the Plan and the separate trust agreement.
The Plan was amended effective June 1, 1989, to add provisions to
make the Plan a stock bonus plan and to permit the leveraged
acquisition of Company stock by the Plan. As such, the Plan is
subject to the requirements of an employee stock ownership plan
(ESOP) under Section 4975(e)(7) of the Internal Revenue Code. The
Trustee was specifically empowered to enter into loans, on behalf
of the Plan, and guaranteed by the Company, to acquire Company
stock or to repay a prior ESOP loan.
Effective April 1, 1994, the Plan was amended to incorporate
various changes to the Plan, including changes in participants'
contribution limits, changes in Company matching contributions, the
addition of the Managed Balanced Fund and Indexed Balanced Fund
investment options, and decreasing vesting period from three years
to two years.
Effective April 1, 2000, the Plan was amended to incorporate
various changes to the Plan, including the addition of the
Small/Mid Cap Stock Index Fund and International Stock Index Fund,
the renaming of the Equity Index Fund to the Large Cap Stock Index
Fund, and the acceptance of rollover contributions into the Plan.
During 2002, the Plan was amended to incorporate various changes to
the Plan, including, among other things, the election by
participants, who meet certain requirements, to either receive
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ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
dividends on the allocated shares of Company stock in cash or to
direct the dividends to be reinvested in Company stock within the
Plan.
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 and unmatched contributions. Both
matched and unmatched contributions may be before-tax and
after-tax. A participant may contribute from 1% to 6% of their base
compensation through payroll deductions for Before-Tax Matched
Contributions and After-Tax Matched Contributions. The sum of these
matched contributions may not be less than 1% nor more than 6% of
the participant's base compensation. In addition, a participant may
contribute from 1% to 10% of their base compensation through
payroll deductions for Before-Tax Unmatched Contributions and
After-Tax Unmatched Contributions; however, the unmatched
contribution rates may not exceed 10% of the participant's base
compensation and are subject to other limitations as set forth in
the Plan agreement. In addition, the sum of Before-Tax Matched and
Unmatched Contributions must not exceed 16% of a participant's base
compensation, subject to certain limitations of the Internal
Revenue Code. The participant's employer then contributes a
matching amount, determined annually, based on the relationship of
the Company's net income to its payroll for the year most recently
ended. However, in no event may the participating employer's
matching contribution be less than 33-1/3% nor more than 100% of
the aggregate participant contributions. The Company may, however,
contribute an amount in excess of the matching contribution to
enable the Plan to meet its debt service payments.
The Company may also be required to make a Supplemental
Contribution. Supplemental Contributions are made by transferring
shares of Anheuser-Busch Common Stock from the ESOP and allocating
the shares to participants who have account balances as of the end
of the Plan year, or by a cash payment from the Company, and are
required to be made within 180 days of the Plan's year end. For the
year ended March 31, 2002, 177,456 shares with a value of
$9,262,681 were transferred from the ESOP to participant accounts
on March 29, 2002 for the required Supplemental Contribution. The
Company made an additional contribution of 351,755 shares with a
value of $18,361,611 on March 30, 2002 through the transfer of ESOP
shares to participant accounts. For the year ended March 31, 2001,
177,544 shares with a value of $8,154,582 were transferred from the
ESOP to participant accounts on March 30, 2001 as well as 104,813
shares with a value of $4,814,075 on March 30, 2001 for the
required Supplemental Contribution.
Employee contributions vest and become non-forfeitable immediately.
Company contributions for participants actively employed by the
Company on or prior to March 31, 1991 vest immediately. For
participants subsequently employed, Company contributions vest and
become non-forfeitable after two years of service. Company
contributions also vest and become non-forfeitable upon termination
of employment by reason of death, permanent disability, entry into
-5-
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
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 $3,880 and $5,237 of
forfeitures during the years ended March 31, 2002 and 2001,
respectively.
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc. Stock Fund,
a Short-Term Fixed Income Fund, a Medium-Term Fixed Income Fund, a
Large Cap Stock Index Fund, a Managed Balanced Fund, an Index
Balanced Fund, a Small/Mid Cap Stock Index Fund, and an
International Stock Index Fund for the investment of participant
and employer contributions. All employer contributions are invested
in the Company Stock Fund. At least one-half of each participant's
both Before-Tax and After-Tax Matched Contributions shall be
invested in the Company Stock Fund for certain periods of time. The
participant may direct the remaining one-half of each type of
matched contributions to be invested in increments of 1% into any
fund established under the Plan. The participant may direct
unmatched contributions to be deposited into any fund of the Plan
in increments of 1%. Earnings are reinvested in the fund to which
they relate.
The Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust (Master Trust) has been established for each of the
investment funds for the investment of the Plan's assets and the
assets of the other stock purchase and savings plans sponsored by
the Company.
DISTRIBUTIONS
The Plan permits in-service withdrawals as defined in the Plan
document, subject to certain restrictions. Distributions for
terminations are comprised of the participant's personal
contribution portion and the vested Company contribution portion of
their account. Distributions for whole numbers of shares held in
the Company stock fund are payable in Company shares while the
value of fractional shares and all interests in the other funds are
payable in cash. Alternatively, the participant may elect to have
non-share investments transferred to the Company Stock Fund and
distributed thereafter in shares with fractional shares distributed
in cash. In-service distributions are payable at the election of
the participant in Company shares or in cash.
PARTICIPANT LOANS
A participant may borrow from Before-Tax and/or After-Tax vested
account balances. The minimum loan amount is $1,000; the maximum
amount is the lesser of $50,000 less the highest outstanding loan
balance under the Plan during the one year period ending on the day
before the loan is made, or 50% of the vested account balance. The
interest rate for the life of the loan is set quarterly at prime
plus one percentage point based on the prime rate at the end of the
preceding quarter. The term of a loan for the purchase of a
principal residence may be up to 10 years; the term of a loan for
any other reason may not exceed 5 years.
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.
-6-
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
Trustee expenses not paid by the Company are paid by the Master
Trust and proportionately allocated to the participating plans. All
other expenses are paid by the Plan.
PLAN TERMINATION
The Company anticipates that the Plan will continue without
interruption but reserves the right to terminate its participation
in the Plan subject to the provisions of the Employee Retirement
Income Securities Act of 1974 (ERISA). Such termination would
result in the immediate and full vesting of each participant's
account balance. The Trustee would then retain the assets until
otherwise distributable under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis
of accounting.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America, requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial
statements and the reported amounts of additions to and deductions
from net assets during the reporting period. Actual results could
differ from those estimates. Certain prior year amounts have been
reclassified to conform to the 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 each year. Investments in interest
bearing cash, insurance contracts, interests in common/collective
trusts, and interests in registered investment companies are stated
at fair value as determined by the Trustee. Participant loans are
valued at cost which approximates fair value.
Investment securities are exposed to various risks, such as
interest rate, market, and credit risk. Due to the level of risk
associated with certain investment securities and the level of
uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in
risks in the near term could materially affect the amounts reported
in the Statement of Net Assets Available for Benefits.
-7-
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Purchases and sales of investments, and related realized gains and
losses, are recorded on the trade date. Interest income is recorded
as earned. Dividend income is recorded on the ex-dividend date. Net
realized and unrealized appreciation/depreciation in fair value of
investments is comprised of the change in market value from the
beginning to the end of the Plan year for investments retained in
the Plan, and realized gains and losses on security transactions
which represent the difference between proceeds and cost.
ALLOCATION OF ASSETS
The Plan participates in the Master Trust established for the
investments of this plan and the other stock purchase and savings
plans sponsored by the Company. Units of participation in the
Master Trust are allocated to participating plans based on the
relationship of individual plan contributions to the market value
of the Master Trust. Earned income, realized and unrealized gains
and losses, and administrative expenses are retained in the Master
Trust and are allocated to participating plans by the Trustee,
based on units of participation on the transaction date.
DISTRIBUTIONS TO PARTICIPANTS
Distributions are recorded when paid.
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
Effective September 1, 1995 the Company and the Trustee entered
into a new master trust agreement. In accordance with the
agreement, the Plan exchanged its investments in: the
Anheuser-Busch Companies, Inc. Common Stock Fund, the
Anheuser-Busch Companies, Inc. Short Term Fixed Income Master
Trust, the Anheuser-Busch Companies, Inc. Medium Term Fixed Income
Master Trust, the Anheuser-Busch Companies, Inc. Capital Equity
Index Fund Master Trust, the Anheuser-Busch Companies, Inc. Managed
Balanced Fund Master Trust, and the Anheuser-Busch Companies, Inc.
Indexed Balanced Fund Master Trust for units of participation in
the Anheuser-Busch Companies, Inc. Defined Contribution Master
Trust. Effective March 26, 1996 the Earthgrains Company Stock Fund
was added to the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust. The Earthgrains Company Stock Fund was
liquidated on August 10, 2001 as a result of Earthgrains Company
being purchased by Sara Lee Corporation. Effective December 1, 2000
the Small/Mid Cap Stock Index Fund and the International Stock
Index Fund were added to the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust. The assets of the Master Trust are held
by Mellon Bank, N.A.
At March 31, 2002 and 2001, the Plan's interest in the net assets
of the Master Trust was approximately 42% and 42%, respectively of
total Master Trust assets.
-8-
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
The following table presents the fair value of investments for the
Master Trust:
MARCH 31,
2002 2001
Investments at fair value:
Anheuser-Busch common stock* $3,211,757,063 $2,951,379,995
Short-term fixed income 46,050,681 34,545,406
Medium-term fixed income 71,806,352 46,401,988
Large cap index* 215,527,035 222,615,011
Managed balanced 22,561,692 20,518,875
Index balanced 23,930,968 21,179,199
Small/Mid cap index 24,017,018 7,132,411
International stock index 6,718,955 3,660,448
Participant loans 96,345,528 91,422,775
Earthgrains Company common stock - 20,085,877
-------------- --------------
$3,718,715,292 $3,418,941,985
============== ==============
<FN>
* Represents more than 5% of net assets available for benefits.
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31,
2002 2001
Net appreciation (depreciation) in fair value
of investments:
Anheuser-Busch common stock $257,753,705 $944,625,016
Short-term fixed income 54,015 499,922
Medium-term fixed income 2,486,570 4,330,094
Large cap index (2,732,925) (66,014,432)
Managed balanced 800,358 (2,136,459)
Index balanced 649,969 (1,609,721)
Small/Mid cap index 1,385,927 (1,204,398)
International stock index (242,676) (242,359)
Earthgrains Company common stock 16,838,853 6,709,053
------------ ------------
276,993,796 884,956,716
------------ ------------
Interest 13,893,816 15,796,194
Dividends 43,112,048 41,538,499
------------ ------------
$333,999,660 $942,291,409
============ ============
-9-
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
Further financial information for the Anheuser-Busch Companies,
Inc. Defined Contribution Master Trust as of and for the years
ended March 31, 2002 and 2001 are included as Appendix A and B.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the
Company by a letter dated November 29, 2001, that the Plan is
designed in accordance with applicable sections of the Internal
Revenue Code subject to the adoption of certain amendments. During
2002 the Plan has been amended to adopt all such amendments.
Therefore, the underlying trust of such a Plan is exempt from
federal income taxes under Section 501 of the Internal Revenue Code
and no provision for income taxes has been included in the Plan's
financial statements.
5. NOTES PAYABLE
In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP
notes (Notes) to a group of insurance companies and other financial
institutions. In September 1993, the interest rate was reduced to
8.25% per annum retroactive to January 1, 1993. Interest is payable
on March 31 and September 30 of each year. Principal is payable in
annual installments until maturity on March 31, 2004. The Notes are
guaranteed by Anheuser-Busch Companies, Inc. Proceeds of the Notes
were used to purchase 45,325,784 shares of Company stock, the
unallocated portion of which is pledged as collateral for the
Notes. The shares are maintained in the Anheuser-Busch Companies,
Inc. Stock Fund and are released and allocated to Plan participants
based on calculations specified in the Plan document as
contributions are made to the Plan. During the years ended March
31, 2002 and 2001, 1,415,934 and 1,453,474 shares were released to
participants, respectively. At March 31, 2002 and 2001, the Company
Stock Fund held 3,258,860 and 4,674,794 unallocated shares,
respectively, at market values of $170,112,692 and $203,801,928,
respectively.
Principal maturities for each of the years ending March 31, are as
follows:
2003 $22,000,000
2004 23,150,000
-----------
$45,150,000
===========
The principle due on March 31, 2002 of $20,950,000 was not paid
until April 1, 2002, the first business day after March 31, 2002.
This amount is therefore included as a Plan liability at March 31,
2002.
-10-
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
- -------------------------------------------------------------------------------
6. RECONCILIATION OF FINANCIAL STATEMENTS TO 5500
The following is a reconciliation of net assets available for
benefits per the financial statements at March 31, 2002 and 2001 to
the Plan's Form 5500:
2002 2001
Net assets available for benefits per the
financial statements $1,496,203,896 $1,369,152,798
Amounts allocated to withdrawing participants (9,690,692) (1,859,831)
-------------- --------------
Net assets available for benefits per the Form 5500 $1,486,513,204 $1,367,292,967
============== ==============
The following is a reconciliation of benefits paid to participants
per the financial statements for the year ended March 31, 2002 to
the Plan's Form 5500:
2002
Benefits paid to participants per the
financial statements $107,208,036
Add: Amounts allocated to withdrawing
participants at March 31, 2002 9,690,692
Deduct: Amounts allocated to withdrawing
participants as of March 31, 2001 (1,859,831)
------------
Benefits paid to participants per Form 5500 $115,038,897
============
Amounts allocated to withdrawing participants are recorded on the
Form 5500 for benefit claims that have been processed and approved
for payment prior to March 31, 2002, but not yet paid as of that
date.
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended March 31, 2002 and 2001, transactions with
the Company included aggregate common stock purchases totaling
$39,841,930 and $37,972,381, respectively and aggregate common
stock sales totaling $9,939,720 and $19,931,055, respectively.
These transactions are allowable party-in-interest transactions
under Section 408(e) and 408(b)(8) of ERISA and the regulations
promulgated thereunder.
During the years ended March 31, 2002 and 2001, the Plan purchased
and sold investments in the Employee Benefit Temporary Investment
Fund of Mellon Bank N.A., the Plan trustee. Transactions with the
Fund included aggregate investment purchases totaling $72,021,078
and $95,133,310, respectively and aggregate investment sales
totaling $61,920,562 and $64,206,101, respectively. These
transactions are allowable party-in-interest transactions under
Section 408(e) and 408(b)(8) of ERISA and the regulations
promulgated thereunder.
-11-
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $3,131,769,304 $ -- $ -- $ -- $ -- $ --
Interest bearing cash 79,987,759 11,468,769 -- -- -- --
U.S. government securities -- 3,774,804 -- -- -- --
Corporate debt instruments -- 29,629,196 -- -- -- --
Insurance contracts -- -- 71,806,352 -- 22,561,692 --
Interest in common/
collective trusts -- -- -- -- -- 21,495,474
Interest in registered
investment companies -- -- -- -- -- 2,435,494
Loans to participants -- -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- -- --
Other investments* -- 1,177,912 -- 215,527,035 -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total investments 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692 23,930,968
-------------- ----------- ----------- ------------ ----------- -----------
Total assets 3,211,757,063 46,050,681 71,806,352 215,527,035 22,561,692 23,930,968
-------------- ----------- ----------- ------------ ----------- -----------
LIABILITIES
Due to broker for securities
purchased -- (2,635,397) (142,203) (483,078) -- (68,435)
Interest payable (5,453,250) -- -- -- -- --
Notes payable (132,200,000) -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total liabilities (137,653,250) (2,635,397) (142,203) (483,078) -- (68,435)
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for benefits $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533
============== =========== =========== ============ =========== ===========
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $3,131,769,304
Interest bearing cash -- -- -- -- 91,456,528
U.S. government securities -- -- -- -- 3,774,804
Corporate debt instruments -- -- -- -- 29,629,196
Insurance contracts -- -- -- -- 94,368,044
Interest in common/
collective trusts 24,017,018 -- -- -- 45,512,492
Interest in registered
investment companies -- 6,718,955 -- -- 9,154,449
Loans to participants -- -- 96,345,528 -- 96,345,528
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments* -- -- -- -- 216,704,947
----------- ---------- ----------- ----------- --------------
Total investments 24,017,018 6,718,955 96,345,528 -- 3,718,715,292
----------- ---------- ----------- ----------- --------------
Total assets 24,017,018 6,718,955 96,345,528 -- 3,718,715,292
----------- ---------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities
purchased (61,948) (22,363) -- -- (3,413,424)
Interest payable -- -- -- -- (5,453,250)
Notes payable -- -- -- -- (132,200,000)
----------- ---------- ----------- ----------- --------------
Total liabilities (61,948) (22,363) -- -- (141,066,674)
----------- ---------- ----------- ----------- --------------
Net assets available for benefits $23,955,070 $6,696,592 $96,345,528 $ -- $3,577,648,618
=========== ========== =========== =========== ==============
<FN>
* Represents more than 5% of net assets available for benefits
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $2,882,256,925 $ -- $ -- $ -- $ -- $ --
Interest bearing cash 69,123,070 -- -- -- -- --
U.S. government securities -- 16,455,200 -- -- -- --
Corporate debt instruments -- 15,396,224 -- -- -- --
Insurance contracts -- -- 46,401,988 -- 20,518,875 --
Interest in common/
collective trusts -- -- -- -- -- 19,042,785
Interest in registered
investment companies -- -- -- -- -- 2,136,414
Loans to participants -- -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- -- --
Other investments* -- 2,693,982 -- 222,615,011 -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total investments 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875 21,179,199
-------------- ----------- ----------- ------------ ----------- -----------
Total assets 2,951,379,995 34,545,406 46,401,988 222,615,011 20,518,875 21,179,199
-------------- ----------- ----------- ------------ ----------- -----------
LIABILITIES
Due to broker for securities
purchased -- (3,311,840) (76,243) (564,112) (60,183) (59,182)
Interest payable (7,103,250) -- -- -- -- --
Notes payable (172,200,000) -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total liabilities (179,303,250) (3,311,840) (76,243) (564,112) (60,183) (59,182)
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for benefits $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692 $21,120,017
============== =========== =========== ============ =========== ===========
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock* $ -- $ -- $ -- $ -- $2,882,256,925
Interest bearing cash -- 607 -- 185 69,123,862
U.S. government securities -- -- -- -- 16,455,200
Corporate debt instruments -- -- -- -- 15,396,224
Insurance contracts -- -- -- -- 66,920,863
Interest in common/
collective trusts 7,132,411 -- -- -- 26,175,196
Interest in registered
investment companies -- 3,659,841 -- -- 5,796,255
Loans to participants -- -- 91,422,775 -- 91,422,775
Earthgrains Company, Inc.
common stock -- -- -- 19,989,407 19,989,407
Other investments* -- -- -- 96,285 225,405,278
---------- ---------- ----------- ----------- --------------
Total investments 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
---------- ---------- ----------- ----------- --------------
Total assets 7,132,411 3,660,448 91,422,775 20,085,877 3,418,941,985
---------- ---------- ----------- ----------- --------------
LIABILITIES
Due to broker for securities
purchased (28,867) (13,353) -- -- (4,113,780)
Interest payable -- -- -- -- (7,103,250)
Notes payable -- -- -- -- (172,200,000)
---------- ---------- ----------- ----------- --------------
Total liabilities (28,867) (13,353) -- -- (183,417,030)
---------- ---------- ----------- ----------- --------------
Net assets available for benefits $7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
========== ========== =========== =========== ==============
<FN>
* Represents more than 5% of net assets available for benefits
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 1 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
Additions to net assets
attributed to:
Contributions:
Participants $ 67,280,795 $ 1,171,738 $ 2,470,907 $ 13,361,951 $ 1,315,308 $ 1,464,603
Employer 20,224,754 -- -- -- -- --
Rollovers -- 3,483,034 -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 87,505,549 4,654,772 2,470,907 13,361,951 1,315,308 1,464,603
Investment income:
Interest 1,723,511 1,233,264 -- 3,044,591 -- 8
Dividends 43,057,554 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 257,753,705 54,015 2,486,570 (2,732,925) 800,358 649,969
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 390,040,319 5,942,051 4,957,477 13,673,617 2,115,666 2,114,580
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets
attributed to:
Distributions to participants 163,635,382 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147
Interest expense 10,906,500 -- -- -- -- --
Administrative expenses 66,193 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 174,608,075 7,604,049 4,312,576 13,173,008 1,087,587 1,593,147
Net transfers in (out) 86,594,824 13,843,716 24,693,503 (7,507,551) 1,074,921 2,221,083
-------------- ----------- ----------- ------------ ----------- -----------
Net increase (decrease) 302,027,068 12,181,718 25,338,404 (7,006,942) 2,103,000 2,742,516
Net assets available for
benefits:
Beginning of year 2,772,076,745 31,233,566 46,325,745 222,050,899 20,458,692 21,120,017
-------------- ----------- ----------- ------------ ----------- -----------
End of year $3,074,103,813 $43,415,284 $71,664,149 $215,043,957 $22,561,692 $23,862,533
============== =========== =========== ============ =========== ===========
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
Additions to net assets
attributed to:
Contributions:
Participants $ 1,062,102 $ 404,928 $ -- $ -- $ 88,532,332
Employer -- -- -- -- 20,224,754
Rollovers -- -- -- -- 3,483,034
----------- ---------- ----------- ------------ --------------
Total contributions 1,062,102 404,928 -- -- 112,240,120
Investment income:
Interest -- -- 7,881,209 11,233 13,893,816
Dividends -- -- -- 54,494 43,112,048
Net realized and unrealized
appreciation in fair value
of investments 1,385,927 (242,676) -- 16,838,853 276,993,796
----------- ---------- ----------- ------------ --------------
Total additions 2,448,029 162,252 7,881,209 16,904,580 446,239,780
----------- ---------- ----------- ------------ --------------
Deductions from net assets
attributed to:
Distributions to participants 651,566 280,125 1,906,150 991,197 195,234,787
Interest expense -- -- -- -- 10,906,500
Administrative expenses -- -- -- -- 66,193
----------- ---------- ----------- ------------ --------------
Total deductions 651,566 280,125 1,906,150 991,197 206,207,480
Net transfers in (out) 15,055,063 3,167,370 (1,052,306) (35,999,260) 102,091,363
----------- ---------- ----------- ------------ --------------
Net increase (decrease) 16,851,526 3,049,497 4,922,753 (20,085,877) 342,123,663
Net assets available for
benefits:
Beginning of year 7,103,544 3,647,095 91,422,775 20,085,877 3,235,524,955
----------- ---------- ----------- ------------ --------------
End of year $23,955,070 $6,696,592 $96,345,528 $ -- $3,577,648,618
=========== ========== =========== ============ ==============
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX B
PAGE 2 OF 2
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM LARGE MANAGED INDEX
COMPANIES, INC. FIXED INCOME FIXED INCOME CAP BALANCED BALANCED
STOCK FUND FUND FUND FUND FUND FUND
Additions to net assets
attributed to:
Contributions:
Participants $ 61,477,474 $ 893,149 $ 1,784,261 $ 15,692,287 $ 1,471,792 $ 1,463,397
Employer 2,928,923 -- -- -- -- --
Rollovers 139,459 449,907 3,089 31,479 7,351 10,879
-------------- ----------- ----------- ------------ ----------- -----------
Total contributions 64,545,856 1,343,056 1,787,350 15,723,766 1,479,143 1,474,276
Investment income:
Interest 2,926,612 1,660,261 14,717 3,774,531 -- --
Dividends 41,304,515 -- -- -- -- --
Net realized and unrealized
appreciation in fair value
of investments 944,625,016 499,922 4,330,094 (66,014,432) (2,136,459) (1,609,721)
-------------- ----------- ----------- ------------ ----------- -----------
Total additions 1,053,401,999 3,503,239 6,132,161 (46,516,135) (657,316) (135,445)
-------------- ----------- ----------- ------------ ----------- -----------
Deductions from net assets
attributed to:
Distributions to participants 195,569,578 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Interest expense 14,206,500 -- -- -- -- --
Administrative expenses 47,123 -- -- -- -- --
-------------- ----------- ----------- ------------ ----------- -----------
Total deductions 209,823,201 6,923,100 4,124,310 29,342,206 2,291,390 4,074,530
Net increase (decrease) 843,578,798 (3,419,861) 2,007,851 (75,858,341) (2,948,706) (4,209,975)
Net transfers in (out) (16,481,507) 16,495,086 10,007,803 (14,708,731) (85,252) 714,732
-------------- ----------- ----------- ------------ ----------- -----------
Net assets available for
benefits:
Beginning of year 1,944,979,454 18,158,341 34,310,091 312,617,971 23,492,650 24,615,260
-------------- ----------- ----------- ------------ ----------- -----------
End of year $2,772,076,745 $31,233,566 $46,325,745 $222,050,899 $20,458,692 $21,120,017
============== =========== =========== ============ =========== ===========
EARTHGRAINS
SMALL/MID INTERNATIONAL PARTICIPANT COMPANY
CAP FUND STOCK FUND LOAN FUND STOCK FUND TOTAL
Additions to net assets
attributed to:
Contributions:
Participants $ 113,841 $ 53,743 $ -- $ -- $ 82,949,944
Employer -- -- -- -- 2,928,923
Rollovers -- -- -- -- 642,164
----------- ---------- ----------- ----------- --------------
Total contributions 113,841 53,743 -- -- 86,521,031
Investment income:
Interest -- 6 7,419,696 371 15,796,194
Dividends -- -- -- 233,984 41,538,499
Net realized and unrealized
appreciation in fair value
of investments (1,204,398) (242,359) -- 6,709,053 884,956,716
----------- ---------- ----------- ----------- --------------
Total additions (1,090,557) (188,610) 7,419,696 6,943,408 1,028,812,440
----------- ---------- ----------- ----------- --------------
Deductions from net assets
attributed to:
Distributions to participants 37,583 1,170 1,109,272 2,012,738 245,485,877
Interest expense -- -- -- -- 14,206,500
Administrative expenses -- -- -- -- 47,123
----------- ---------- ----------- ----------- --------------
Total deductions 37,583 1,170 1,109,272 2,012,738 259,739,500
Net increase (decrease) (1,128,140) (189,780) 6,310,424 4,930,670 769,072,940
Net transfers in (out) 8,231,684 3,836,875 (4,102,576) (1,666,189) 2,241,925
----------- ---------- ----------- ----------- --------------
Net assets available for
benefits:
Beginning of year -- -- 89,214,927 16,821,396 2,464,210,090
----------- ---------- ----------- ----------- --------------
End of year $ 7,103,544 $3,647,095 $91,422,775 $20,085,877 $3,235,524,955
=========== ========== =========== =========== ==============