UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
SIMILAR PLANS 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, 2004
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From to
---------- ----------
Commission File Number
-----------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
REQUIRED INFORMATION
A. Financial Statements and Exhibits
---------------------------------
Report of Independent Registered Public Accounting Firm
Financial Statements:
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
B. Exhibits
23 Consent of Independent Registered Accounting Firm
2
[PRICEWATERHOUSECOOPERS LLP logo]
----------------------------------------------------------------------------
PRICEWATERHOUSECOOPERS LLP
800 Market Street
St Louis MO 63101-2695
Telephone (314) 206 8500
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan
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 (the "Plan") at March 31, 2004 and 2003, 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 the standards of the Public Company Accounting Oversight
Board (United States). Those standards 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
St. Louis, Missouri
June 18, 2004
3
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2004 AND 2003
-----------------------------------------------------------------------------------------------------------
2004 2003
ASSETS
Contributions receivable
Employer $ 12,998,265 $ -
---------------- ----------------
12,998,265 -
Interest in Master Trust* 1,930,170,508 1,792,817,857
---------------- ----------------
Total assets 1,943,168,773 1,792,817,857
---------------- ----------------
LIABILITIES
Due to broker for securities purchased 13,473,730 1,828,970
Notes payable - 23,150,000
---------------- ----------------
Total liabilities 13,473,730 24,978,970
---------------- ----------------
Net assets available for benefits $ 1,929,695,043 $ 1,767,838,887
================ ================
* Represents more than 5 percent of net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
4
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2004 AND 2003
------------------------------------------------------------------------------------------------------------
2004 2003
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Contributions
Participants $ 60,292,432 $ 56,747,914
Employer 25,753,781 4,754,128
Rollovers 2,075,128 2,737,419
---------------- ----------------
Total contributions 88,121,341 64,239,461
Change in fair value of Interest in Master Trust 206,570,417 (188,498,218)
---------------- ----------------
Total additions/(reductions) 294,691,758 (124,258,757)
---------------- ----------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Distributions to participants 136,745,415 144,356,506
Interest expense 1,909,875 3,724,875
Administrative expenses 15,956 16,107
---------------- ----------------
Total deductions 138,671,246 148,097,488
---------------- ----------------
Net increase/(decrease) 156,020,512 (272,356,245)
Net transfers in 5,835,644 505,731
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 1,767,838,887 2,039,689,401
---------------- ----------------
End of year $ 1,929,695,043 $ 1,767,838,887
================ ================
The accompanying notes are an integral part of these financial statements.
5
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
----------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following description of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (the "Plan") is provided for general
informational purposes only. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering all eligible
employees of Anheuser-Busch Companies, Inc. (the "Company") and
certain subsidiaries of the Company. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
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 and designate the Plan's named
fiduciaries. The Plan is administered through the Human Resources
Service Center, the Retirement Plans Department and the Stock Plans
Appeals Committee, all located in St. Louis, Missouri. The
Trustee has the authority to hold the assets of the trust in
accordance with the provisions of the Plan and the separate trust
agreement.
During 2004, the Plan was amended to incorporate various changes to
the Plan including, among other things, an increase in the unmatched
participant contribution limit from 10 percent to 44 percent of base
compensation and an increase in the maximum match rate limit under
the Company matching contribution formula from 100 percent to 125
percent of the aggregate participant matched contributions.
ELIGIBILITY
Each employee of a participating employer (other than employees
covered by a collective bargaining agreement) of the Company is
eligible to participate in the Plan after completing one year of
service, 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 or after-tax.
A participant may contribute from 1 percent to 6 percent 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 percent nor more than 6
percent of the participant's base compensation. In addition, a
participant may contribute from 1 percent to 44 percent 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 44 percent
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 50
percent 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 expense
for the year most recently ended. However, in no event may the
participating employer's matching contribution be less than 33-1/3
percent nor more than 125 percent of the aggregate participant
6
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
----------------------------------------------------------------------------
matched 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's obligation to contribute
such an additional amount terminated in conjunction with the
repayment of the ESOP loans on March 31, 2004.
The Company may also be required to make a supplemental contribution
in accordance with the Plan document. Supplemental contributions are
made by transferring shares of Anheuser-Busch Common Stock from the
ESOP and allocating the shares to participants who have account
balances as of the end of the Plan year, or by a cash payment from
the Company, and are required to be made within 180 days of the
Plan's year end. For the year ended March 31, 2004 cash in the
amount of $12,998,265 was transferred to participant accounts on
April 1, 2004 for the required supplemental contribution. For the
year ended March 31, 2003, 394,847 shares with a value of
$18,545,972 were transferred from the ESOP to participant accounts
on April 2, 2003 for the required supplemental contribution.
The Company's obligation to make supplemental contributions
terminated in conjunction with the repayment of the ESOP loans on
March 31, 2004.
Participant contributions received by the Plan are invested in one
or more investment funds as directed by the participant. At least
one-half of each participant's both Before-Tax and After-Tax Matched
Contributions (Employer Contributions) must 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 percent
into any fund established under the Plan. Earnings are reinvested in
the fund to which they relate. All employer contributions are
invested in the Company Stock Fund.
FORFEITED ACCOUNTS
Forfeitures result from a participant's withdrawal, retirement or
termination before the participant is 100 percent vested in employer
matching contributions. Forfeited nonvested amounts are used to
reduce future employer contributions. Forfeitures for the years
ended March 31, 2004 and 2003 were $21,005 and $36,446,
respectively.
VESTING
Participants are immediately vested in their voluntary contributions
and rollover contributions, plus related earnings. Company matching
contributions vest after two years of service. Company contributions
also vest upon termination of employment by reason of death, permanent
disability, entry into military service, layoff exceeding twelve
months, upon termination of employment for any reason, including
retirement, after reaching age 60, or in the event of a "change in
control" of the Company as defined by the Plan.
PAYMENT OF BENEFITS
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 nonshare
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.
7
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
----------------------------------------------------------------------------
PARTICIPANT LOANS
A participant may borrow from Before-Tax and/or After-Tax vested
account balances, subject to certain conditions. The minimum loan
amount is $1,000; the maximum amount is the lesser of $50,000 less
the highest outstanding loan balance under the Plan during the
one-year period ending on the day before the loan is made, or 50
percent of the vested account balance. The interest rate for the
life of the loan is set quarterly at prime plus one percentage point
as of the end of the preceding quarter. The term of a loan for the
purchase of a principal residence may be up to 10 years; the term of
a loan for any other reason may not exceed 5 years.
PLAN TERMINATION
The Company intends to continue the Plan indefinitely. However, the
Company may at anytime and for any reason, subject to the provisions
of ERISA, suspend or terminate the Plan provided that such action
does not adversely affect the rights of any participant under the
Plan. 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 accompanying financial statements have been prepared using the
accrual method of accounting, except that distributions to
participants are recorded when paid.
USE OF ESTIMATES
The preparation of financial statements in accordance 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, liabilities and changes
therein and disclosure of contingent liabilities. Actual results
could differ from those estimates.
INVESTMENTS
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
other stock purchase and savings plans sponsored by the Company.
The Plan's interest in the Master Trust is recorded at fair value,
which is based on the fair value of the underlying investments in
the Master Trust.
In accordance with the policy of stating investments at fair value
the Plan presents, in the statement of changes in net assets
available for benefits, the change in the fair value of its interest
in the Master Trust, which consists of the realized gains or losses
and the unrealized appreciation or depreciation on the underlying
investments in the Master Trust.
ALLOCATION OF ASSETS
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.
8
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
----------------------------------------------------------------------------
RISKS AND UNCERTAINTIES
The Master Trust's investment fund options provide participants with
a variety of investment alternatives with differing levels of risk
and income potential. Investment securities are exposed to various
risks, such as significant world events, interest rate, credit and
overall market volatility 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
reasonably possible that changes in the values of investments will
occur in the near term and that such changes could materially affect
the amounts reported in the Statement of Net Assets Available for
Benefits.
ADMINISTRATIVE EXPENSES
Under the Master Trust agreement with the Trustee, the Company may
pay all expenses incurred in the administration of the Master Trust,
including trustee fees, but is not obligated to do so. Trustee
expenses not paid by the Company are paid by the Master Trust and
proportionately allocated to the participating plans. All other
expenses are paid by the Plan.
CHANGE IN PRESENTATION
Certain prior year amounts have been reclassified to conform with
current year presentation.
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
At March 31, 2004 and 2003, the Plan's interest in the assets of the
Master Trust was approximately 57 percent of total Master Trust
assets.
The following table presents the fair value of investments for the
Master Trust:
MARCH 31,
----------------------------------
2004 2003
INVESTMENTS AT FAIR VALUE
Anheuser-Busch common stock* $ 2,788,058,992 $ 2,698,494,101
Equity index* 196,927,433 138,274,688
Mid/Small cap 96,866,136 19,399,255
Medium-term fixed income 68,334,581 90,961,788
Short-term fixed income 44,051,674 50,732,590
Managed balanced 30,478,825 17,622,301
Index balanced 25,219,214 18,116,182
International stock 15,687,070 5,192,457
Participant loans 104,132,873 101,894,030
---------------- ----------------
$ 3,369,756,798 $ 3,140,687,392
================ ================
*Represents more than 5 percent of net assets available for benefits.
9
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
----------------------------------------------------------------------------
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31,
-------------------------------
2004 2003
NET APPRECIATION/(DEPRECIATION) IN FAIR VALUE
OF INVESTMENTS
Anheuser-Busch common stock $ 214,169,345 $ (313,977,786)
Equity index 48,837,830 (50,198,611)
Mid/Small cap 17,919,678 (5,963,511)
Managed balanced 5,089,861 (2,416,962)
Index balanced 4,427,424 (2,872,262)
Medium-term fixed income 3,665,561 8,614,638
International stock 2,372,853 (2,874,086)
Short-term fixed income 90,420 64,442
-------------- ---------------
$ 296,572,972 $ (369,624,138)
============== ===============
Interest $ 7,241,838 $ 8,548,810
Dividends 46,332,485 44,272,246
Net increase/(decrease) in net assets
during year 246,921,789 (479,802,081)
4. INCOME TAX STATUS
The Plan received a favorable determination letter from the Internal
Revenue Service dated November 29, 2001, indicating that the Plan
qualifies under the applicable provisions of Section 401 of the IRC,
and is therefore exempt from federal income taxes. The Plan has
since been amended, however, the Plan administrator believes that
the Plan has continued to be designed and operated in compliance
with the applicable requirements of the IRC.
5. NOTES PAYABLE
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
("IRC"). 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.
In June 1989, the Plan issued $250 million in guaranteed 8.32
percent ESOP notes (Notes) to a group of insurance companies and
other financial institutions. In September 1993, the interest rate
was reduced to 8.25 percent per annum retroactive to January 1,
1993. Interest was payable on March 31 and September 30 of each
year. Principal was payable in annual installments until maturity on
March 31, 2004. The Notes were guaranteed by Anheuser-Busch
Companies, Inc. Proceeds of the Notes were used to purchase
45,325,784 shares of Company stock, the unallocated
10
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
----------------------------------------------------------------------------
portion of which was pledged as collateral for the Notes. The shares
were maintained in the Company Stock Fund and released and allocated
to Plan participants based on calculations specified in the Plan
document as contributions were made to the Plan. During the years
ended March 31, 2004 and 2003, 1,343,674 and 1,387,834 shares were
released to participants, respectively. At March 31, 2004 and 2003
the Company Stock Fund held 0 and 1,343,674 unallocated shares,
respectively, at market values of $0 and $62,628,645, respectively.
The leveraged ESOP feature of the Plan expired on March 31, 2004.
Accordingly, as of March 31, 2004, all ESOP loans have been repaid
and all shares of Anheuser-Busch stock held in the Plan's suspense
account have been allocated to participants.
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, 2004 and 2003 to
the Plan's Form 5500:
2004 2003
Net assets available for benefits per the
financial statements $ 1,929,695,043 $ 1,767,838,887
Amounts allocated to withdrawing participants (5,518,572) (24,264,544)
---------------- ----------------
Net assets available for benefits per the Form 5500 $ 1,924,176,471 $ 1,743,574,343
================ ================
The following is a reconciliation of distributions to participants
per the financial statements for the year ended March 31, 2004 to
the Plan's Form 5500:
Distributions to participants per the
financial statements $ 136,745,415
Add: Amounts allocated to withdrawing
participants at March 31, 2004 5,518,572
Deduct: Amounts allocated to withdrawing
participants as of March 31, 2003 (24,264,544)
--------------
Distributions to participants per Form 5500 $ 117,999,443
==============
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, 2004, but not yet paid as of that
date.
7. PARTY-IN-INTEREST TRANSACTIONS
During the years ended March 31, 2004 and 2003, transactions between
the Master Trust and the Company included aggregate common stock
purchases totaling $72,333,376 and $101,305,745, respectively, and
aggregate common stock sales totaling $37,622,824 and $14,414,253,
11
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2004 AND 2003
----------------------------------------------------------------------------
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, 2004 and 2003, the Master Trust
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
$184,251,095 and $141,656,335, respectively and aggregate investment
sales totaling $185,401,440 and $186,965,440, respectively. These
transactions are allowable party-in-interest transactions under
Section 408(e) and 408(b)(8) of ERISA and the regulations
promulgated thereunder.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
By: /s/ JOHN T. FARRELL
--------------------------------
John T. Farrell
Vice President,
Employee Benefits
Anheuser-Busch Companies, Inc.
Dated: September 29, 2004
13