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
(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
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]
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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 (For Certain Hourly
Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries) (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
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2004 AND 2003
-----------------------------------------------------------------------------------------
2004 2003
ASSETS
Contributions receivable
Employer $ 1,166,443 $ 1,565,371
-------------- --------------
1,166,443 1,565,371
Interest in Master Trust* 84,439,503 71,047,781
-------------- --------------
Total assets 85,605,946 72,613,152
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LIABILITIES
Due to broker for securities purchased 1,184,385 69,018
-------------- --------------
Total liabilities 1,184,385 69,018
-------------- --------------
Net assets available for benefits $ 84,421,561 $ 72,544,134
============== ==============
* 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
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2004 AND 2003
------------------------------------------------------------------------------------------
2004 2003
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Contributions
Participants $4,634,922 $ 4,141,522
Employer 4,503,825 4,742,918
Rollovers 44,972 42,124
------------- -------------
Total contributions 9,183,719 8,926,564
Change in fair value of Interest in Master Trust 6,949,992 (6,440,646)
------------- -------------
Total additions 16,133,711 2,485,918
------------- -------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Distributions to participants 3,950,849 4,586,228
------------- -------------
Net increase/(decrease) 12,182,862 (2,100,310)
Net transfers in/(out) (305,435) (477,279)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 72,544,134 75,121,723
------------- -------------
End of year $84,421,561 $72,544,134
============= =============
The accompanying notes are an integral part of these financial statements.
5
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, 2004 AND 2003
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1. PLAN DESCRIPTION
The following description of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Certain Hourly Employees of
Anheuser-Busch Companies, Inc. and its Subsidiaries) (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 substantially all
hourly employees (other than those covered by a collective bargaining
agreement) of the Company's following subsidiaries: Busch Entertainment
Corporation, Busch Properties of Florida, Inc., Sea World of
California, Inc., Sea World of Florida, Inc. and Sea World of Texas,
Inc. 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 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 and designate the Plan's named fiduciaries. The Plan is
administered through the Human Resources Service Center, the
Retirement Plans Department and the Stock Plan 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 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 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
6
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, 2004 AND 2003
------------------------------------------------------------------------------
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 matched contributions.
The Company may also be required to make a supplemental contribution
in accordance with the Plan document. Supplemental contributions are
payable 180 days after 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, 2004 and 2003, a supplemental
contribution of $1,166,443 and $1,565,371 was required,
respectively.
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) 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 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 $8,932 and $14,870, 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
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
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 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 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
8
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, 2004 AND 2003
------------------------------------------------------------------------------
Master Trust and are allocated to participating plans by the Trustee,
based on units of participation on the transaction date.
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 net assets of
the Master Trust was approximately 3 and 2 percent, respectively, 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
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$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
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
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
Short-term fixed income 90,420 64,442
International stock 2,372,853 (2,874,086)
-------------- ----------------
$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. 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 $84,421,561 $72,544,134
Amounts allocated to withdrawing participants (80,416) (473,051)
------------- -------------
Net assets available for benefits per the Form 5500 $84,341,145 $72,071,083
============= =============
10
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, 2004 AND 2003
------------------------------------------------------------------------------
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 $3,950,849
Add: Amounts allocated to withdrawing
participants at March 31, 2004 80,416
Deduct: Amounts allocated to withdrawing
participants as of March 31, 2003 (473,051)
------------
Distributions to participants per Form 5500 $3,558,214
============
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.
6. 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,
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
Sections 408(e) and 408(b)(8) of ERISA and the regulations
promulgated thereunder.
11
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
12