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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER 1-7823
DECEMBER 31, 1994
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ANHEUSER-BUSCH COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 43-1162835
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000
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<TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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<S> <C>
COMMON STOCK-$1 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
8 5/8% SINKING FUND DEBENTURES, DUE DECEMBER 1, 2016 NEW YORK STOCK EXCHANGE
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No .
-- --
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. /X/
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant.
$14,263,991 AS OF FEBRUARY 28, 1995
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
$1 PAR VALUE COMMON STOCK 256,843,796 SHARES AS OF MARCH 7, 1995
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DOCUMENTS INCORPORATED BY REFERENCE
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Portions of Annual Report to Shareholders for the Year ended December 31, 1994.... PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for Annual Meeting of Shareholders on April
26, 1995......................................................................... PART III
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PART I
ITEM 1. BUSINESS
Anheuser-Busch Companies, Inc. (the "Company") is a Delaware
corporation that was organized in 1979 as the holding company parent of
Anheuser-Busch, Incorporated ("ABI"), a Missouri corporation whose
origins date back to 1875. In addition to ABI, which is the world's
largest brewer of beer, the Company is also the parent corporation to a
number of subsidiaries that conduct various other business operations,
including those related to the brewing of beer, the manufacture of
metal beverage containers, the recycling of metal and glass beverage
containers, the production and sale of food and food-related products,
and the operation of theme parks.
Financial information with respect to the Company's business segments
appears in financial statement note 15, "Business Segments," on page 59
of the 1994 Annual Report to Shareholders, which note hereby is
incorporated by reference.
BEER AND BEER-RELATED OPERATIONS
The Company's principal product is beer, produced and distributed by
its subsidiary, ABI, in a variety of containers primarily under the
brand names Budweiser, Bud Light, Bud Dry, Bud Ice, Michelob, Michelob
Light, Michelob Dry, Michelob Golden Draft, Michelob Golden Draft
Light, Michelob Classic Dark, Busch, Busch Light, Natural Light,
Natural Pilsner, King Cobra, and O'Doul's (a non-alcohol malt
beverage). Additionally, ABI imports Carlsberg and Carlsberg Light
beers and Elephant Malt Liquor in U.S. markets as part of an agreement
with the Denmark based Carlsberg A/S (formerly United Breweries, Ltd.),
brewer of the brands. Throughout 1994, the following new brands were
introduced: Ice Draft Light, Elk Mountain Ale, Elk Mountain Red, Red
Wolf, Elephant Red Malt (brewed in Canada by The Labatt Brewing Company
Limited ("Labatt") and licensed by Carlsberg A/S), and Busch NA (a non-
alcohol malt beverage). Prior to March of 1995, ABI also produced and
distributed beer under the brand name Ice Draft. In March of 1995, ABI
began phasing Ice Draft and Ice Draft Light out of the market and
replaced them with two new products, Bud Ice and Bud Ice Light, which
are referred to in this section. Additionally, in the fourth quarter of
1994, ABI acquired a 25% interest in Seattle based Redhook Ale Brewery,
Incorporated and Redhook agreed that its products will be distributed
exclusively by the ABI wholesalers in all new U.S. markets entered by
Redhook. Through an agreement with Kirin Brewery Company, Ltd., ABI
brews Kirin Ice exclusively for export to and distribution in Japan.
Sales of beer by the Company aggregated 88.5 million barrels in 1994
as compared with 87.3 million barrels in 1993 and accounted for
approximately 65% of consolidated net sales dollars in 1994. In 1993
and 1992 the percentages were 66% and 67%, respectively.
Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice Light, Michelob,
Michelob Light, Michelob Dry, Michelob Golden Draft, Michelob Golden
Draft Light, Michelob Classic Dark, Busch, Busch Light, Natural Light,
Elk Mountain Ale, Elk Mountain Red, Red Wolf, Carlsberg, Elephant Malt
Liquor, Elephant Red Malt, and O'Doul's are sold in both draught and
packaged form. Natural Pilsner, King Cobra, Carlsberg Light, and Busch
NA are sold only in packaged form. Budweiser, Bud Light, Bud Dry, Bud
Ice, Bud Ice Light, Michelob, Michelob Light, Michelob Dry, Michelob
Classic Dark, Natural Light, Elk Mountain Ale, Elk Mountain Red, Red
Wolf, and O'Doul's are distributed and sold on a nationwide basis.
Busch and Busch Light are distributed in 47 states, Busch NA in 15
states, Natural Pilsner in 6 states, and King Cobra is distributed in
45 states. Michelob Golden Draft and Michelob Golden Draft Light are
sold in 12 states. ABI's imported beer, Carlsberg is distributed in 47
states, Carlsberg Light in 31 states, Elephant Malt Liquor in 42
states, and Elephant Red Malt in 18 states.
Normally, due to the seasonality of the industry, sales of ABI's
beers are at their lowest volume level in the first and fourth quarters
of each year and at their highest in the second and third quarters. In
1994 the barrels sold in the lowest quarter (first quarter) differed by
more than 19% from the barrels sold in the highest quarter (third
quarter).
ABI has developed a system of thirteen breweries, strategically
located across the country, to economically serve its distribution
system. (See Item 2 of Part I-Properties.) Major brewery modernizations
are in progress that are part of ABI's overall strategic initiatives.
ABI utilizes wholesaler and ABI owned branch warehouses to build
inventory in early spring to support peak summer sales. By using
controlled environment warehouses and stringent inventory monitoring
policies, the quality and freshness of the product are protected, while
maximizing the utilization of production facilities throughout the
entire year.
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During 1994 approximately 93% of the beer sold by ABI, measured in
barrels, reached retail channels through approximately 900 independent
wholesalers. ABI utilizes its regional vice presidents, sales
directors, key account and retail sales managers, as well as certain
other field sales personnel, to provide merchandising and sales
assistance to its wholesalers. In addition, ABI provides national and
local media advertising, point-of-sale advertising, and sales promotion
programs to help stimulate sales. The remainder of ABI's domestic beer
sales in 1994 were made through eleven ABI owned and operated branches,
which perform similar sales, merchandising, and delivery services as
wholesalers in their respective areas.
There are over 100 companies engaged in the highly competitive
brewing industry in the United States. ABI's domestic beers are
distributed and sold in competition with other nationally distributed
beers, with locally and regionally distributed beers and, to a lesser
extent, with imported beers. Although the methods of competition in the
industry vary widely among industry members and among states due to
differences in applicable state laws, the principal methods of
competition are the quality, taste and freshness of the products,
packaging, price, advertising including television, radio,
sponsorships, billboards, stadium signs, and print media, point-of-sale
materials and service to retail customers including the replacement of
over-age products with fresh products at no cost to the retailer. ABI's
beers compete in different price categories. Although all brands
compete against the total market, Budweiser, Bud Light, Bud Dry, Bud
Ice, Bud Ice Light, Michelob Golden Draft, and Michelob Golden Draft
Light compete primarily with premium priced beers. Michelob, Michelob
Light, Michelob Dry, and Michelob Classic Dark compete primarily with
super-premium priced beers. Busch, Busch Light, Natural Light, and
Natural Pilsner compete with the sub-premium or popular priced beers.
King Cobra competes against other brands in the malt liquor segment.
Carlsberg, Carlsberg Light beers, and Elephant Malt Liquor compete
primarily with imported malt beverages. Elk Mountain Ale, Elk Mountain
Red, Red Wolf, and Elephant Red Malt compete primarily in the specialty
beers segment of the malt beverage market. O'Doul's competes in the
premium priced non-alcohol malt beverage category. Busch NA competes in
the sub-premium priced non-alcohol malt beverage category. Since 1957,
ABI has led the United States brewing industry in total sales volume.
In 1994 its sales exceeded those of its nearest competitor by over 43
million barrels and constituted approximately 45% of domestic industry
sales volume, including imports and non-alcohol malt beverage sales.
Major competitors in the United States brewing industry during 1994
included Philip Morris, Inc. (through its subsidiary Miller Brewing
Co.), Adolph Coors Co., Stroh Brewery Co., and G. Heileman Brewing Co.
Through various subsidiaries, the Company is involved in a number of
beer-related operations. Anheuser-Busch International, Inc. ("ABII"), a
wholly-owned subsidiary of the Company, negotiates and administers
license and contract brewing agreements on behalf of ABI with various
foreign brewers. Labatt brews Budweiser and Bud Light for sale in
Canada. ABI, through ABII, participates in a joint venture in Japan,
Budweiser Japan Company, Ltd., of which the Company is a 90%
shareholder, with Kirin Brewery Company, Ltd. for production,
distribution and sale of Budweiser. Through Anheuser-Busch European
Trade Limited ("ABET"), an indirect, wholly-owned subsidiary of the
Company, ABI's beer brands are sold, marketed and distributed in
twenty-one European countries. In the United Kingdom (U.K.), ABET has
full control of sales, marketing and distribution for the Budweiser and
Michelob brands to both the on- and off-trade sectors. Budweiser for
the U.K. market is brewed under the terms of a contract brewing
agreement with Courage Ltd., with Michelob imported by ABII. Guinness
Ireland, Ltd. markets and brews Budweiser under license for sale in The
Republic of Ireland. Oriental Brewery Ltd. brews Budweiser under
license for sale in the Republic of Korea. In January of 1995, ABII
announced that it had agreed to explore the formation of a partnership
with Shaw Wallace and Company Limited of Bombay that would give the
Indian brewer rights to license brew, package, market and distribute
Budweiser throughout India. In January of 1995, ABII also announced
that it had formed a partnership with Sociedad Anonima Damm, one of the
largest brewers in Spain, that gives the Spanish brewer rights to
contract brew and package beer under the brand name Bud in Spain and
supplement the brand's existing distribution. In February of 1995, ABII
announced that it will purchase an equity interest and form a strategic
partnership with Companhia Antartica Paulista, one of Brazil's largest
beverage makers. A component of the partnership will be the establishment
of a joint venture to market and distribute locally-produced Budweiser in
Brazil. ABI's beer products are also being sold under import-distribution
agreements in more than 60 countries and U.S. territories and to the
U.S. military and diplomatic corps outside the continental United
States. ABII also oversees the Company's investments in international
brewing companies. In 1993, the Company purchased a 17.7% equity
interest in Mexico's largest brewer, Grupo Modelo, S.A. de C.V. and its
subsidiaries, and a 5% interest in Tsingtao Brewery Company Limited,
China's largest brewer. In February of 1995, the Company purchased an
80 percent interest in a joint venture, Budweiser Wuhan International
Brewing Company, Ltd., that owns a brewery in Wuhan, the fifth-largest
city in China.
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The Company's wholly-owned subsidiary, Metal Container Corporation
("MCC"), manufactures beverage cans at nine plants and beverage can
lids at three plants for sale to ABI and to soft drink and export
customers. A can plant in Mira Loma, California began production in
January of 1995. The Mira Loma can plant will replace MCC's can plant
in Carson, California that will cease production in April of 1995. (See
Item 2 of Part 1-Properties). Another wholly-owned subsidiary of the
Company, Anheuser-Busch Recycling Corporation ("ABRC"), recycles
aluminum cans and non-refillable bottles in Marion, Ohio and Nashua,
New Hampshire; ABRC's facilities in Hayward, California, Cocoa,
Florida, and Charlotte, North Carolina recycle aluminum beverage cans
and its facility in Bridgeport, New Jersey recycles glass containers
and aluminum cans from curbside collections from municipal systems in
Pennsylvania and New Jersey. In March of 1995, ABRC ceased operation of
its refillable bottle sorting facilities in Marion, Ohio and Nashua,
New Hampshire.
The Company's wholly-owned subsidiary, Busch Agricultural Resources,
Inc. ("BARI"), operates rice drying, milling and research facilities in
Arkansas and California, twelve grain elevators in the western and
midwestern United States, barley seed processing plants in Moorhead,
Minnesota, Fairfield, Montana, Idaho Falls, Idaho, and Powell, Wyoming,
a barley research facility in Colorado, and a wild rice processing
facility in Minnesota. Through wholly-owned subsidiaries, BARI operates
land application farms in Jacksonville, Florida, Robersonville, North
Carolina, Fayetteville, Tennessee, and Fort Collins, Colorado, hop
farms in northern Idaho and Germany, and an international office in Mar
del Plata, Argentina. BARI also owns malt plants in Manitowoc,
Wisconsin, Moorhead, Minnesota, and Idaho Falls, Idaho.
The Company's wholly owned subsidiary, Precision Printing and
Packaging, Inc., produces metalized and paper labels at its plant in
Clarksville, Tennessee and produces plain and printed folding cartons
at its plant in Paris, Texas.
Another wholly-owned subsidiary, Anheuser-Busch Investment Capital
Corporation, shares equity positions with qualified partners in ABI
independent wholesalerships and is currently invested in 20
wholesalerships.
Through other wholly-owned subsidiaries, the Company owns and
operates a marketing communications business (Busch Creative Services
Corporation) and a transportation service business (Manufacturers
Railway Co. and St. Louis Refrigerator Car Co.).
FOOD PRODUCTS
The Company's wholly-owned subsidiary, Campbell Taggart, Inc.
("CTI"), is a holding company whose operating subsidiaries are
principally involved in the production and distribution of baked goods,
refrigerated and frozen dough products, and edible oil products for
sale to retail and food service companies.
CTI's domestic bakery subsidiary operates a total of 40 bread and bun
bakeries, five cake, variety bread and bun and snack food plants, and a
cookie plant; one subsidiary operates three refrigerated dough plants and two
refrigerated salad dressing, snack dips and toppings manufacturing
plants; and one subsidiary operates a refrigerated warehouse in Puerto
Rico. CTI's domestic bakeries and manufacturing plants are located in
19 states. CTI affiliated European companies operate eight bakeries in
Spain, and one refrigerated dough plant in France, and distribute
salted snacks under the Eagle Snacks line in Spain.
The principal products of CTI's baking and refrigerated dough
operations are baked bread, rolls, snack cake and other sweet goods and
crackers, and refrigerated biscuits, rolls, and sweet goods. Baked
products are sold principally on a wholesale basis throughout the
southeast, midwest, and southwest United States (including parts of
California), and in Spain. Refrigerated dough products, most of which
are sold under private or controlled label agreements, are distributed
throughout the United States and in the European Economic Community
("EEC"). The majority of the domestic bakery products are sold under
the brand names Colonial, Rainbo, Ironkids, Break Cake,
Grant's Farm, and Earth Grains. These sales are to grocers,
restaurants, and institutions, in areas generally within a 400 mile
radius of the producing bakery, through a variety of distribution
systems. In the U.S., refrigerated dough product distribution is
principally by direct sales to large wholesale purchasers or through
independent brokers, for delivery by refrigerated tractor-trailer
units. In the EEC, refrigerated dough products are sold principally
through contract packing arrangements with other food companies.
Certain products produced by CTI's bakery subsidiary are also sold on a
retail basis through bakery stores operated by the CTI bakeries.
The bakeries compete with other wholesale bakeries, large grocery
chains that have vertically integrated and in-store bakeries, small
retail bakeries, and with many producers of alternative foods. The
names and number of
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competitors vary from region to region. The refrigerated dough division
competes primarily with Pillsbury Co. (owned by Grand Metropolitan
(U.K.)), the other major company in that industry, and its refrigerated
dough product line competes with other alternative foods. Due to the
seasonality of the industry, sales of CTI's food products were at their
lowest level in the first quarter of 1994 and at their highest in the
fourth quarter. Based upon aggregate sales, the Company believes that
CTI baking and refrigerated dough subsidiaries collectively are the
second largest producer of bread, bread-type products, and refrigerated
dough products in the United States.
The Company's wholly-owned subsidiary, Eagle Snacks, Inc. ("ESI"),
produces and distributes (through ABI's beer distribution network,
independent wholesalers, and CTI) a line of salted snacks, nut items
and cookies under the Eagle Snacks and Cape Cod brand names. In 1994,
through an agreement with Pet, Inc., ESI began distribution of Old El
Paso brand tortilla chips and dip products. ESI products are
distributed nationally and in selected international markets. In 1994,
ESI purchased a snack manufacturing facility in Rockford, Illinois,
which is scheduled to begin production in the first quarter of 1996.
ESI also operates a kettle-cooked chip manufacturing facility in
Hyannis, Massachusetts and snack food manufacturing plants in
Robersonville, North Carolina, Fayetteville, Tennessee, Visalia,
California, and York, Pennsylvania.
The food business is highly competitive. There is intense price,
product, and service competition with respect to all of the Company's
food products. Sales of the Company's food products accounted for
approximately 20% of consolidated net sales dollars in each of the last
three years.
FAMILY ENTERTAINMENT
The Company is active in the family entertainment field, primarily
through its wholly-owned subsidiary, Busch Entertainment Corporation
("BEC"), which currently owns, directly and through subsidiaries, ten
theme parks.
BEC operates Busch Gardens theme parks in Tampa, Florida and
Williamsburg, Virginia, and Sea World theme parks in Orlando, Florida,
San Antonio, Texas, Aurora, Ohio, and San Diego, California. BEC also
operates water park attractions in Tampa, Florida (Adventure Island)
and Williamsburg, Virginia (Water Country, U.S.A.), an educational play
park for children near Philadelphia, Pennsylvania (Sesame Place), the
Baseball City Sports Complex near Orlando, Florida, and Cypress Gardens
in Winter Haven, Florida. In February of 1995, a management group led
by Cypress Gardens' current general manager, announced its intent to
acquire Cypress Gardens from BEC. It is anticipated the sale will be
completed in the spring of 1995. Due to the seasonality of the theme
park business, in 1994 BEC experienced higher revenues in the second
and third quarters and lower revenues in the first and fourth quarters.
Through a Spanish affiliate, the Company also owns a 19.9% equity
interest in Port Aventura, S.A., which is a theme park and resort under
construction near Barcelona, Spain scheduled to open in the spring of
1995.
The Company is also active in the family entertainment field through
its ownership of the St. Louis National Baseball Club, Inc. (St. Louis
Cardinals). The Company faces competition in the family entertainment
field from other theme and amusement parks, public zoos, public parks,
sporting events and other family entertainment events and attractions.
Through its wholly-owned subsidiary, Busch Properties, Inc. ("BPI"),
the Company is engaged in the business of real estate development. BPI
also owns and operates a resort and conference center in Williamsburg,
Virginia (Kingsmill). Through another wholly-owned subsidiary, Civic
Center Corporation, the Company owns Busch Stadium and other properties
in downtown St. Louis.
SOURCES AND AVAILABILITY OF RAW MATERIALS
The products manufactured by the Company require a large volume of
various agricultural products, including barley for malt; hops, malt,
rice, and corn grits for beer; peanuts, cashews, vegetable oils, corn,
flour, and potatoes for the products of ESI; flours, sugars, and
vegetable oils for the bakery products of CTI's subsidiaries; and rice
for the rice milling and packaging operations of BARI. The Company
fulfills its commodities requirements through purchases from various
sources, including purchases from its subsidiaries, through contractual
arrangements, and through purchases on the open market. The Company
believes that adequate supplies of the aforementioned agricultural
products are available at the present time, but cannot predict future
availability or prices of such products and materials. The commodity
markets have experienced and will continue to experience major price
fluctuations. The price and supply of raw materials will be determined
by, among other factors, the level of crop production, weather
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conditions, export demand, and government regulations and legislation
affecting agriculture. The Company requires aluminum can sheet for
manufacture of cans and lids. Although aluminum can sheet prices are
rising, the Company has protected pricing on more than half of its 1995
requirements at levels below the current market price.
ENERGY MATTERS
The Company uses natural gas, fuel oil, and coal as its primary fuel
materials. All of ABI's breweries can operate with either natural gas
or fuel oil. The St. Louis brewery has the additional capability to use
coal. Natural gas is the basic fuel used to fire the ovens in CTI's
bakeries, and gasoline and diesel fuel are used in the route trucks and
tractor-trailer units in distributing CTI's and ESI's products.
Supplies of fuels in quantities sufficient to meet ABI's, CTI's and
ESI's total requirements are expected to be available on a year-round
basis during 1995. In an effort to prepare against possible future
shortages, CTI and its subsidiaries have added standby propane systems
to provide an alternate source of oven fuel and have improved fuel
storage facilities in areas where it is believed most likely that
shortages could occur in the future. The supply of natural gas, fuel
oils and coal is normally covered by yearly contracts and no difficulty
has been experienced in entering into these contracts. The cost of
fuels used by ABI declined in 1994 and is expected to increase slightly
in 1995. Based upon information presently available, there can be no
assurance that adequate supplies of fuel will always be available to
the Company and, should such supplies not be available, the Company's
sales and earnings would be adversely affected.
BRAND NAMES AND TRADEMARKS
Some of the Company's major brand names used in its principal
business segments are mentioned in the discussion above. The Company
regards consumer recognition of and loyalty to all of its brand names
and trademarks as extremely important to the long-term success of its
principal business segments.
RESEARCH AND DEVELOPMENT
The Company is involved in a number of research activities relating
to the development of new products or services or the improvement of
existing products or services. The dollar amounts expended by the
Company during the past three years on such research activities and the
number of employees engaged full time therein during such period,
however, are not considered to be material in relation to the total
business of the Company.
ENVIRONMENTAL PROTECTION
All of the Company's plants are subject to federal, state, and local
environmental protection laws and regulations, and the Company is
operating within existing laws and regulations or is taking action
aimed at assuring compliance therewith. Various proactive strategies
are utilized to help assure this compliance. Compliance with such laws
and regulations is not expected to materially affect the Company's
capital expenditures, earnings, or competitive position. The Company
has devoted considerable effort to research, development and
engineering of cost effective innovative systems to minimize emission
effects on the environment from its operating facilities. A significant
portion of pollution control expenditures in 1994 and projected for
1995 was or will be justified on the basis of cost reduction.
These projects, coupled with an overall Company emphasis on pollution
prevention and resource conservation initiatives, are improving
efficiencies and creating saleable by-products from residuals and have
generally resulted in low cost operating systems while reducing the
quantities of materials entering the air, water, and land environments.
ENVIRONMENTAL PACKAGING LAWS AND REGULATIONS
The states of California, Connecticut, Delaware, Florida, Iowa,
Maine, Massachusetts, Michigan, New York, Oregon, and Vermont, and a
small number of local jurisdictions, have adopted certain restrictive
packaging laws and regulations for beverages that generally require
deposits or advanced disposal fees on packages or restrict certain
packaging options. ABI continues to do business in these states and
local jurisdictions. Such laws have not had a significant effect on
ABI's sales, but have had a significant adverse impact on beer industry
growth and are considered by the Company to be inflationary, costly,
and inefficient for recycling packaging materials. Congress and a
number of additional states continue to consider similar legislation,
the adoption of which by Congress or a substantial number of states or
additional local jurisdictions might require the Company to incur
significant capital expenditures.
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NUMBER OF EMPLOYEES
As of December 31, 1994, the Company had 42,622 employees.
Approximately 12,904 employees are represented by the International
Brotherhood of Teamsters and 7,365 are represented by the Bakery,
Confectionery and Tobacco Workers International Union. Sixteen other
unions represent approximately 2,545 employees. The current labor
agreement between ABI and the Brewery and Soft Drink Workers Conference
of the International Brotherhood of Teamsters, which represents the
majority of brewery workers, expires February 28, 1998.
The Company considers its employee relations to be good.
ITEM 2. PROPERTIES
ABI has thirteen breweries in operation at the present time, located
in St. Louis, Missouri; Newark, New Jersey; Los Angeles and Fairfield,
California; Jacksonville and Tampa, Florida; Houston, Texas; Columbus,
Ohio; Merrimack, New Hampshire; Williamsburg, Virginia; Baldwinsville,
New York; Fort Collins, Colorado; and Cartersville, Georgia. Title to
the Baldwinsville, New York brewery is held by the Onondaga County
Industrial Development Agency ("OCIDA") pursuant to a Sale and Agency
Agreement with ABI, which enabled OCIDA to issue tax exempt pollution
control and industrial development revenue notes and bonds to finance a
portion of the cost of the purchase and modification of the brewery.
The brewery is not pledged or mortgaged to secure any of the notes or
bonds, and the Sale and Agency Agreement with OCIDA gives ABI the
unconditional right to require at any time that title to the brewery be
transferred to ABI. ABI's breweries operated at approximately 95% of
capacity in 1994.
The Company, through wholly-owned subsidiaries, operates malt plants
in Manitowoc, Wisconsin, Moorhead, Minnesota and Idaho Falls, Idaho;
rice mills in Jonesboro, Arkansas and Woodland, California; a wild rice
processing facility in Clearbrook, Minnesota; can manufacturing plants
in Jacksonville, Florida, Columbus, Ohio, Arnold, Missouri, Windsor,
Colorado, Carson, California, Newburgh, New York, Ft. Atkinson,
Wisconsin, Rome, Georgia, and Mira Loma, California; can lid
manufacturing plants in Gainesville, Florida, Oklahoma City, Oklahoma,
and Riverside, California; and snack food production plants in
Robersonville, North Carolina, Hyannis, Massachusetts, Fayetteville,
Tennessee, Visalia, California, and York, Pennsylvania.
BEC operates its principal family entertainment facilities in Tampa,
Florida; Williamsburg, Virginia; San Diego, California; Aurora, Ohio;
Orlando, Florida; San Antonio, Texas; and Winter Haven, Florida. The
Tampa facility is 265 acres, Williamsburg is 364 acres, San Diego is
165 acres, Aurora is 90 acres, Orlando is 224 acres, San Antonio is 496
acres, and the Winter Haven facility is 223 acres.
The Company's wholly-owned subsidiary, CTI, through its domestic
subsidiaries, operates 40 bread and bun bakeries and 12 manufacturing
plants in 19 states. CTI's international subsidiaries own and operate eight
bakeries in Spain and a refrigerated dough manufacturing plant in France.
CTI's domestic bakeries operate at approximately 75% of capacity, which is
about average for the baking industry.
Except for the Baldwinsville brewery, the can manufacturing plants in
Carson, California and in Newburgh, New York, nine CTI facilities, one
ESI plant, and the Sea World park in San Diego, California, all of the
Company's principal properties are owned in fee. The lease for the land
used by the Sea World park in San Diego, California expires in 2033.
Title to six CTI facilities is currently held by development
authorities for the jurisdictions in which the facilities are located
pursuant to Industrial Development Bonds; the remaining CTI facilities
are leased. The Company considers its buildings, improvements, and
equipment to be well maintained and in good condition, irrespective of
dates of initial construction, and adequate to meet the operating
demands placed upon them. The production capacity of each of the
manufacturing facilities is adequate for current needs and, except as
described above, substantially all of each facility's capacity is
utilized.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending or threatened litigation,
the outcome of which would be expected to have a material adverse
effect upon its financial condition or its operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the fourth
quarter ended December 31, 1994.
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EXECUTIVE OFFICERS OF THE REGISTRANT
AUGUST A. BUSCH III (age 57) is presently Chairman of the Board and
President, and Director of the Company and has served in such
capacities since 1977, 1974, and 1963, respectively. Since 1979 he has
also served as Chairman of the Board and Chief Executive Officer of the
Company's subsidiary, Anheuser-Busch, Incorporated. During the past
five years he also served as President of that subsidiary (1987-1990).
JERRY E. RITTER (age 60) is presently Executive Vice President-Chief
Financial and Administrative Officer of the Company and was appointed
to serve in such capacity in 1990. He is also Vice President-Finance of
the Company's subsidiary, Anheuser-Busch, Incorporated, and has served
in such capacity since 1982. During the past five years he also served
as Vice President and Group Executive of the Company (1984-1990).
PATRICK T. STOKES (age 52) is presently Vice President and Group
Executive of the Company and has served in such capacity since 1981. He
is also presently President of the Company's subsidiary, Anheuser-
Busch, Incorporated, and was appointed to serve in such capacity in
1990. During the past five years he also served as Chairman of the
Board and Chief Executive Officer of the Company's subsidiary, Campbell
Taggart, Inc. (1985-1990) and Chairman of the Board and President of
the Company's subsidiary, Eagle Snacks, Inc. (1987-1990).
BARRY H. BERACHA (age 53) is presently Vice President and Group
Executive of the Company and has served in such capacity since 1976. He
is also presently Chairman of the Board and Chief Executive Officer of
the Company's subsidiaries, Campbell Taggart, Inc. and Eagle Snacks,
Inc. and has served in such capacities since September 1993. He is also
Chairman of the Board of the Company's subsidiary, Metal Container
Corporation and has served in such capacity since 1976. During the past
five years he also served as Chief Executive Officer of Metal Container
Corporation (1976-September 1993) and Chairman of the Board and Chief
Executive Officer of the Company's subsidiary, Anheuser-Busch Recycling
Corporation (1978-1993).
JOHN H. PURNELL (age 53) is presently Vice President and Group
Executive of the Company and has served in such capacity since January
1991. He is also Chairman of the Board and Chief Executive Officer of
the Company's subsidiary, Anheuser-Busch International, Inc., and has
served as Chairman since 1980 and as Chief Executive Officer since
January 1991. During the past five years he also served as Senior Vice
President-Corporate Planning and Development (1987-1991).
W. RANDOLPH BAKER (age 48) is presently Vice President and Group
Executive of the Company and has served in such capacity since 1982.
During the past five years he also served as Chairman of the Board and
President of the Company's subsidiaries, Busch Properties, Inc. and
Busch Entertainment Corporation (1978-1991).
STEPHEN K. LAMBRIGHT (age 52) is presently Vice President and Group
Executive of the Company and has served in such capacity since 1984.
RAYMOND E. GOFF (age 49) is presently Senior Vice President-Asia
Pacific and has served in such capacity since April 1994. He is also
Senior Vice President-Asia Pacific of the Company's subsidiary,
Anheuser-Busch International, Inc., and has served in that capacity
since April 1994. During the past five years he also served as Chairman
of the Board and Chief Executive Officer of the Company's subsidiary,
Busch Agricultural Resources, Inc. (1986-April 1994).
JAIME IGLESIAS (age 64) is presently Chairman of the Board of the
Company's subsidiary, Anheuser-Busch Europe, Inc. ("ABEI") and was appointed
to this position in January 1993. Prior to that he served as Chief
Executive Officer (1989-January 1993) and as President (1988-January 1993)
of ABEI. He was appointed President-International Operations of the
Company's subsidiary, Campbell Taggart, Inc. ("CTI"), in 1991 and prior to
that served as Vice President-International (1983-1991). He is also Chairman
and President of CTI's subsidiary, Bimbo S.A., and Senior Vice President-
Europe of the Company's subsidiary, Anheuser-Busch International, Inc.
("ABII"), and has served in such capacities since 1978 and January
1993, respectively. He also served as President and Managing Director-
Europe of ABII (1988-January 1993).
ALOYS H. LITTEKEN (age 54) is presently Vice President-Corporate
Engineering of the Company and has served in such capacity since 1981.
WILLIAM L. RAMMES (age 53) is presently Vice President-Corporate
Human Resources of the Company and has served in such capacity since
June 1992. During the past five years he also served as Vice President-
Operations of the Company's subsidiary, Anheuser-Busch Incorporated
(1990-June 1992).
7
<PAGE> 9
JOHN B. ROBERTS (age 50) is presently Chairman of the Board and
President of the Company's subsidiary, Busch Entertainment Corporation,
and has served in such capacities since June 1992 and May 1991,
respectively. During the past five years he also served as Executive
Vice President and General Manager (1990-May 1991) and Vice President
and General Manager (1987-1990) of Busch Entertainment Corporation.
JOSEPH L. GOLTZMAN (age 53) is presently Vice President and Group
Executive of the Company and has served in such capacity since
September 1993. He is also presently Chairman, Chief Executive Officer
and President of the Company's subsidiary, Anheuser-Busch Recycling
Corporation, President and Chief Executive Officer of the Company's
subsidiary, Metal Container Corporation, and President of the Company's
subsidiary, Metal Label Corporation, and has served in such capacities
since January 1993, September 1993, and 1988, respectively. During the
past five years he also served as President of Anheuser-Busch Recycling
Corporation (1988-December 1992) and Vice President-Recycling and
Metals Planning (January 1992-September 1993) and Director-Metals
Planning and Recycling (1988-December 1991) of the Company.
DONALD W. KLOTH (age 53) is presently Vice President and Group
Executive of the Company and has served in such capacity since April
1994. He is also Chairman of the Board and Chief Executive Officer of
the Company's subsidiary, Busch Agricultural Resources, Inc., and has
served in such capacity since May 1994. During the past five years he
also served as Vice President-Materials Acquisition of the Company
(1983-March 1994) and President of Busch Agricultural Resources, Inc.
(1983-April 1994).
JOHN E. JACOB (age 60) is presently Executive Vice President and
Chief Communications Officer, and a Director of the Company and has
served in such capacities since July 1994 and 1990, respectively. He
also served as President and Chief Executive Officer of the National
Urban League, Inc. (1982-July 1994).
PART II
The information required by Items 5, 6, 7, and 8 of this Part II are
hereby incorporated by reference from pages 33 through 67 of the
Company's 1994 Annual Report to Shareholders.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements with Price Waterhouse LLP, the
Company's independent accountants since 1961, on accounting principles
or practices or financial statement disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required with respect to Directors is hereby
incorporated by reference from pages 3 through 5 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on April 26, 1995. The
information required by this Item with respect to Executive Officers is
presented on pages 7 and 8 of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by
reference from page 7 and pages 14 through 20 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on April 26, 1995.
8
<PAGE> 10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is hereby incorporated by
reference from pages 2 and 6 of the Company's Proxy Statement for the
Annual Meeting of Shareholders on April 26, 1995.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by
reference from pages 20 through 22 of the Company's Proxy Statement for
the Annual Meeting of Shareholders on April 26, 1995.
PART IV
<TABLE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
<CAPTION>
PAGE IN
ANNUAL
REPORT<F*>
-----------
<S> <C>
(a) The following documents are filed as part of this report:
1. Financial Statements:
Consolidated Balance Sheet at December 31, 1994 and 1993....................................................... 44
Consolidated Statement of Income for the three years ended December 31, 1994................................... 45
Consolidated Statement of Changes in Shareholders Equity for the three years ended December 31, 1994........... 46
Consolidated Statement of Cash Flows for the three years ended December 31, 1994............................... 47
Notes to Consolidated Financial Statements..................................................................... 48-61
Report of Independent Accountants.............................................................................. 66
Report of Independent Accountants on Financial Statement Schedule
2. Financial Statement Schedule For the Years 1994, 1993, and 1992:
Valuation and qualifying accounts and reserves (Schedule VIII)
</TABLE>
3. Exhibits
Exhibit 3.1 - Restated Certificate of Incorporation with
amendments.
Exhibit 3.2 - Certificate of Designation, Rights and
Preferences of the Series C Convertible
Preferred Stock of the Company dated November 3,
1989. (Incorporated by reference to Exhibit 3.2
to Form 10-K for the fiscal year ended December
31, 1990.)
Exhibit 3.3 - By-Laws of the Company (as amended and restated
October 27, 1993). (Incorporated by reference to
Exhibit 3 to Form 10-Q for the quarter ended
September 30, 1993.)
Exhibit 4.1 - Form of Rights Agreement, dated as of December
18, 1985 between Anheuser-Busch Companies, Inc.
and Centerre Trust Company of St. Louis (now
Boatmen's Trust Company), as amended and
restated as of December 17, 1986. (Incorporated
by reference to Exhibit 4.1 to Form 10-K for the
fiscal year ended December 31, 1993.)
Exhibit 4.2 - Form of Rights Agreement, dated as of October
26, 1994 between Anheuser-Busch Companies, Inc.
and Boatmen's Trust Company. (Incorporated by
reference to Exhibit 4 to Form 8-K filed
November 7, 1994.)
- - -----
[FN]
<F*>Incorporated by reference from the indicated pages of the 1994 Annual
Report to Shareholders.
9
<PAGE> 11
Exhibit 4.3 - No instruments defining the right of holders of
long-term debt are filed since the total amount
of securities authorized under any such
instrument does not exceed 10% of the assets of
the Company on a consolidated basis. The Company
agrees to furnish copies of such instruments to
the Securities and Exchange Commission upon
request.
Exhibit 10.1 - Anheuser-Busch Companies, Inc. Deferred
Compensation Plan for Non-Employee Directors (as
amended and restated February 22, 1989.)
Exhibit 10.2 - First Amendment to Anheuser-Busch Companies,
Inc. Deferred Compensation Plan for Non-Employee
Directors (as amended and restated February 22,
1989) effective April 24, 1991. (Incorporated by
reference to Exhibit 10.2 to Form 10-K for the
fiscal year ended December 31, 1991.)<F*>
Exhibit 10.3 - Second Amendment to Anheuser-Busch Companies,
Inc. Deferred Compensation Plan for Non-Employee
Directors (as amended and restated February 22,
1989) effective January 1, 1994. (Incorporated
by reference to Exhibit 10.3 to Form 10-K for
the fiscal year ended December 31, 1993.)<F*>
Exhibit 10.4 - Anheuser-Busch Companies, Inc. Retirement
Program for Non-Employee Directors.
(Incorporated by reference to Exhibit 10.1 to
Registration Statement on Form S-14 filed
September 14, 1982.)<F*>
Exhibit 10.5 - Anheuser-Busch Companies, Inc. 1981 Incentive
Stock Option/Non-Qualified Stock Option Plan (as
amended December 18, 1985, December 16, 1987,
December 20, 1988 and July 22, 1992.)
(Incorporated by reference to Exhibit 10.4 to
Form 10-K for the fiscal year ended December 31,
1992.)<F*>
Exhibit 10.6 - Excerpts from resolutions adopted by the
Anheuser-Busch Companies, Inc. Board of
Directors on September 22, 1993 amending the
Anheuser-Busch Companies, Inc. 1981 Incentive
Stock Option/Non-Qualified Stock Option Plan.
(Incorporated by reference to Exhibit 10.6 to
Form 10-K for the fiscal year ended December 31,
1993.)<F*>
Exhibit 10.7 - Anheuser-Busch Companies, Inc. 1981 Non-
Qualified Stock Option Plan (as amended December
18, 1985, June 24, 1987, December 20, 1988 and
July 22, 1992.) (Incorporated by reference to
Exhibit 10.5 to Form 10-K for the fiscal year
ended December 31, 1992.)<F*>
Exhibit 10.8 - Anheuser-Busch Companies, Inc. 1989 Incentive
Stock Plan (as amended December 20, 1989,
December 19, 1990 and December 15, 1993.)
(Incorporated by reference to Exhibit 10.8 to
Form 10-K for the fiscal year ended December 31,
1993.)<F*>
Exhibit 10.9 - Anheuser-Busch Companies, Inc. Excess Benefit
Plan amended and restated effective as of
October 1, 1993.<F*>
Exhibit 10.10- Anheuser-Busch Companies, Inc. Supplemental
Executive Retirement Plan amended and restated
as of October 1, 1993.<F*>
Exhibit 10.11- First Amendment to the Anheuser-Busch Companies,
Inc. Supplemental Executive Retirement Plan as
amended and restated October 1, 1993 effective
as of December 14, 1994.<F*>
Exhibit 10.12- Anheuser-Busch Executive Deferred Compensation
Plan effective January 1, 1994. (Incorporated by
reference to Exhibit 10.16 to Form 10-K for the
fiscal year ended December 31, 1993.)<F*>
Exhibit 10.13- First Amendment to Anheuser-Busch Executive
Deferred Compensation Plan effective April 1,
1994.<F*>
Exhibit 10.14- Anheuser-Busch 401(k) Restoration Plan effective
January 1, 1994 (true and correct as of February
6, 1995).<F*>
10
<PAGE> 12
Exhibit 10.15- Form of Indemnification Agreement with Directors
and Executive Officers. (Incorporated by
reference to Exhibit 10.18 to Form 10-K for the
fiscal year ended December 31, 1993.)<F*>
Exhibit 10.16- Anheuser-Busch Officer Bonus Plan effective
January 1, 1995. (Incorporated by reference to
Exhibit A to the Definitive Proxy Statement for
Annual Meeting of Shareholders on April 26,
1995.)<F*>
Exhibit 10.17- Investment Agreement By and Among Anheuser-Busch
Companies, Inc., Anheuser-Busch International,
Inc. and Anheuser-Busch International Holdings,
Inc. and Grupo Modelo, S.A. de C.V., Diblo, S.A.
de C.V. and certain shareholders thereof, dated
as of June 16, 1993. (Incorporated by reference
to Exhibit 10.19 to Form 10-K for the fiscal
year ended December 31, 1993.)
Exhibit 10.18- Letter agreement between Anheuser-Busch
Companies, Inc. and the Controlling Shareholders
regarding Section 5.5 of the Investment
Agreement filed as Exhibit 10.17 of this report.
(Incorporated by reference to Exhibit 10.20 to
Form 10-K for the fiscal year ended December 31,
1993.)
Exhibit 12 - Ratio of Earnings to Fixed Charges.
Exhibit 13 - Pages 33 through 67 of the Anheuser-Busch
Companies, Inc. 1994 Annual Report to
Shareholders, a copy of which is furnished for
the information of the Securities and Exchange
Commission. Portions of the Annual Report not
incorporated herein by reference are not deemed
"filed" with the Commission.
Exhibit 21 - Subsidiaries of the Company
Exhibit 23 - Consent of Independent Accountants, filed as
page 16 of this report.
Exhibit 27 - Financial Data Schedules
- - -----
[FN]
<F*> A management contract or compensatory plan or arrangement required to
be filed by Item 14(c) of this report.
(b) Reports on Form 8-K
The following report on Form 8-K was filed during the fourth quarter
of 1994:
Form 8-K dated October 26, 1994 filed on November 7, 1994
consisting of the following: Item 5. Other Events (Rights Agreement)
and Item 7. Financial Statements and Exhibits (Exhibit 4-Rights
Agreement).
11
<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ANHEUSER-BUSCH COMPANIES, INC.
...................................
(Registrant)
By AUGUST A. BUSCH III
...................................
August A. Busch III
Chairman of the
Board and President
Date: March 22, 1995
<TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
<S> <C> <C>
AUGUST A. BUSCH III Chairman of the Board and President and March 22, 1995
- - -------------------------------------------------------------- Director (Principal Executive Officer)
(August A. Busch III)
JERRY E. RITTER Executive Vice President-Chief Financial March 22, 1995
- - -------------------------------------------------------------- and Administrative Officer (Principal
(Jerry E. Ritter) Financial Officer)
GERALD C. THAYER Vice President and Controller (Principal March 22, 1995
- - -------------------------------------------------------------- Accounting Officer)
(Gerald C. Thayer)
Director March 22, 1995
- - --------------------------------------------------------------
(Pablo Aramburuzabala O.)
RICHARD T. BAKER Director March 22, 1995
- - --------------------------------------------------------------
(Richard T. Baker)
ANDREW B. CRAIG III Director March 22, 1995
- - --------------------------------------------------------------
(Andrew B. Craig III)
BERNARD A. EDISON Director March 22, 1995
- - --------------------------------------------------------------
(Bernard A. Edison)
PETER M. FLANIGAN Director March 22, 1995
- - --------------------------------------------------------------
(Peter M. Flanigan)
JOHN E. JACOB Director March 22, 1995
- - --------------------------------------------------------------
(John E. Jacob)
CHARLES F. KNIGHT Director March 22, 1995
- - --------------------------------------------------------------
(Charles F. Knight)
VERNON R. LOUCKS, JR. Director March 22, 1995
- - --------------------------------------------------------------
(Vernon R. Loucks, Jr.)
12
<PAGE> 14
VILMA S. MARTINEZ Director March 22, 1995
- - --------------------------------------------------------------
(Vilma S. Martinez)
SYBIL C. MOBLEY Director March 22, 1995
- - --------------------------------------------------------------
(Sybil C. Mobley)
JAMES B. ORTHWEIN Director March 22, 1995
- - --------------------------------------------------------------
(James B. Orthwein)
DOUGLAS A. WARNER III Director March 22, 1995
- - --------------------------------------------------------------
(Douglas A. Warner III)
WILLIAM H. WEBSTER Director March 22, 1995
- - --------------------------------------------------------------
(William H. Webster)
Director March 22, 1995
- - --------------------------------------------------------------
(Edward E. Whitacre, Jr.)
13
<PAGE> 15
</TABLE>
<TABLE>
ANHEUSER-BUSCH COMPANIES, INC.
INDEX TO FINANCIAL STATEMENT SCHEDULES
<CAPTION>
PAGE
----
<S> <C>
Report of independent accountants on Financial Statement Schedule...................................... 15
Consent of independent accountants..................................................................... 16
Financial schedule for the years 1994, 1993 and 1992:
Valuation and qualifying accounts and reserves (Schedule VIII)....................................... 17
</TABLE>
All other schedules are omitted because they are not applicable or
the required information is shown in the financial statements or notes
thereto.
Separate financial statements of subsidiaries not consolidated have
been omitted because, in the aggregate, the proportionate shares of
their profit before income taxes and total assets are less than 20% of
the respective consolidated amounts, and investments in such companies
are less than 20% of consolidated total assets.
14
<PAGE> 16
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Anheuser-Busch Companies, Inc.
Our audits of the consolidated financial statements referred to in our
report dated February 6, 1995 appearing on page 66 of the 1994 Annual
Report to Shareholders of Anheuser-Busch Companies, Inc. (which report
and consolidated financial statements are incorporated by reference in
this Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedule listed in Item 14(a) of this Form 10-K. In
our opinion, the Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
PRICE WATERHOUSE LLP
St. Louis, Missouri
February 6, 1995
15
<PAGE> 17
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No.
33-49051) and in the Registration Statements on Forms S-8 (No. 2-71762,
No. 2-77829, No. 33-4664, No. 33-36132, No. 33-39714, No. 33-39715, No.
33-46846, No. 33-53333, and No. 33-53829) of Anheuser-Busch Companies,
Inc. of our report dated February 6, 1995 appearing on page 66 of the
Annual Report to Shareholders which is incorporated in this Annual
Report on Form 10-K. We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears on
page 15 of this Form 10-K.
PRICE WATERHOUSE LLP
St. Louis, Missouri
March 22, 1995
16
<PAGE> 18
<TABLE>
ANHEUSER-BUSCH COMPANIES, INC.
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN MILLIONS)
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Reserve for doubtful accounts (deducted from related assets):
Balance at beginning of period.......................................... $ 6.7 $ 4.9 $ 5.5
Additions charged to costs and expenses................................. 2.7 3.8 1.3
Additions (recoveries of uncollectible accounts previously written off). .7 1.2 .7
Deductions (uncollectible accounts written off)........................ (2.4) (3.2) (2.6)
------ ------ -----
Balance at end of period................................................ $ 7.7 $ 6.7 $ 4.9
===== ====== =====
Deferred income tax asset valuation allowance under FAS 109:
Balance at beginning of period.......................................... $41.0 $ 35.6 $36.8
Additions to valuation allowance charged to costs and expenses.......... 18.2 16.3 5.1
Deductions from valuation allowance (utilizations and expirations)...... (.9) (10.9) (6.3)
------ ------ -----
Balance at end of period................................................ $58.3 $ 41.0 $35.6
===== ====== =====
</TABLE>
17
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- - ----------- -------
3.1 Restated Certificate of Incorporation with amendments.
10.1 Anheuser-Busch Companies, Inc. Deferred Compensation
Plan for Non-Employee Directors (as amended and
restated February 22, 1989.)
10.9 Anheuser-Busch Companies, Inc. Excess Benefit Plan amended
and restated effective as of October 1, 1993.
10.10 Anheuser-Busch Companies, Inc. Supplemental Executive
Retirement Plan amended and restated as of October 1, 1993.
10.11 First Amendment to the Anheuser-Busch Companies, Inc.
Supplemental Executive Retirement Plan as amended and
restated October 1, 1993 effective as of December 14, 1994.
10.13 First Amendment to Anheuser-Busch Executive Deferred
Compensation Plan effective April 1, 1994.
10.14 Anheuser-Busch 401(k) Restoration Plan effective
January 1, 1994 (true and correct as of February 6, 1995).
12 Ratio of Earnings to Fixed Charges.
13 Pages 33 through 67 of the Anheuser-Busch Companies, Inc.
1994 Annual Report to Shareholders, a copy of which
is furnished for the information of the Securities and
Exchange Commission. Portions of the Annual Report not
incorporated herein by reference are not deemed "filed"
with the Commission.
21 Subsidiaries of the Company
27 Financial Data Schedules
EX-3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
ANHEUSER-BUSCH COMPANIES, INC.
ANHEUSER-BUSCH COMPANIES, INC. was incorporated under the name ABC
ACQUISITION COMPANY, and its original certificate of incorporation was
filed with the Secretary of State of Delaware on February 21, 1979. This
Restated Certificate of Incorporation was duly adopted by the sole
stockholder of the corporation on February 28, 1979, in the manner and by
the vote prescribed by Sections 242 and 245 of the General Corporation Law
of the State of Delaware.
FIRST. The name of the Corporation is Anheuser-Busch Companies, Inc.
SECOND. The address of the Corporation's registered office in the
State of Delaware is 100 West Tenth Street, City of Wilmington, County of
New Castle. The name of the Corporation's registered agent at such address
is The Corporation Trust Company.
THIRD. The purpose for which the Corporation is formed is to engage
in any lawful act or activity for which corporations may be organized under
the General Corporation Law of Delaware.
FOURTH. The aggregate number of shares which the Corporation shall
have authority to issue is 140,000,000, 40,000,000 of which shares shall be
Preferred Stock having a par value of $1 per share and 100,000,000 of which
shares shall be Common Stock having a par value of $1 per share. A
description of each of such classes of stock and the designations and the
powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, of each class of stock of the Corporation which are
fixed by this Restated Certificate of Incorporation, and the express grant
of authority to the Board of Directors to fix by resolution or resolutions
the designations and the powers, preferences and rights of each other
class, and the qualifications, limitations or restrictions thereof, are as
follows:
1. The Board of Directors shall have authority, by resolution or
resolutions, at any time and from time to time to divide and establish any
or all of the unissued shares of Preferred Stock not then allocated to any
series of Preferred Stock into one or more series, and, without limiting
the generality of the foregoing, to fix and determine the designation of
each such series, the number of shares which shall constitute such series
and the following relative rights and preferences of the shares of each
series so established:
(a) the annual dividend rate payable on shares of such series,
the time of payment thereof, whether such dividends shall be
cumulative or non-cumulative, and the date or dates from which any
cumulative dividends shall commence to accrue;
(b) the price or prices at which and the terms and conditions, if
any, on which shares of such series may be redeemed;
(c) the amounts payable upon shares of such series in the event
of the voluntary or involuntary dissolution, liquidation or winding-up
of the affairs of the Corporation;
(d) the sinking fund provisions, if any, for the redemption or
purchase of shares of such series;
(e) the extent of the voting powers, if any, of the shares of
such series;
(f) the terms and conditions, if any, on which shares of such
series may be converted into shares of stock of the Corporation of any
other class or classes or into shares of any other series of the same
or any other class or classes;
(g) whether, and if so the extent to which, shares of such series
may participate with the Common Stock in any dividends in excess of
the preferential dividend fixed for shares of such series or in any
distribution of the assets of the Corporation, upon a liquidation,
dissolution or winding-up thereof, in excess of the preferential
amount fixed for shares of such series; and
(h) any other designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, of shares of such series not
fixed and determined by law or in this Restated Certificate of
Incorporation.
2. Each series of Preferred Stock shall be so designated as to
distinguish the shares thereof from the shares of all other series.
Different series of Preferred Stock shall not be considered to constitute
different classes of shares for the purpose of voting by classes except as
otherwise fixed by the Board of Directors with respect to any series at the
time of the creation thereof.
3. So long as any shares of Preferred Stock are outstanding, the
Corporation shall not declare and pay or set apart for payment any
dividends (other than dividends payable in Common Stock or other stock of
the Corporation ranking junior to the Preferred Stock as to dividends) or
make any other distribution on such junior stock, if at the time of making
such declaration, payment or distribution the Corporation shall be in
default with respect to any dividend payable on, or any obligation to
retire, shares of Preferred Stock.
4. Subject to such limitations, if any, as may be contained in the
resolution or resolutions providing for the issue of Preferred Stock of any
series adopted by the Board of Directors, shares of Preferred Stock
purchased, redeemed or otherwise acquired by the Corporation (excepting
shares of such stock acquired on the conversion or exchange thereof into or
for other shares of the Corporation) (a) shall, upon the filing by the
Corporation of a Certificate pursuant to Delaware law reducing its capital
in respect of such shares, have the status of authorized and unissued
shares of Preferred Stock and may be reissued by the Corporation at any
time as shares of any series of Preferred Stock and (b) shall, unless and
until a certificate with respect thereto is filed as aforesaid, constitute
treasury stock; and shares of Preferred Stock acquired on the conversion or
exchange thereof into or for other shares of the Corporation shall, after
such conversion or exchange, have the status of authorized and unissued
shares of Preferred Stock and may be reissued by the Corporation at any
time as shares of any series of Preferred Stock.
5. Subject to the provisions of any applicable law or the By-Laws of
the Corporation as from time to time amended with respect to the closing of
the transfer books or the fixing of a record date for the determination of
stockholders entitled to vote, and except as otherwise provided by law or
in resolutions of the Board of Directors establishing any series of
Preferred Stock pursuant to this Article, the holders of outstanding shares
of Common Stock of the Corporation shall exclusively possess the voting
power for the election of directors and for all other purposes, each holder
of record of shares of Common Stock of the Corporation being entitled to
one vote for each share of such stock standing in such holder's name on the
books of the Corporation.
FIFTH. The number, classification and qualifications of directors
shall be determined as provided in the By-Laws.
SIXTH. The Board of Directors of the Corporation shall have the
power, without the assent or vote of the stockholders, to make By-Laws for
the Corporation, and to amend, alter or repeal the same.
SEVENTH. The Corporation reserves the right to amend, alter, change
or repeal any provisions contained in this Restated Certificate of
Incorporation in the manner now or hereafter prescribed by the statutes of
the State of Delaware and this Restated Certificate of Incorporation, and
all rights herein conferred on officers, directors and stockholders are
expressly subject to this reservation.
In Witness Whereof, ANHEUSER-BUSCH COMPANIES, INC. has caused this
Restated Certificate of Incorporation to be signed by August A. Busch III,
its Chairman of the Board and President and attested by John L. Hayward,
its Secretary, under the seal of the Corporation this 20th day of
September, 1979. ----
- - ---------
/s/August A. Busch III (L.S.)
----------------------
President
Attest
/s/John L. Hayward (L.S.)
- - ------------------
Secretary
2
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
ANHEUSER-BUSCH COMPANIES, INC.
------------------------------
The undersigned, John L. Hayward, a Vice President of Anheuser-Busch
Companies, Inc., a Delaware corporation (the "Corporation"), and Richard A.
Schwartz, an Assistant Secretary of the Corporation, hereby certify as
follows:
1. The Restated Certificate of Incorporation of the Corporation was
filed with the Secretary of State of Delaware on September 25, 1979.
2. The Board of Directors of the Corporation having adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring its advisability and directing
that it be considered at the next annual meeting of the stockholders of the
Corporation, and, at the annual meeting of the stockholders held on April
27, 1983, the proposed amendment having been approved by the holders of a
majority of the outstanding shares of (i) the Common Stock of the
Corporation and (ii) the Common Stock and the Series A Convertible
Preferred Stock of the Corporation, voting as a single class, the said
amendment, set forth in paragraph 3 of this Certificate, was duly adopted
in accordance with the provisions of Section 242 of the General Corporation
Law of Delaware.
3. Pursuant to said resolution of the Board of Directors of the
Corporation and such approval by the stockholders, the Certificate of
Incorporation of the Corporation is hereby amended by deleting the first
sentence of Article "FOURTH" thereof, and substituting therefor the
following: --------
FOURTH: The aggregate number of shares which the Corporation
shall have authority to issue is 240,000,000, 40,000,000 of which
shares shall be Preferred Stock having a par value of $1 per share,
and 200,000,000 of which shares shall be Common Stock having a par
value of $1 per share.
The undersigned do make this certificate and do hereby declare and
certify, under penalties of perjury, that this certificate is the act and
deed of the Corporation and that the facts stated herein are true, and
accordingly do hereunto set their hands this 27th day of April, 1983.
/s/John L. Hayward
-------------------------------
John L. Hayward, Vice President
[SEAL]
Attest:
/s/Richard A. Schwartz
- - ----------------------------------------
Richard A. Schwartz, Assistant Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
ANHEUSER-BUSCH COMPANIES, INC.
ANHEUSER-BUSCH COMPANIES, INC., a Corporation organized and existing
under the laws of the State of Delaware, does hereby certify:
FIRST: That Article FIFTH of the Restated Certificate of
Incorporation of Anheuser-Busch Companies, Inc. is hereby amended in its
entirety to read as set forth on Exhibit A hereto.
SECOND: That the Restated Certificate of Incorporation of Anheuser-
Busch Companies, Inc. is hereby amended to add a new Article EIGHTH, a copy
of which is set forth on Exhibit B hereto.
THIRD: That the foregoing amendments to the Restated Certificate of
Incorporation of Anheuser-Busch Companies, Inc. have been duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, ANHEUSER-BUSCH COMPANIES, INC. has caused this
Certificate of Amendment to be signed by John L. Hayward, its Vice
President and Secretary, and attested by JoBeth Brown, its Assistant
Secretary, under the seal of the Corporation this 24th day of April 1985.
ANHEUSER-BUSCH COMPANIES, INC.
[Corporate Seal]
By: /s/John L. Hayward
-----------------------------
John L. Hayward
Vice President
and Secretary
Attest:
/s/JoBeth Brown
- - --------------------------
JoBeth Brown
Assistant Secretary 2
<PAGE>
EXHIBIT A TO CERTIFICATE
OF AMENDMENT
------------------------
FIFTH. The business and affairs of the Corporation shall be managed
by or under the direction of a Board of Directors consisting of not less
than three nor more than twenty-one directors, the exact number of
directors to be determined from time to time by resolution adopted by the
affirmative vote of a majority of the entire Board of Directors. The
directors shall be divided into three groups, designated Group I, Group II
and Group III. Each group of directors shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the
entire Board of Directors and shall serve for a three-year term.
At each annual meeting of shareholders, successors to the group of
directors whose term expires at that annual meeting shall be elected for a
three-year term. If the number of directors is changed, any increase or
decrease shall be apportioned among the groups so as to maintain the number
of directors in each group as nearly equal as possible, and any additional
director of any group elected to fill a vacancy resulting from an increase
in such group shall hold office for a term that shall coincide with the
remaining term of that group, but in no case will a decrease in the number
of directors shorten the term of any incumbent director.
A director shall hold office until the annual meeting for the year in
which his or her term expires and until his or her successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. Any vacancy on the
Board of Directors that results from an increase in the number of directors
may be filled by a majority of the Board of Directors then in office,
provided that a quorum is present, and any other vacancy occurring in the
Board of Directors may be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy not resulting from an increase in the
number of directors shall have the same remaining term as that of his or
her predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred or preference stock issued by the
Corporation shall have the right, voting separately by class or series, to
elect directors at an annual or special meeting of shareholders, the
election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of this Restated Certificate
of Incorporation applicable thereto.
<PAGE>
EXHIBIT B TO CERTIFICATE
OF AMENDMENT
------------------------
EIGHTH. A. In addition to any affirmative vote required by law, any
other provision of this Restated Certificate of Incorporation, the By-laws
of the Corporation or otherwise, and except as otherwise expressly provided
in Sections B or C of this Article EIGHTH, a Business Transaction with or a
Stock Repurchase from, or proposed by or on behalf of, an Interested
Shareholder or an Affiliate or Associate of an Interested Shareholder shall
require the approval by not less than a majority vote of the holders of
all of the Corporation's outstanding Voting Stock, voting together as a
single class, which is beneficially owned by persons other than such
Interested Shareholder and its Affiliates and Associates. Such affirmative
vote shall be required notwithstanding the fact that no vote may otherwise
be required, or that a lesser percentage or separate class vote may be
required, by law, any other provision of this Restated Certificate of
Incorporation, the By-laws of the Corporation or otherwise.
B. The provisions of Section A of this Article EIGHTH shall not be
applicable to any Business Transaction involving an Interested Shareholder
or an Affiliate or Associate of an Interested Shareholder, and such
Business Transaction shall require only such affirmative vote, if any, as
is required by law, any other provision of this Restated Certificate of
Incorporation, the By-laws of the Corporation or otherwise, if all of the
conditions specified in either of the following Paragraphs 1 or 2 are met:
1. The Business Transaction shall have been approved (or shall
have been effected in accordance with a written agreement approved) by
a majority of the Disinterested Directors, whether such approval is
given prior to or subsequent to the acquisition of beneficial
ownership of the Voting Stock that caused such Interested Shareholder
to become an Interested Shareholder. A Business Transaction with an
Interested Shareholder or an Affiliate or an Associate of an
Interested Shareholder shall be deemed to have been approved by a
majority of the Disinterested Directors if such Business Transaction
either (i) was expressly approved (or the agreement pursuant to which
it was effected was expressly approved) by a majority of Disinterested
Directors, or (ii) is within a category of Business Transactions with
such Interested Shareholder or its Affiliates or Associates authorized
to be entered into by a resolution or resolutions adopted by, and not
subsequently rescinded by, a majority of Disinterested Directors.
2. The Business Transaction is a Business Combination and all of
the following conditions shall have been met:
a. The aggregate amount of cash and the Fair Market Value as
of the date of the consummation of the Business Transaction of
consideration other than cash to be received per share by holders
of the Corporation's Common Stock in such Business Transaction
shall be at least equal to the highest amount determined under
clauses (i) and (ii) below:
(i) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by
or on behalf of such Interested Shareholder or any Affiliate or
Associate of such Interested Shareholder for any shares of Common
Stock in connection with the acquisition by such Interested
Shareholder or any such Affiliate or Associate of beneficial
ownership of shares of Common Stock within (x) the two-year
period immediately prior to the first public announcement of the
proposed Business Transaction (the "Announcement Date"), or (y)
in the transaction in which such Interested Shareholder became an
Interested Shareholder, whichever is higher; and
(ii) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which such Interested
Shareholder became an Interested Shareholder (the "Determination
Date"), whichever is higher.
b. The aggregate amount of cash and the Fair Market Value as
of the date of the consummation of the Business Transaction of
consideration other than cash to be received per share by holders
of shares of any class or series of outstanding Capital Stock
other than Common Stock shall be at least equal to the highest
amount determined under clauses (i), (ii) and (iii) below:
(i) the highest per share price (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by
or on behalf of such Interested Shareholder or any Affiliate or
Associate of such Interested Shareholder for any shares of such
class or series of Capital Stock in connection with the
acquisition by such Interested Shareholder or any such Affiliate
or Associate of beneficial ownership of shares of such class or
series of Capital Stock (x) within the two-year period
immediately prior to the Announcement Date, or (y) in the
transaction in which such Interested Shareholder became an
Interested Shareholder, whichever is higher;
(ii) the Fair Market Value per share of such class or series of
Capital Stock on the Announcement Date or on the Determination
Date, whichever is higher; and
(iii) the highest preferential amount per share, if any, to
which the holders of shares of such class or series of Capital
Stock would be entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, regardless of whether the Business
Transaction to be consummated constitutes such an event.
The provisions of this Paragraph 2.b shall be required to be met
with respect to every class or series of outstanding Capital Stock,
whether or not such Interested Shareholder or any Affiliate or
Associate of such Interested Shareholder has previously acquired
beneficial ownership of any shares of the particular class or series
of Capital Stock.
c. The consideration to be received by holders of a particular
class or series of outstanding Capital Stock shall be in cash or
in the same form as previously has been paid by or on behalf of
such Interested Shareholder and its Affiliates and Associates in
connection with their direct or indirect acquisition of
beneficial ownership of shares of such class or series of Capital
Stock. If the consideration so paid for shares of any class or
series of Capital Stock varied as to form, the form of
consideration for such class or series of Capital Stock shall be
either cash or the form used to acquire beneficial ownership of
the largest number of shares of such class or series of Capital
Stock previously acquired by such Interested Shareholder and its
Affiliates and Associates. The prices determined in accordance
with Paragraphs 2.a and 2.b of this Section B shall be subject to
an appropriate adjustment in the event of any stock dividend,
stock split, combination of shares or similar event.
d. After the Determination Date and prior to the consummation
of such Business Transaction: (i) except as approved by a
majority of the Disinterested Directors, there shall have been no
failure to declare and pay at the regular date therefor any full
quarterly dividends (whether or not cumulative) payable in
accordance with the terms of any outstanding Capital Stock; (ii)
there shall have been no reduction in the annual rate of
dividends paid on the Common Stock (except as necessary to
reflect any stock split, stock dividend or subdivision of the
Common Stock), except as approved by a majority of the
Disinterested Directors; (iii) there shall have been an increase
in the annual rate of dividends paid on the Common Stock as
necessary to reflect any reclassification (including any reverse
stock split), recapitalization, reorganization or any similar
transaction that has the effect of reducing the number of
outstanding shares of Common Stock, unless the failure so to
increase such annual rate is approved by a majority of the
Disinterested Directors; and (iv) neither such Interested
Shareholder nor any Affiliate or Associate of such Interested
Shareholder shall have become the beneficial owner of any
additional shares of Capital Stock except as part of the
transaction that results in such Interested Shareholder becoming
an Interested Shareholder and except in a transaction that, after
giving effect thereto, would not result in any increase in such
Interested Shareholder's or any such Affiliate's or Associate's
percentage beneficial ownership of any class or series of Capital
Stock.
e. A proxy or information statement describing the proposed
Business Transaction and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder (the "Act") (or any subsequent provisions replacing
such Act, rules or regulations) shall be mailed to all
shareholders of the Corporation at least 30 days prior to the
consummation of such Business Transaction (whether or not such
proxy or information statement is required to be mailed pursuant
to such Act or subsequent provisions). The proxy or information
statement shall contain on the first page thereof, in a prominent
place, any statement as to the advisability (or inadvisability)
of the Business Transaction that the Disinterested Directors, or
any of them, may choose to make and, if deemed advisable by a
majority of the Disinterested Directors, the opinion of an
investment banking firm selected by a majority of the
Disinterested Directors as to the fairness (or not) of the terms
of the Business Transaction from a financial point of view to the
holders of the outstanding shares of Capital Stock other than
such Interested Shareholder and its Affiliates or Associates,
such investment banking firm to be paid a reasonable fee for its
services by the Corporation.
C. The provisions of Section A of this Article EIGHTH shall not be
applicable to a Stock Repurchase with, or proposed by or on behalf of, an
Interested Shareholder or an Affiliate or Associate of an Interested
Shareholder, and such Stock Repurchase shall require only such affirmative
vote, if any, as is required by law, any other provision of this Restated
Certificate of Incorporation, the By-laws of the Corporation or otherwise,
if the conditions specified in either of the following Paragraphs 1 or 2
are met:
1. The Stock Repurchase is made pursuant to a tender offer or
exchange offer for a class of Capital Stock made available on the same
basis to all holders of such class of Capital Stock.
2. The Stock Repurchase is made pursuant to an open market purchase
program approved by a majority of the Disinterested Directors,
provided that such repurchase is effected on the open market and is
not the result of a privately negotiated transaction.
D. For the purposes of this Article EIGHTH:
1. The Term "Business Transaction" shall mean:
a. any merger or consolidation of the Corporation with, or any
sale or transfer of all or substantially all of the Corporation's
assets to, (i) any Interested Shareholder or (ii) any other
corporation (whether or not itself an Interested Shareholder) which is
or after such merger, consolidation, sale or transfer would be an
Affiliate or Associate of an Interested Shareholder, or any
liquidation or dissolution of the Corporation (any such merger,
consolidation, sale, transfer, liquidation or dissolution being
referred to herein as a "Business Combination"); and
b. any other transaction (other than a Stock Repurchase) between
the Corporation or any Subsidiary, on the one hand, and any Interested
Shareholder or any Affiliate or Associate of an Interested
Shareholder, on the other hand, and any amendment to the By-laws of
the Corporation proposed by or on behalf of any Interested Shareholder
or any Affiliate or Associate of an Interested Shareholder; and
c. any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation), or any merger or
consolidation of the Corporation with any Subsidiary, or any other
transaction (whether or not with or otherwise involving an Interested
Shareholder) that has the effect, directly or indirectly, of
increasing the percentage beneficial ownership of any class or series
of Capital Stock held by, or the voting power with respect to the
Corporation of, any Interested Shareholder or any Affiliate or
Associate of any Interested Shareholder; or
d. any agreement, contract or other arrangement providing for any
one or more of the actions specified in the foregoing clauses a. to c.
2. The term "Stock Repurchase" shall mean any repurchase by the
Corporation or any Subsidiary of any shares of Capital Stock at a price
greater than the then Fair Market Value of such shares from an Interested
Shareholder or an Affiliate or Associate of an Interested Shareholder if
beneficial ownership of one-quarter or more of all shares of Capital Stock
beneficially owned by such Interested Shareholder and its Affiliates and
Associates were acquired (disregarding shares acquired as part of a pro-
rata stock dividend or stock split) within a period of less than two years
prior to the date of such repurchase (or the date of an agreement in
respect thereof).
3. The term "Capital Stock" shall mean all capital stock of the
Corporation authorized to be issued from time to time under Article FOURTH
of this Restated Certificate of Incorporation, and the term "Voting Stock"
shall mean all Capital Stock which by its terms may be voted on all matters
submitted to shareholders of the Corporation generally.
4. The term "person" shall mean any individual, firm, corporation or
other entity and shall include any group comprised of any person and any
other person with whom such person or any Affiliate or Associate of such
person has any agreement, arrangement or understanding, directly or
indirectly, for the purpose of acquiring, holding, voting or disposing of
Capital Stock.
5. The term "Interested Shareholder" shall mean any person (other
than the Corporation or any Subsidiary, or any pension, profit-sharing,
employee stock ownership or other employee benefit plan of the Corporation
or any Subsidiary, or any trustee of or fiduciary with respect to any such
plan when acting in such capacity) who (a) is the beneficial owner of
Voting Stock representing ten percent (10%) or more of the votes entitled
to be cast by the holders of all then outstanding shares of Voting Stock;
or (b) is an Affiliate or Associate of the Corporation and at any time
within the two-year period immediately prior to the date in question was
the beneficial owner of Voting Stock representing ten percent (10%) or more
of the votes entitled to be cast by the holders of all then outstanding
shares of Voting Stock.
6. A person shall be a "beneficial owner" of any Capital Stock (a)
which such person or any of its Affiliates or Associates beneficially owns,
directly or indirectly; (b) which such person or any of its Affiliates or
Associates has, directly or indirectly; (i) the right to acquire (whether
such right is exercisable immediately or subject only to the passage of
time), pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options, or
otherwise, or (ii) the right to vote pursuant to any agreement, arrangement
or understanding; or (c) which are beneficially owned, directly or
indirectly, by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of any shares of
Capital Stock. For the purposes of determining whether a person is an
Interested Shareholder pursuant to Paragraph 5 of this Section D, the
number of shares of Capital Stock deemed to be outstanding shall include
shares deemed beneficially owned by such person through application of
Paragraph 6 of this Section D, but shall not include any other shares of
Capital Stock that may be issuable pursuant to any agreement, arrangement
or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
7. A person shall be deemed to be an "Affiliate" of a specified
person, if such person directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, such specified person. A person shall be deemed to be an "Associate"
of a specified person, if such person is (a) a corporation or organization
(other than the Corporation or any Subsidiary) of which such specified
person is an officer or partner or of which such specified person is,
directly or indirectly, the beneficial owner of 10 percent or more of any
class of equity securities, (b) a trust or other estate (other than any
pension, profit-sharing, employee stock ownership or other employee benefit
plan of the Corporation or any Subsidiary) in which such specified person
has a substantial beneficial interest or as to which such specified person
serves as trustee or in a similar fiduciary capacity, or (c) a relative or
spouse of such specified person, or a relative of such spouse, who has the
same home as such specified person.
8. The term "Subsidiary" means any corporation of which a majority of
any class of equity security is beneficially owned by the Corporation, as
well as any Affiliate of the Corporation which is controlled by the
Corporation; provided, however, that for the purposes of the definition of
Interested Shareholder set forth in Paragraph 5 of this Section D, the term
"Subsidiary" shall mean only a company of which a majority of each class of
equity security is beneficially owned by the Corporation.
9. With respect to any Business Transaction with, or proposed by or
on behalf of, an Interested Shareholder or an Affiliate or Associate of an
Interested Shareholder, and with respect to any proposal of the kind
referred to in Section H of this Article EIGHTH, which is proposed by or on
behalf of an Interested Shareholder or an Affiliate or Associate of an
Interested Shareholder, the term "Disinterested Director" means any member
of the Board of Directors of the Corporation (the "Board") who is not an
Affiliate or Associate or representative of such Interested Shareholder and
was a member of the Board either on February 27, 1985 or prior to the time
that such Interested Shareholder became an Interested Shareholder, and any
successor of a Disinterested Director, while such successor is a member of
the Board, who is not an Affiliate or Associate or representative of such
Interested Shareholder and is recommended or elected to succeed the
Disinterested Director by a majority of Disinterested Directors.
10. The term "Fair Market Value" means (a) in the case of cash, the
amount of such cash; (b) in the case of stock, the highest closing sale
price during the 30-day period immediately preceding the date in question
of a share of such stock on the Composite Tape for New York Stock Exchange-
Listed Stocks, or, if such stock is not quoted on the Composite Tape, on
the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered
under the Act on which such stock is listed, or, if such stock is not
listed on any such exchange, the highest closing bid quotation with respect
to a share of such stock during the 30-day period preceding the date in
question on the National Association of Securities Dealers, Inc. Automated
Quotations System or any similar system then in use, or if no such
quotations are available, the fair market value on the date in question of
a share of such stock as determined by a majority of the Disinterested
Directors in good faith; and (c) in the case of property other than cash or
stock, the fair market value of such property on the date in question as
determined in good faith by a majority of the Disinterested Directors.
11. In the event of any Business Transaction in which the Corporation
survives, the phrase "consideration other than cash to be received" as used
in Paragraphs 2.a and 2.b of Section B of this Article EIGHTH shall include
the shares of Common Stock and/or the shares of any other class or series
of Capital Stock retained by the holders of such shares.
E. A majority of the Disinterested Directors shall have the power and
duty to determine for the purposes of this Article EIGHTH, on the basis of
information known to them after reasonable inquiry, all questions arising
under this Article EIGHTH, including, without limitation, (a) whether a
person is an Interested Shareholder, (b) the number of shares of Capital
Stock or other securities beneficially owned by any person, (c) whether a
person is an Affiliate or Associate of another, and (d) whether the
consideration to be received in any Stock Repurchase by the Corporation or
any Subsidiary exceeds the then Fair Market Value of the shares of Capital
Stock being repurchased. Any such determination made in good faith shall
be binding and conclusive on all parties.
F. Nothing contained in this Article EIGHTH shall be construed to
relieve any Interested Shareholder from any fiduciary obligation imposed by
law.
G. The fact that any Business Transaction complies with the
provisions of Section B of this Article EIGHTH shall not be construed to
impose any fiduciary duty, obligation or responsibility on the Board, or
any member thereof, to approve such Business Transaction or recommend its
adoption or approval to the stockholders of the Corporation, nor shall such
compliance limit, prohibit or otherwise restrict in any manner the Board,
or any member thereof, with respect to evaluations of or actions and
responses taken with respect to such Business Transaction.
H. Notwithstanding any other provisions of this Restated Certificate
of Incorporation or the By-laws of the Corporation (and notwithstanding the
fact that a lesser percentage or separate class vote may be specified by
law, this Restated Certificate of Incorporation or the By-laws of the
Corporation), any proposal to amend or repeal, or adopt any provision of
this Restated Certificate of Incorporation inconsistent with, this Article
EIGHTH which is proposed by or on behalf of an Interested Shareholder or an
Affiliate or Associate of an Interested Shareholder shall require approval
by not less than a majority vote of the holders of all then outstanding
shares of Voting Stock which are beneficially owned by persons other than
such Interested Shareholder and its Affiliates and Associates, voting
together as a single class; provided, however, that this Section H shall
not apply to, and such majority vote shall not be required for, any
amendment, repeal or adoption which does not affect the provisions of this
Article EIGHTH relating to Stock Repurchases and which is recommended by a
majority of the Disinterested Directors, if a majority of the directors
then in office are Disinterested Directors.
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
* * * * *
ANHEUSER-BUSCH COMPANIES, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of ANHEUSER-BUSCH
COMPANIES, INC. resolutions were duly adopted setting forth a proposed
amendment to the Restated Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
FURTHER RESOLVED, that Article FOURTH of the Restated Certificate of
Incorporation of this Corporation be amended to increase from 200,000,000
to 400,000,000 the aggregate number of shares of Common Stock which the
corporation has authority to issue, so that the first sentence of said
Article FOURTH shall now read as follows;
FOURTH: The aggregate number of shares which the corporation shall
------
have authority to issue is 440,000,000, 40,000,000 of which shares
shall be Preferred Stock having a par value of $1 per share, and
400,000,000 of which shares shall be Common Stock, having a par value
of $1 per share.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was
duly called and held, upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute were voted in favor of
the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said ANHEUSER-BUSCH COMPANIES, INC. has caused
this certificate to be signed by John L. Hayward, its Vice President, and
attested by JoBeth Brown, its Assistant Secretary this 1st day of May,
1986.
ANHEUSER-BUSCH COMPANIES, INC.
By /s/John L. Hayward
------------------------------
John L. Hayward
Vice President
Attest:
By /s/JoBeth Brown
--------------------
JoBeth Brown
Assistant Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
ANHEUSER-BUSCH COMPANIES, INC.
------------------------------------------
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
-------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation (the
"Corporation"), does hereby certify:
FIRST: That the Restated Certificate of Incorporation of
Anheuser-Busch Companies, Inc. is hereby amended to add a new Article NINTH
which shall read in its entirety as set forth below:
NINTH: A. The Corporation shall indemnify to the full extent
authorized or permitted by law any person made, or threatened to be
made, a party to any action or proceeding (whether civil or criminal
or otherwise) by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation or by
reason of the fact that such director or officer, at the request of
the Corporation, is or was serving any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, in
any capacity. Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and officers
may be entitled by law. No amendment or repeal of this Section A of
Article NINTH shall apply to or have any effect on any right to
indemnification provided hereunder with respect to any acts or
omissions occurring prior to such amendment or repeal.
B. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of the law. The
Corporation may create a trust fund, grant a security interest and/or
use other means (including, without limitation, letters of credit,
surety bonds and/or other similar arrangements), as well as enter into
contracts providing for indemnification to the fullest extent
permitted by law and including as part thereof any or all of the
foregoing, to ensure the payment of such sums as may become necessary
to effect full indemnification.
SECOND: That the foregoing amendment has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, ANHEUSER-BUSCH COMPANIES, INC. has caused
this Certificate of Amendment to be executed in its corporate name this 1st
day of May, 1987.
ANHEUSER-BUSCH COMPANIES, INC.
By /s/John L. Hayward
-----------------------------
John L. Hayward
Vice President and
Secretary
ATTEST:
/s/JoBeth Brown
- - ---------------------
JoBeth Brown
Assistant Secretary
2
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation (the
"Corporation"), hereby certifies as follows:
1. The Board of Directors of the Corporation adopted the following
resolutions on February 26, 1992:
RESOLVED, That Article FOURTH of the Restated Certificate of
Incorporation of this Corporation be amended to increase from
400,000,000 to 800,000,000 the aggregate number of shares of Common
Stock which the corporation has authority to issue, so that the first
sentence of said Article FOURTH shall now read as follows:
FOURTH: The aggregate number of shares which the corporation
------
shall have authority to issue is 840,000,000, 40,000,000 of which
shares shall be Preferred Stock having a par value of $1 per
share, and 800,000,000 of which shares shall be Common Stock,
having a par value of $1 per share.
2. At the annual meeting of the stockholders of the Corporation,
which was called and held upon notice in accordance with Section 222 of the
General Corporation Law of Delaware, a majority of the outstanding stock
entitled to vote thereon was voted in favor of the amendment set forth
above.
3. Accordingly, the amendment set forth above has been duly adopted
in accordance with the provisions of Section 242 of the General Corporation
Law of Delaware.
IN WITNESS WHEREOF, Walter A. Suhre, Jr., the Vice President and
General Counsel of the Corporation, has signed this Certificate, and Laura
H. Reeves, the Assistant Secretary of the Corporation, has attested to this
Certificate, and each acknowledge, upon penalty of perjury, that this
instrument is his and her act and deed and the act and deed of the
Corporation, and that the facts stated here are true, on June 10, 1992.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/Walter A. Suhre, Jr.
---------------------------------
Walter A. Suhre, Jr.
Vice President and
Attest: General Counsel
By: /s/Laura Reeves
--------------------
Laura H. Reeves
Assistant Secretary
EX-10.1
ANHEUSER-BUSCH COMPANIES, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
--------------------------
The Deferred Compensation Plan For Non-Employee Directors, originally
effective June 24, 1981, and amended and restated effective July 24, 1981 and
April 2, 1987 is hereby amended and restated in its entirety:
1. Definitions
-----------
(a) "Board" - the Board of Directors of the Company, including any
Advisory Director or Director Emeritus.
(b) "Cash Account" - each account being administered for the benefit of
a Participant pursuant to section 5 below.
(c) "Company" - Anheuser-Busch Companies, Inc.
(d) "Compensation" - any retainer, meeting and committee fees, or any
similar fee to which a Non-Employee Director is entitled for services
performed.
(e) "Credited Shares" - the shares of the Company's common stock which,
for accounting purposes only, are to be credited to a Participant's Share
Account from time to time. At no time shall Credited Shares be considered as
actual shares of common stock and a Participant shall have no rights as a
stockholder with respect to the Credited Shares.
(f) "Deferred Amount" - Compensation deferred by a Participant under the
Plan together with all interest, dividends or other amounts credited to a
Participant's account(s) pursuant to the provisions of the Plan.
(g) "Market Value" - the mean between the high and low price per share
of the Company's common stock, as reported on the New York Stock Exchange, for
the last business day of each calendar month.
(h) "Non-Employee Director" - any duly elected or appointed member of
the Board who is not an employee of the Company or of any subsidiary of the
Company.
(i) "Participant" - any Non-Employee Director who elects hereunder to
defer payment by the Company of any or all Compensation to which he/she may be
entitled.
(j) "Plan" - the Anheuser-Busch Companies, Inc. Deferred Compensation
Plan For Non-Employee Directors.
(k) "Secretary" - the duly elected Secretary of the Company.
(l) "Share Account" - each account being administered for the benefit of
a Participant pursuant to section 6 below.
2. Administration
--------------
The Plan shall be administered by the Secretary who shall have the
authority to construe and interpret the Plan, and to establish or adopt rules,
regulations and forms relating to the administration of the Plan. The
Secretary shall have no authority to add to, delete from or modify the terms
of the Plan without the prior approval of the Board. Neither the Secretary
nor any member of the Board shall be liable for any act or determination made
in good faith.
3. Election to Defer Compensation
------------------------------
(a) Each Non-Employee Director may from time to time execute and deliver
to the Secretary an appropriate election form designating the portion of
Compensation to be deferred and the account(s) to which it is to be credited.
Any election shall be applicable only to designated Compensation payable on or
after the first day of the month next following the month in which the
election form is received by the Secretary.
(b) Each election to defer payment shall continue in effect until
revoked in writing. In addition, the receipt by the Secretary of a new
election form shall constitute a revocation of any previously filed
inconsistent election form. No revocation shall be effective with respect to
any Deferred Amount credited prior to the date the revocation is received by
the Secretary or the effective date of the new election.
4. Accounting
----------
(a) The Company shall establish on its books appropriate bookkeeping
accounts for each Participant which will accurately reflect the Deferred
Amount in each account of a Participant.
(b) The Secretary shall furnish each Participant with a statement of the
Deferred Amount in each account promptly following the end of each calendar
year.
5. Cash Account
------------
(a) Each Cash Account shall consist of the Deferred Amount credited
under a specific election to defer, a valid transfer from a Share Account, or
a transfer in connection with a distribution.
(b) On the last business day of each calendar quarter, the Company shall
credit to each Cash Account an amount equal to the product of one-fourth (1/4)
of the annual prime interest rate then charged on commercial loans by The
Boatmen's National Bank of St. Louis multiplied by the average daily balance
in each Cash Account for that calendar quarter. Interest shall continue to
accrue on the balance of each Cash Account until such balance has been reduced
to zero through full distribution.
6. Share Account
-------------
(a) Each Share Account shall consist of the Deferred Amount credited
under a specific election to defer, or a valid transfer from a Cash Account.
Any amount credited to a Share Account in a calendar month shall be converted,
as of the end of that calendar month, into the maximum whole number of Credited
Shares that the amount so credited could have purchased at the then Market
Value.
(b) As of the end of the calendar month during which the Company pays
any dividend on its common stock, either in cash or property other than its
common stock, a Share Account shall
2
be credited with an amount equal to the cash dividend per share or the value
per share (as conclusively determined by the Board) of the dividend in
property other than its common stock, times the Credited Shares in the Share
Account on the dividend record date. The amount so credited will be converted
into the maximum whole number of Credited Shares that the amount so credited
could have purchased at the then Market Value. If the Company pays any stock
dividend, a Share Account shall be credited, as of the end of the calendar
month during which the stock dividend is paid, with an amount equal to the
stock dividend declared times the Credited Shares in the Share Account on the
dividend record date.
(c) If any distribution other than a dividend is made on, or with
respect to, the Company's common stock, or in the event of a stock split,
recapitalization or other adjustment of the Company's common stock, an
appropriate adjustment shall be made to the number of Credited Shares in a
Share Account or to the cash credited to the Share Account on the same basis
as would have been made had the Credited Shares then been actually issued and
outstanding on the record date. The Board shall resolve any questions as to
the appropriateness of any such adjustment, including, but not limited to,
values and exchange ratios, and its determination shall be binding and
conclusive.
(d) All conversions into Credited Shares under subsections 6(a) through
(c) above shall be made in full shares. Amounts not so converted shall be
carried as excess cash in a Share Account and shall be added to any additional
amounts subsequently available for conversion.
(e) When a distribution is to commence pursuant to section 8, an amount
equal to the Market Value of the Credited Shares in the Share Account on the
last business day of the month preceding the date distribution is to commence,
plus the amount of any excess cash in such Share Account, will be transferred
to a Cash Account.
7. Election to Transfer
--------------------
(a) Subject to the Secretary's approval, a Participant may transfer all
or any portion of any Deferred Amount between accounts by executing and
delivering to the Secretary the appropriate form within the time period set
out in subsection 7(b) below. No transfer may change either the date
distribution is to commence or the form of distribution with respect to the
Deferred Amount being transferred.
(b) An election to transfer may only be made during the ten business day
period commencing on the third day and ending on the twelfth day following the
release of quarterly and annual summary statements of the Company's sales and
earnings. A Participant may make no more than two transfers in any calendar
year.
(c) A transfer shall be effective as of the end of the calendar month in
which the election is received by the Secretary and shall be based on the
Market Value of the Credited Shares for the month during which the election is
made.
3
(e) An election to transfer shall not affect any current elections to
defer.
8. Distribution
------------
(a) Except in the case of the death of a Participant, distribution shall
commence as of the first day of the calendar quarter coincident with or next
following the date irrevocably specified by the Participant in the applicable
election to defer.
(b) Except in the case of the death of the Participant, payment of the
amount in each deferred compensation account shall be either in the form of a
lump-sum or approximately equal quarterly installments over a period not to
exceed ten (10) years as irrevocably selected by the Participant in the
applicable election to defer.
(c) In the event of the Participant's death prior to the date specified
for distribution of any account, or after distribution to the Participant has
commenced but before full distribution of any account has been made, the then
remaining balance in each account shall be paid in a lump-sum to the
beneficiary or contingent beneficiary designated in the applicable election to
defer, or to the estate of the deceased Participant if there is no surviving
beneficiary or contingent beneficiary. In either such event the lump sum
payment shall be made as of the first day of the calendar quarter following
the Participant's date of death. A Participant may change the beneficiary or
contingent beneficiary from time to time with respect to any election to defer
by filing with the Secretary a written notice of such change; provided,
however, no such notice of change of beneficiary shall be effective unless it
had been received by the Secretary prior to the date of the Participant's
death.
9. Miscellaneous
-------------
(a) The Board may amend or terminate this Plan at any time; however, any
amendment or termination of this Plan shall not affect the rights of
Participants or beneficiaries to payment, in accordance with section 8 of this
Plan, of amounts credited to Participants' accounts hereunder at the time of
such amendment or termination.
(b) This Plan does not create a trust in favor of a Participant, his/her
designated beneficiary or beneficiaries, or any other person claiming on
his/her behalf, and the obligation of the Company is solely a contractual
obligation to make payments due hereunder. In this regard, the balance in any
account shall be considered a liability of the Company and the Participant's
right thereto shall be the same as any unsecured general creditor of the
Company. Neither the Participant nor any other person shall acquire any
right, title, or interest in or to any Deferred Amount outstanding under the
Plan other than the actual payment of such Deferred Amount in accordance with
the terms of the Plan.
4
(c) No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or change, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber or change
the same shall be void. No right or benefit hereunder shall in any manner be
liable for or subject to the debts, contracts, liabilities or torts of the
person entitled to such benefit. If any Participant or beneficiary shall
become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or change any right or benefit hereunder, then such right or benefit
shall, in the discretion of the Board, cease and terminate; and in such event,
the Company may hold or apply the same or any part thereof for the benefit of
the Participant or his/her beneficiary, his/her spouse, children or other
dependents, at any time and in such proportion as the Board may deem proper.
Any statement to the contrary notwithstanding, the Company may apply any
Deferred Amount to satisfy, in whole or in part, any indebtedness of a
Participant to the Company.
(d) Construction of the Plan shall be governed by the laws of Missouri.
(e) The terms of the Plan shall be binding upon the heirs, executors,
administrators, personal representatives, successors and assigns of all
parties in interest.
(f) The headings have been inserted for convenience only and shall not
affect the meaning or interpretation of the Plan.
(g) Each Participant shall submit to the Secretary, his/her current
mailing address. It shall be the duty of each Participant to notify the
Secretary of any change of address. In the absence of such notice, the
Secretary shall be entitled for all purposes to rely on the last known address
of the Participant.
(h) Any amount payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or to the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Company and the Board with respect thereto.
(i) Nothing in this Plan or any amendment thereto shall give a
Participant, or any beneficiary of a Participant, a right not specifically
provided therein. Nothing in this Plan or any amendment thereto shall be
construed as giving a Participant the right to be retained as a member of the
Board.
EFFECTIVE THIS 22nd DAY OF February, 1989
----
ANHEUSER-BUSCH COMPANIES, INC.
By /s/ Jerry E. Ritter
----------------------------------
Vice President and Group Executive
ATTEST:
/s/ John L. Hayward
- - --------------------
Secretary
8281J 5
EX-10.9
ANHEUSER-BUSCH COMPANIES, INC. EXCESS BENEFIT PLAN
Amended and Restated Effective as of October 1, 1993
<PAGE>
TABLE OF CONTENTS
PAGE
1. Definitions Applicable to this Excess Benefit Plan. . . 1
2. Eligibility to Participate. . . . . . . . . . . . . . . 1
3. Benefits Under this Plan. . . . . . . . . . . . . . . . 2
4. Special Rule for Non-Deductible Amounts.. . . . . . . . 2
5. Pre-Retirement Death Benefits . . . . . . . . . . . . . 2
6. Payment Method. . . . . . . . . . . . . . . . . . . . . 3
7. Obligation to Pay Benefits Hereunder. . . . . . . . . 3
8. Concerning Payment. . . . . . . . . . . . . . . . . . . 3
9. Facility of Payment . . . . . . . . . . . . . . . . . . 5
10. Payees Presumed Competent . . . . . . . . . . . . . . . 5
11. Notice of Address; Lost Payees. . . . . . . . . . . . . 5
12. No Liability for Participant's Debts. . . . . . . . . . 5
13. Administration. . . . . . . . . . . . . . . . . . . . . 6
14. Negation of Employment Contract . . . . . . . . . . . . 6
15. Forfeiture for Activity Contrary to a Participating
Employer's Best Interests . . . . . . . . . . . . . . . 7
16. Amendment . . . . . . . . . . . . . . . . . . . . . . . 8
17. Termination . . . . . . . . . . . . . . . . . . . . . . 8
18. Participating Employer. . . . . . . . . . . . . . . . . 8
19. Successor Participating Employer. . . . . . . . . . . . 9
20. Change in Control . . . . . . . . . . . . . . . . . . . 9
21. Set Off and Withholding . . . . . . . . . . . . . . . . 11
22. Miscellaneous . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
ANHEUSER-BUSCH COMPANIES, INC. EXCESS BENEFIT PLAN
Amended and Restated Effective as of October 1, 1993
Anheuser-Busch Companies, Inc., a Delaware corporation (the
"Company"), established this Excess Benefit Plan, originally effective as
of January 1, 1984, to provide supplemental retirement benefits to certain
employees whose retirement benefits may be adversely affected by the
limitations of Section 415 of the Internal Revenue Code. This Plan is
intended to be an "excess benefit plan" as defined in Section 3(36) of the
Employee Retirement Income Security Act of 1974. The Company hereby amends
and restates the Plan effective as of October 1, 1993. The provisions of
this restated Plan shall apply to all eligible individuals whose
termination of employment occurs on or after October 1, 1993.
1. Definitions Applicable to this Excess Benefit Plan. All
--------------------------------------------------
capitalized terms used in this Plan shall have the meanings herein set out:
(a) "Actuarial Equivalent" means a benefit or benefits, or a
payment or payments, which are of equal value at the date of determination
to the benefits for which they are to be substituted. Equivalence of value
is determined from actuarial calculations based on actuarial assumptions as
to interest and mortality as follows:
Interest- For the computation of a lump-sum payment and the
-------- period-certain options, the current interest rate
in effect for the payment of lump-sum benefits
under the Basic Plan, disregarding the 6-1/2% per
annum rate in effect for years prior to 1989. For
the computation of early retirement benefits or
the payments under any other optional form of
payment, the interest rate applicable under the
Basic Plan.
Mortality- The mortality table set forth in the Basic Plan.
---------
(b) "Basic Plan" means the Anheuser-Busch Companies Pension
Plan and the benefit provisions thereof applicable to salaried employees of
the Company as now in effect and as hereafter amended.
(c) "Committee" means the same group of persons appointed to
administer the Basic Plan.
(d) "Company" means Anheuser-Busch Companies, Inc., a Delaware
corporation, and any corporation(s) into which or with which it may be
liquidated, merged or consolidated.
(e) "Participant" means an individual who is eligible to
participate in this Plan as described in Section 2.
(f) "Participating Employer" as used in this Plan means a
Participating Employer in the Basic Plan which has adopted this Plan.
(g) "Plan" means this Anheuser-Busch Companies, Inc. Excess
Benefit Plan, effective January 1, 1984, as originally adopted and as
thereafter amended.
(h) "Subsidiary" means any business entity in which the
Company has an equity interest of at least fifty percent.
2. Eligibility to Participate. Any individual whose retirement
--------------------------
benefit under the Basic Plan will be limited by the provisions of Section
415 of the Internal Revenue Code, or any regulations issued thereunder,
shall be a Participant in this Plan.
3. Benefits Under this Plan. The Retirement Benefit payable
------------------------
by a Participating Employer under this Plan shall be equal to the Actuarial
Equivalent of:
(a) The retirement benefit a Participant would be
entitled to receive under the Basic Plan, under the actual method of
payment elected under such plan, if Section 415 were inapplicable, less
(b) The retirement benefit actually payable to the
Participant under the Basic Plan.
No Participant shall be vested in benefits under this Plan until the
Participant has (a) terminated employment, (b) attained age 55 or been
determined to be totally and permanently disabled under the Basic Plan, (c)
vested in his benefit under the Basic Plan, and (d) satisfied all other
requirements of this Plan for commencement of benefits.
4. Special Rule for Non-Deductible Amounts. Any amount otherwise
---------------------------------------
payable under the Plan in a calendar year for which the Company determines
that the amount would not be deductible by any Participating Employer under
section 162(m) of the Internal Revenue Code shall not be paid until such
calendar year as the Company determines that the amount has ceased to be so
non-deductible. In the case of any inconsistency between this Section 4
and any other provision of the Plan, this Section 4 shall govern, unless
Section 20 applies.
5. Pre-Retirement Death Benefits. There will be no pre-retirement
-----------------------------
death benefit under this Plan.
-2-
6. Payment Method. The retirement benefit determined under
--------------
Section 3 shall be payable under the basic method of payment under the
Basic Plan. However, a Participant may elect, subject to approval of the
Committee, to have his retirement benefit hereunder paid under one or more
of the optional methods of payment set forth in the Basic Plan. All
optional methods of payment shall be the Actuarial Equivalent of the amount
determined under Section 3. A Participant may elect an optional method of
payment under this Plan which is different from the method of payment
elected under the Basic Plan. Notwithstanding the foregoing, effective for
any Participant whose employment terminates on or after January 1, 1995,
payment shall be made in the form of a single lump sum unless the
Participant shall elect, on forms provided by the Committee, at least one
calendar year prior to termination of employment, to receive payment under
the basic method or some other available method. Except as otherwise
specifically provided in this Plan, retirement benefits hereunder shall
commence as of the same date benefits commence under the Basic Plan.
7. Obligation to Pay Benefits Hereunder. No trust fund, escrow
------------------------------------
account or other segregation of assets shall be established or made by a
Participating Employer to guarantee, secure or assure the payment of any
benefit hereunder. A Participating Employer's obligation to pay retirement
benefits pursuant to this Plan shall constitute only a general contractual
liability to the Participants and other payees hereunder in accordance with
the terms hereof. Payment of benefits by a Participating Employer shall
be made only from the general funds of such Participating Employer and no
Participant or any other potential payee of any amount hereunder shall have
any interest in any particular asset of a Participating Employer by reason
of the existence of this Plan. The amounts payable hereunder shall be
subject in all respects to claims of general creditors of the Participating
Employer until actually paid over to the person(s) entitled to receive
the same.
8. Concerning Payment.
------------------
(a) Except as otherwise provided in this Section 8, any
amount payable under this Plan as a result of or following the death of a
Participant shall be applied only for the benefit of the beneficiary or
beneficiaries designated by the Participant pursuant to this Section 8.
Each Participant shall specifically designate, by name, on forms provided
by the Committee, the beneficiary(ies) to whom any such amounts shall be
paid. Except as provided in paragraph (c), a Participant may change or
revoke a beneficiary designation without the consent of the
beneficiary(ies) at any time by filing a new beneficiary designation form
with the Committee. The filing of a new form shall automatically revoke
any forms previously filed with the Committee. A beneficiary designation
form not properly filed with the Committee prior to the death of the
Participant shall have no validity under the Plan.
-3-
(b) Except as provided in paragraph (c), any such designation
shall be contingent on the designated beneficiary surviving the
Participant. If a designated beneficiary survives the Participant but dies
before receiving the entire amount payable to the designated beneficiary
hereunder, the amount which would otherwise have been so paid shall be paid
to the estate of the deceased beneficiary unless a contrary direction
was made by the Participant, in which case such direction shall control.
More than one beneficiary, and alternative or contingent beneficiaries, may
be designated, in which case the Participant shall specify the shares,
terms and conditions upon which amounts shall be paid to such multiple or
alternative or contingent beneficiaries, all of which must be satisfactory
to the Committee.
(c) If a Participant has selected a joint and survivor annuity
method of payment and the contingent annuitant dies before payments begin,
the selection shall be revoked, but if the contingent annuitant dies after
payments begin, the selection of this method of payment shall not be
affected and no new contingent annuitant may be named.
(d) If no beneficiary designation is on file with the
Committee at the time of the Participant's death or no beneficiary
designated by the Participant survives the Participant, the Participant's
estate shall be deemed to be the beneficiary designated to receive any
amounts then remaining payable under this Plan.
(e) In determining any question concerning a Participant's
beneficiary, the latest designation filed with the Committee shall control
and intervening changes in circumstances shall be ignored. For example, if
a Participant's spouse is designated as beneficiary but thereafter is
divorced from the Participant, such designation shall remain valid unless
and until the Participant files a later beneficiary designation form with
the Committee.
(f) Any check issued on or before the date of a Participant's
death shall remain payable to the Participant, whether or not the check is
received by the Participant prior to death. Any check issued after the
date of the Participant's death shall be the property of the Participant's
beneficiaries determined in accordance with this Section 8.
-4-
9. Facility of Payment. If any amount is payable hereunder to a
-------------------
minor or other person under legal disability or otherwise incapable of
managing his or her own affairs, as determined by the Committee in its sole
discretion, payment thereof shall be made in one (or any combination) of
the following ways, as the Committee shall determine in its sole
discretion:
(i) Directly to said minor or other person;
(ii) To a custodian for said minor or other person
(whether designated by the Committee or any other person) under the
Missouri Transfers to Minors Law, the Missouri Personal Custodian Law or a
similar law of any other jurisdiction;
(iii) To the conservator of the estate of said minor
or other person; or
(iv) To some relative or friend of such minor or
other person for the support, welfare or education of such minor or other
person.
The Committee shall not be required to see to the application of any
payment so made, and payment to the person determined by the Committee
shall fully discharge the Participating Employers and this Plan from any
further accountability or responsibility with respect to the amount so
paid.
10. Payees Presumed Competent. Every person receiving or claiming
-------------------------
amounts payable under this Plan shall be conclusively presumed to be
mentally competent and of legal age until the Committee receives a written
notice, in form, manner and substance acceptable to it, that any such
person is incompetent or is a minor or that a guardian or other person
legally vested with the care of his estate has been appointed.
11. Notice of Address; Lost Payees. The address of every
------------------------------
Participant or other person entitled to any payment hereunder on file for
purposes of the Basic Plan shall be used for all purposes of this Plan. If
the Committee is unable to locate any person, or the estate of such person,
entitled to receive a payment hereunder within two years after an amount
becomes payable, the right and interest of such payee in and to the amount
payable shall terminate on the last day of such two year period.
12. No Liability for Participant's Debts. Amounts payable under this
------------------------------------
Plan shall not be liable for or subject to the debts or liabilities of any
payee, and no amount payable hereunder shall at any time or in any manner
be subject to anticipation, alienation, sale, transfer, assignment, pledge
-5-
or encumbrance of any kind, whether to the Participating Employer or to any
other party whomsoever, and whether with or without consideration. If any
payee shall attempt to, or shall anticipate, alienate, sell, transfer,
assign, pledge or otherwise encumber any amounts payable hereunder or any
part thereof, or if by reason of bankruptcy or other event, such amounts
would at any time be received or enjoyed by persons other than such payee,
except as otherwise permitted by this Plan, the Committee in its sole
discretion may terminate such person's interest in any such amounts and
hold or apply such amounts to or for the use of such person, his or her
spouse, children or other dependents, or any of them, as the Committee may
determine.
13. Administration. The Committee shall administer the Plan in
--------------
accordance with its terms and shall have all powers necessary to carry out
the provisions of the Plan. The Committee shall interpret the Plan; shall
determine all questions arising in the administration, interpretation, and
application of the Plan; and shall construe any ambiguity, supply any
omission, and reconcile any inconsistency in such manner and to such extent
as the Committee deems proper. Any interpretation or construction placed
upon any term or provision of the Plan by the Committee, any decisions and
determinations of the Committee arising under the Plan, including without
limiting the generality of the foregoing: (i) the eligibility of any
individual to become or remain a Participant and a Participant's status as
such; (ii) the time, method and amounts of payments payable under the Plan;
(iii) the rights of Participants; and any other action or determination or
decision whatsoever taken or made by the Committee in good faith shall be
final, conclusive, and binding upon all persons concerned, including, but
not limited to, the Committee, all Participating Employers and all
Participants and beneficiaries.
14. Negation of Employment Contract. This Plan does not create an
-------------------------------
employment contract and nothing contained herein shall be deemed (a) to
give a Participant the right to be retained in the employ of any
Participating Employer; (b) to interfere with the right of the
Participating Employer to discharge a participant at any time; (c) to give
the Participating Employer the right to require a Participant to remain
in its employ; or (d) to interfere with the right of a Participant to
terminate his employment voluntarily whenever he chooses.
-6-
15. Forfeiture for Activity Contrary to a Participating Employer's
--------------------------------------------------------------
Best Interests.
- - --------------
(a) Notwithstanding any provision of this Plan to the contrary,
the right of a Participant and his beneficiary or beneficiaries to receive
a benefit hereunder is expressly conditioned upon the Participant neither
(i) having ceased to be employed by the Company or any Subsidiary under
circumstances or conditions inimical or contrary to the best interests of
the Company or any Subsidiary, nor (ii) thereafter engaging in any activity
which in the Committee's judgment is inimical or contrary to the best
interests of the Company or any Subsidiary.
(b) Should a Participating Employer propose to enforce the
foregoing, it shall give written notice to the Participant or other
person(s) otherwise entitled to payment, and may withhold payment pending
final resolution of the matter. The Committee shall thereupon investigate
the alleged violation and shall consider, under such rules of procedure as
the Committee shall deem reasonable, such evidence and testimony as the
Participating Employer and the Participant or other person or persons
receiving or otherwise entitled to receive payment may wish to submit in
support or refutation of the alleged violation. The decision of the
Committee shall be final and conclusive. If the Committee concludes that
there has been a violation, the right of the Participant and all
beneficiaries to receive payment hereunder shall thereupon cease. If
the Committee concludes that there has not been a violation, the amounts
withheld or suspended shall become payable as though no proceedings had
been instituted nor any payment withheld or suspended, without, however,
any interest for the period during which such amounts were withheld or
suspended.
(c) The provisions of this Section authorizing the Participating
Employer to give notice of an alleged violation or possible violation of
the conditions of paragraph (a) shall not be interpreted as requiring the
Participating Employer to take such action in each and every instance of a
violation or suspected violation, and in determining whether an attempt to
enforce the forfeiture provisions of this Section shall be made, the
Participating Employer may consider the possible economic damage it
might suffer from the violation or suspected violation, the circumstances
surrounding the discontinuance of the employment of the Participant with
the Participating Employer and the quantum of proof which the Participating
Employer may have of a violation of the aforesaid conditions.
(d) The provisions of this Section shall in no way impair
or derogate the rights which a Participating Employer may otherwise have
under any employment contract with a Participant or at law or in equity, to
prevent the disclosure of confidential information or to recover damages
-7-
for the disclosure thereof or to prevent a Participant from engaging in
competition with a Participating Employer or to recover damages therefor.
(e) The Board (or the Executive Committee at any time the
Board of Directors is not in session) may revoke this Section at any time,
whereupon no benefit that would otherwise become payable under this Plan
shall ever be subject to forfeiture or revocation for any reason, including
(but not limited to) any subsequent amendment to this Plan which reinstates
the provisions of this Section or imposes similar conditions on a
Participant's right to receive benefits hereunder.
(f) If the provisions of this Section are invoked at any
time after payments have already been made, the Participating Employer
shall have the right to a refund of all monies theretofore paid. If the
Participating Employer shall find it necessary to file suit to recover any
amount hereunder, it shall be entitled to recover its reasonable attorney's
fees and costs.
16. Amendment. The Board of Directors of the Company or any duly
---------
authorized officer shall have the absolute right to modify or amend this
Plan in whole or in part, at any time and from time to time, effective as
of any specified prior, current or future date. Any amendments to the
Basic Plan shall automatically amend the provisions of this Plan where they
would so apply.
17. Termination. The Board of Directors of the Company or any duly
-----------
authorized individual shall have the right to terminate this Plan as of any
specified current or future date. The Plan shall be automatically
terminated upon: (a) termination of the Basic Plan; (b) the Company being
legally adjudicated a bankrupt; (c) the appointment of a receiver of
trustee in bankruptcy with respect to the Company's assets and business if
such appointment is not set aside within 90 days thereafter; or (d) the
making by the Company of an assignment for the benefit of creditors. Upon
a termination of this Plan, no additional employees shall become eligible
to participate herein, and no additional benefits shall be accrued
hereunder. Notwithstanding the termination of this Plan, a Participant
shall remain entitled to a retirement benefit under this Plan, determined
under Section 3, but based only on the Participant's benefit accrued under
the Basic Plan prior to the date of termination and payable as otherwise
provided herein.
18. Participating Employer. Any Participating Employer in the Basic
----------------------
Plan may become a Participating Employer in this Plan by submitting to the
Committee a resolution of its board of directors adopting the provision of
this Plan. The adoption of this Plan by a Participating Employer shall
constitute an automatic delegation by it to the Company's board of
directors of full authority to amend or terminate the Plan. A
Participating Employer may withdraw from the Plan by action of its board of
directors. Notwithstanding such withdrawal, a Participant shall remain
-8-
entitled to a retirement benefit from such withdrawing Participating
Employer, determined under Section 3, but based only on the Participant's
benefit accrued under the Basic Plan prior to the date of termination and
payable as otherwise provided herein.
19. Successor Participating Employer. In the event of the
--------------------------------
dissolution, merger, consolidation or reorganization of a Participating
Employer, the successor company may adopt and continue this Plan as a
Participating Employer, provided it has adopted the Basic Plan. If a
successor company does not continue this Plan, all Participants affected
thereby shall be entitled to a retirement benefit from such successor
company calculated and payable as provided in Section 18 with the benefits
determined as of the date of dissolution, merger, consolidation or
reorganization.
20. Change in Control.
-----------------
(a) If a Change in Control (as defined in Section 20(b)) shall
occur, then, notwithstanding anything to the contrary herein, a
Participant's benefit under the Plan as of the Change in Control Date shall
be fully vested and non-forfeitable. Within 30 days after the Change in
Control Date, the Participant shall be paid, in a single lump-sum payment,
the Actuarial Equivalent of his benefits determined under Section 3 as if
the Participant had terminated employment and commenced receiving benefits
immediately.
(b) For purposes of this Plan, a "Change in Control" shall occur
if (i) any Person (as defined herein) becomes the beneficial owner directly
or indirectly (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934 as amended ("Act")) of more than 50% of the Company's
then outstanding voting securities (measured on the basis of voting power);
(ii) the shareholders of the Company approve a definitive agreement to
merge or consolidate the Company with any other corporation, other than
an agreement providing for (x) a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity), in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, at least 50% of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or (y) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person
acquires more than 50% of the combined voting power of the Company's then
outstanding securities; (iii) a change occurs in the composition of
the Board of Directors of the Company during any period of twenty-four
consecutive months such that individuals who at the beginning of such
period were members of the Board of Directors cease for any reason to
constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's shareholders, of each new
-9-
director was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so
approved; or (iv) the shareholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the Company's
assets. A Change in Control shall be deemed to have occurred on the date
as of which any of the events described in clauses (i) through (iv) occur
(such date being referred to as the "Change in Control Date"). For
purposes of this paragraph, "Person" shall have the meaning given in
Section 3(a)(9) of the Act, as modified and used in Sections 13(d) and
14(d) thereof; however, a Person shall not include (aa) the Company or any
of its subsidiaries, (bb) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its subsidiaries,
(cc) an underwriter temporarily holding securities pursuant to an offering
of such securities, or (dd) a corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as
their ownership of Company stock.
(c) Notwithstanding Sections 16 and 17, following a Change in
Control, the provisions of this Section 20 cannot, after the Change in
Control Date, be amended in any manner without the written consent of each
individual who was a Participant immediately prior to a Change in Control.
(d) Following a Change in Control, this Plan shall continue in
effect, notwithstanding that payment of benefits shall have been made under
Section 20(a), unless and until terminated by the Company.
(e) If a Change in Control occurs, Section 15 shall no longer
apply to any individual whose activities are not under investigation by the
Committee on the Change in Control Date.
(f) If by reason of this Section an excise or other special tax
("Excise Tax") is imposed on any payment under this Plan (a "Required
Payment"), the amount of each required Payment shall be increased by an
amount which, after payment of income taxes, payroll taxes and Excise Tax
thereon, will equal such Excise Tax on the Required Payment.
-10-
21. Set Off and Withholding.
-----------------------
(a) Any amount then due and payable by the Company or any other
Participating Employer to any Participant or the beneficiary of any
Participant under this Plan may be offset by any amounts owed to the
Company or any Subsidiary by the Participant and/or the beneficiary for any
reason and in any capacity whatsoever, as the Company may determine in its
sole and absolute discretion.
(b) There shall be deducted from any amount payable under this
Plan all taxes required to be withheld by any federal, state or local
government. Participants and their beneficiaries shall bear any and all
federal, state, local and other income taxes and other taxes imposed on
amounts paid under the Plan, whether or not withholding is required or
carried out in accordance with this provision.
22. Miscellaneous.
-------------
(a) In any instance in which the Committee believes such
action to be in the best interest of the party entitled to receive any
payment under this Plan, or to be in the best interests of a Participating
Employer (such as to avoid the administrative inconvenience and expense
which might be incurred if relatively small amounts were to be paid to
multiple recipients over lengthy periods of time), amounts payable
hereunder may be paid in a single lump sum, the amount of which shall be
the Actuarial Equivalent of the benefits otherwise payable.
(b) In the event of the death of a Participant or any Beneficiary
designated by him or her, no payment need be made by the Plan until the
Committee shall have received proof satisfactory to it of such death and of
the identity, existence and location of the party thereafter entitled to
receive payments under this Plan.
(c) In making any payment or taking any action under this Plan,
the Participating Employer and the Committee shall be absolutely protected
in relying upon any finding or statement of facts believed by it to be
true, and on any written instrument believed by it to have been signed by
the proper party.
-11-
(d)Subject to the applicable provisions of the Employee
Retirement Income Security Act of 1974 which provide to the contrary, this
Plan shall be administered, construed, and enforced according to the laws
of the State of Missouri and in Courts situated in that State.
IN WITNESS WHEREOF, ANHEUSER-BUSCH COMPANIES, INC. has
caused this Amended and Restated Plan to be executed by its officers
thereunto duly authorized, this 24th day of June, 1994, effective as of
October 1, 1993. ----
ANHEUSER-BUSCH COMPANIES, INC.
By Jerry E. Ritter
-----------------------------
Jerry E. Ritter
Vice President and Group Executive
abexcess.bp
EX-10.10
ANHEUSER-BUSCH COMPANIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amended and Restated as of October 1, 1993
<PAGE>
TABLE OF CONTENTS
1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. Participation. . . . . . . . . . . . . . . . . . . . . . . . . . .4
3. Benefit on or After Normal Retirement Date . . . . . . . . . . . .5
4. Benefit on Early Retirement. . . . . . . . . . . . . . . . . . . .6
5. Pre-Retirement Death Benefit . . . . . . . . . . . . . . . . . . .6
6. Disability Benefit . . . . . . . . . . . . . . . . . . . . . . . .6
7. Special 1993 Enhanced Retirement Plan Benefits . . . . . . . . . .6
8. Forfeiture for Activity Contrary to the Company's Best Interests .7
9. Payment Methods Prior to January 1, 1995 . . . . . . . . . . . . .8
10. Payment Methods on or After January 1, 1995 . . . . . . . . . . .9
11. Obligation to Pay Benefits Hereunder . . . . . . . . . . . . . . .9
12. Special Rule for Non-Deductible Amounts. . . . . . . . . . . . . 10
13. Change in Control. . . . . . . . . . . . . . . . . . . . . . . . 10
14. Concerning Payment; Beneficiaries. . . . . . . . . . . . . . . . 12
15. Payees Presumed Competent. . . . . . . . . . . . . . . . . . . . 13
16. Facility of Payment. . . . . . . . . . . . . . . . . . . . . . . 13
17. Notice of Address; Lost Payees . . . . . . . . . . . . . . . . . 14
18. Participating Employer . . . . . . . . . . . . . . . . . . . . . 14
19. No Liability for Payee's Debts . . . . . . . . . . . . . . . . . 14
20. Administration . . . . . . . . . . . . . . . . . . . . . . . . . 15
21. Negation of Employment Contract. . . . . . . . . . . . . . . . . 15
22. Modification, Amendment, or Termination. . . . . . . . . . . . . 16
23. Set Off and Withholding. . . . . . . . . . . . . . . . . . . . . 16
24. Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . 16
25. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . 18
<PAGE>
ANHEUSER-BUSCH COMPANIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amended and Restated as of October 1, 1993
ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation, established
this Supplemental Executive Retirement Plan, originally effective as of
January 1, 1984. The Plan has been amended from time to time and the
Company hereby amends and restates the Plan, in part to improve benefits
and also to expand the group of employees eligible to participate. The
provisions of this restated Plan shall apply to eligible employees whose
termination of employment with the Company or any other Participating
Employer occurs on or after October 1, 1993. The Plan is intended to be a
nonqualified, unfunded plan to provide supplemental retirement benefits to
a select group of management and highly compensated employees, as described
in Section 201(2) of the Employee Retirement Income Security Act of 1974
("ERISA").
1. Definitions. The capitalized terms used in this Plan shall have
-----------
the meanings herein set out:
(a) "Accrued Benefit" means at any given time the benefit
calculated in accordance with the formula in Section 3, using the
Participant's Eligible Earnings and Credited Service as of the date the
calculation is being made. The benefit so calculated shall be the benefit
that would commence under the basic method of payment on the Participant's
Normal Retirement Date.
(b) "Actuarial Equivalent" means a benefit or benefits, or a
payment or payments, which are of equal value at the date of determination
to the benefits for which they are to be substituted. Equivalence of value
is determined from actuarial calculations based on actuarial assumptions as
to interest and mortality as follows:
Interest- For the computation of a lump-sum payment and the
--------
period-certain option, the current interest rate in effect
for the payment of lump-sum benefits under the Basic
Plan, disregarding the 6-1/2% per annum rate in effect
for years prior to 1989. For any other purpose, the
current interest rate in effect for the Basic Plan.
Mortality- The mortality table set forth in the Basic Plan.
---------
(c) "Basic Plan" means the Anheuser-Busch Companies Pension Plan
and the benefit provisions thereof applicable to salaried employees of the
Company as now in effect or as hereafter amended.
(d) "Board" means the board of directors of the Company.
(e) "Campbell Taggart Plan" means the Anheuser-Busch Companies
Pension Plan and the benefit provisions thereof applicable to salaried
employees of Campbell Taggart, Inc. as now in effect or as hereafter
amended.
(f) "Committee" means the Committee designated to administer this
Plan, as described in Section 20.
(g) "Company" means Anheuser-Busch Companies, Inc., a Delaware
corporation, and any corporation(s) into which or with which it may be
liquidated, merged or consolidated.
(h) "Credited Service" For all purposes, a Participant's Credited
Service under this Plan shall be the same as his Credited Service under the
Basic Plan. This generally means an individual's years and completed months
of salaried employment with a Participating Employer after attainment of
age 21. If a Participant does not participate in the Basic Plan, his
Credited Service under this Plan shall nonetheless be calculated under the
provisions of the Basic Plan as if he did so participate. Credited Service
shall not exceed 30 years.
(i) "Eligible Earnings" means, for any calendar year, the sum of
the employee's annual base salary as of January 1 of such year plus the
bonus earned during the prior calendar year. For purposes of computing
benefits under this Plan, the Eligible Earnings to be used shall be the
highest of the Eligible Earnings in the calendar year of termination or any
of the four preceding calendar years. Eligible Earnings shall recognize
any compensation deferred under the Executive Deferred Compensation Plan
and treat such compensation as if it were not deferred.
(j) "Eligible Employee" means a salaried employee of a
Participating Employer who is an active participant currently accruing
benefits in the Basic Plan or the Campbell Taggart Plan and who satisfies
one or more of the following requirements:
-2-
i) He is a member of the Company's Policy Committee;
ii) He has a salary grade of 28 or above, or the
equivalent thereof as determined by the Committee, and has, for
the current calendar year, Eligible Earnings of at least $140,000
(indexed as described below) or such other amount as the
Committee shall determine from time to time; or
iii) He is an officer of the Company or Anheuser-Busch
Companies, Inc., a Missouri corporation, excluding an assistant
officer.
The $140,000 figure shall be indexed as of January 1 of each year
commencing January 1, 1994, in accordance with the Company's merit budget
increase applicable for such year.
(k) "Excess Benefit Plan" means the Anheuser-Busch Companies, Inc.
Excess Benefit Plan, effective January 1, 1984, as originally adopted and
as thereafter amended, or any other "excess plan" as described in Section
3(36) of ERISA, maintained by a Participating Employer and as in effect
from time to time.
(l) "Normal Retirement Date" means the first day of the month
coincident with or next following the date on which the Participant attains
his sixty-fifth (65th) birthday.
(m) "Participant" means an Eligible Employee who is participating
in this Plan in accordance with Section 2.
(n) "Participating Employer" means the Company and any other
member of the controlled group of corporations of which the Company is a
member which is a Participating Employer in the Basic Plan or the Campbell
Taggart Plan and which has adopted this Plan in the manner described in
Section 18.
-3-
(o) "Plan" means this Anheuser-Busch Companies, Inc. Supplemental
Executive Retirement Plan effective January 1, 1984, as originally adopted
and as thereafter amended.
(p) "Primary Social Security Benefit" means, for retirements on or
after the Normal Retirement Date, the estimated primary insurance amount
that would commence immediately under the Federal Social Security Act in
effect on the retirement date assuming that the Participant's earning's for
Social Security purposes are equal to the benefit base as determined under
Section 230 of the Federal Social Security Act from the date the
Participant attained age 21 until his retirement date.
For purposes of determining the Accrued Benefit prior to a
Participant's Normal Retirement Date, the Primary Social Security Benefit
means:
(i) An amount determined as described above assuming that the
Participant retires on his Normal Retirement Date and that the Social
Security Act and benefit base remain unchanged in the future, multiplied by
(ii) The ratio of the Participant's Credited Service as of the
date of determination to the lesser of thirty (30) years or the
Participant's Credited Service had he remained an active Participant until
his Normal Retirement Date.
(q) "Subsidiary" means any business entity in which the Company
has an equity interest of at least fifty percent.
Miscellaneous Rules of Construction. Masculine pronouns include the
- - -----------------------------------
feminine, the singular includes the plural, and the plural includes the
singular, as the context or application demands.
2. Participation. Each Eligible Employee shall commence
-------------
participation in this Plan as of the first day of the month coincident with
or next following the date he first becomes an Eligible Employee. An
individual who is an Eligible Employee solely under subparagraph (ii) of
Section 1(j) shall be deemed to have first satisfied the grade and
compensation requirements of such provision on January 1 of the first
calendar year for which such requirements are satisfied. Except as
provided in Section 18, once an individual becomes a Participant, he shall
continue to participate until termination of employment occurs even if such
individual's status changes such that he would no longer be eligible to
-4-
participate. Any Eligible Employee on October 1, 1993 who was not a
Participant in this Plan prior to its restatement effective October 1, 1993
shall first participate as of October 1, 1993.
3. Benefit on or After Normal Retirement Date. A Participant who
------------------------------------------
ceases to be employed by all members of the Company's controlled group of
corporations on or after his Normal Retirement Date shall receive a monthly
benefit, payable under the basic method of payment described in Section 9
or 10, as applicable, and commencing on the first day of the month
coinciding with or immediately following his last date of employment, in an
amount which is one-twelfth of the following:
(a) For Policy Committee members, one and two-thirds percent
of Eligible Earnings times Credited Service; for all other Participants,
one and one-half percent of Eligible Earnings times Credited Service; less
----
(b) The Participant's annual retirement benefit payable at
Normal Retirement Date (or, if applicable, postponed retirement date) under
the Basic or Campbell Taggart Plan, as applicable, under the basic method
of payment described in such plan; less also
---------
(c) Any other benefits from any excess benefit plan or other
retirement plan or arrangement maintained or sponsored by the Company or
any Subsidiary, other than a qualified or nonqualified 401(k) plan or a
voluntary nonqualified deferred compensation plan. The reduction under
this paragraph shall be the annual benefit under such other plan or plans,
payable at Normal Retirement Date (or, if applicable, postponed retirement
date), expressed as if payable under the basic method of payment described
in such plan; provided, however, that if such basic method is not a form of
single life annuity, then expressed as if payable solely for the lifetime
of the Participant on an Actuarial Equivalent basis; less also
---- ----
(d) The Participant's annual Primary Social Security
Benefit.
-5-
4. Benefit on Early Retirement. The following benefits are
---------------------------
available for Participants who retire prior to Normal Retirement Date:
(a) A Participant who ceases to be employed by all members
of the Company's controlled group of corporations prior to his Normal
Retirement Date but after reaching age 62 and completing 30 years of
Credited Service shall be entitled to receive a retirement benefit equal to
his Accrued Benefit, but commencing on the first day of the month
coinciding with or immediately following his last date of employment.
(b) A Participant who ceases to be employed by all members
of the Company's controlled group of corporations after reaching age 55 and
who has at least five years of Credited Service but who is not eligible to
receive a benefit under paragraph (a) above may, unless disapproved by the
Company's Chief Executive Officer (or, in the case of the Chief Executive
Officer, the Board of Directors), be granted a benefit equal to his Accrued
Benefit reduced in accordance with the reduction applicable to early
retirement benefits under the Basic Plan. Such benefit shall commence as
of the first day of the month coincident with or next following his last
date of employment.
(c) There shall be no benefits payable from this Plan for a
Participant who ceases employment prior to the attainment of age 55, except
as provided in Sections 6 and 13.
5. Pre-Retirement Death Benefit. There will be no pre-retirement
----------------------------
death benefit under this Plan.
6. Disability Benefit. A Participant whose employment terminates
------------------
because of disability prior to becoming eligible for benefits under Section
4 shall be entitled to the Actuarial Equivalent of his Accrued Benefit.
Disability shall be established, as determined by the Committee, if the
Participant is unable for a period reasonably expected to exceed six months
to perform the duties of the position held prior to the incident or the
onset of the illness resulting in the disability.
7. Special 1993 Enhanced Retirement Plan Benefits. Any
----------------------------------------------
Participant who retires pursuant to the terms of the 1993 Enhanced
Retirement Plan shall have his benefit under Section 3 or 4 calculated as
if he were five years older and had five additional years of Credited
-6-
Service (not to exceed thirty years) as of December 31, 1993. The minimum
increase in benefits shall be fifteen percent of the benefit determined as
of December 31, 1993 (without such additional age and service).
8. Forfeiture for Activity Contrary to the Company's Best
------------------------------------------------------
Interests.
- - ---------
(a) Notwithstanding any provision of this Plan to the
contrary, the right of a Participant and his beneficiary or beneficiaries
to receive a benefit hereunder is expressly conditioned upon the
Participant neither (i) having ceased to be employed by the Company or any
Subsidiary under circumstances or conditions inimical or contrary to the
best interests of the Company or any Subsidiary, nor (ii) thereafter
engaging in any activity which in the Committee's judgment is inimical or
contrary to the best interests of the Company or any Subsidiary.
(b) Should a Participating Employer propose to enforce the
foregoing, it shall give written notice to the Participant or other
person(s) otherwise entitled to payment, and may withhold payment pending
final resolution of the matter. The Committee shall thereupon investigate
the alleged violation and shall consider, under such rules of procedure as
the Committee shall deem reasonable, such evidence and testimony as the
Participating Employer and the Participant or other person or persons
receiving or otherwise entitled to receive payment may wish to submit in
support or refutation of the alleged violation. The decision of the
Committee shall be final and conclusive. If the Committee concludes that
there has been a violation, the right of the Participant and all
beneficiaries to receive payment hereunder shall thereupon cease. If the
Committee concludes that there has not been a violation, the amounts
withheld or suspended shall become payable as though no proceedings had
been instituted nor any payment withheld or suspended, without, however,
any interest for the period during which such amounts were withheld or
suspended.
(c) The provisions of this Section authorizing the
Participating Employer to give notice of an alleged violation or possible
violation of the conditions of paragraph (a) shall not be interpreted as
requiring the Participating Employer to take such action in each and every
instance of a violation or suspected violation, and in determining whether
an attempt to enforce the forfeiture provisions of this Section shall be
made, the Participating Employer may consider the possible economic damage
it might
-7-
suffer from the violation or suspected violation, the circumstances
surrounding the discontinuance of the employment of the Participant with
the Participating Employer and the quantum of proof which the Participating
Employer may have of a violation of the aforesaid conditions.
(d) The provisions of this Section shall in no way impair or
derogate the rights which a Participating Employer may otherwise have under
any employment contract with a Participant or at law or in equity, to
prevent the disclosure of confidential information or to recover damages
for the disclosure thereof or to prevent a Participant from engaging in
competition with a Participating Employer or to recover damages therefor.
(e) The Board (or the Executive Committee at any time the
Board of Directors is not in session) may revoke this Section at any time,
whereupon no Accrued Benefit at that time shall ever be subject to
forfeiture or revocation for any reason, including (but not limited to) any
subsequent amendment to this Plan which reinstates the provisions of this
Section or imposes similar conditions on a Participant's right to receive
benefits hereunder.
(f) If the provisions of this Section are invoked at any
time after payments have already been made, the Participating Employer
shall have the right to a refund of all monies theretofore paid. If the
Participating Employer shall find it necessary to file suit to recover any
amount hereunder, it shall be entitled to recover its reasonable attorney's
fees and costs.
9. Payment Methods Prior to January 1, 1995. The basic method of
----------------------------------------
payment for Participants retiring prior to January 1, 1995 is monthly
payments for life, beginning on the first day of the month coincident with
or next following the Participant's retirement date, with the last payment
being for the month in which the Participant's death occurs, but with 120
monthly payments guaranteed. Alternatively, at the request of the
Participant and with the approval of the Committee, a Participant may
receive the benefit in either of the following optional methods which shall
be the Actuarial Equivalent of the basic method of payment:
(a) As a single lump-sum payment; or
(b) As a two-thirds joint and survivor annuity with such
contingent annuitant as the Participant may designate. If a Participant
has selected this method of payment and the contingent annuitant dies
before payments begin, the selection shall be revoked, but if the
contingent annuitant dies after payments
-8-
begin, the selection of this method of payment shall not be affected and no
new contingent annuitant may be named.
A Participant may elect an optional method of payment under this Plan which
is different from the method of payment elected under either the Basic
Plan, the Campbell Taggart Plan or the Excess Benefit Plan.
10. Payment Methods On or After January 1, 1995. The basic method
-------------------------------------------
of payment for Participants retiring on or after January 1, 1995 shall be
monthly payments for life, beginning on the first day of the month
coincident or next following the Participant's retirement date, with the
last payment being for the month in which the Participant's death occurs,
but with 120 monthly payments guaranteed. Notwithstanding the foregoing,
payment shall be made in a single lump sum unless the Participant gives
written notice to the Committee, at least one year prior to the date
benefits are to commence, that he elects to receive benefits under either
the basic method of payment described above or one of the following
optional methods which shall be the Actuarial Equivalent of the basic
method of payment:
(a) A two-thirds joint and survivor annuity with such
contingent annuitant as the Participant may designate. If a Participant
has selected this method of payment and the contingent annuitant dies
before payments begin, the selection shall be revoked, but if the
contingent annuitant dies after payments begin, the selection of this
method of payment shall not be affected and no new contingent annuitant may
be named; or
(b) Level installments over a five-year period.
A Participant may elect an optional method of payment under this Plan which
is different from the method of payment elected under either the Basic
Plan, the Campbell Taggart Plan or the Excess Benefit Plan.
11. Obligation to Pay Benefits Hereunder. No trust fund, escrow
------------------------------------
account or other segregation of assets shall be established or made by any
Participating Employer to guarantee, secure or assure the payment of any
benefit hereunder. The obligation of each Participating Employer to pay
benefits pursuant to this Plan shall constitute only a general obligation
of the Participating Employer to the Participants and other payees
hereunder in accordance with the terms hereof. Payment of benefits by a
Participating Employer hereunder shall be made only from the general funds
of the Participating Employer and no Participant or other potential payee
of any amount hereunder shall have any interest in any particular asset of
-10-
any Participating Employer by reason of the existence of this Plan, and the
amounts payable hereunder shall be subject in all respects to claims of
general creditors of the respective Participating Employers until actually
paid over to the person(s) entitled to receive the same.
12. Special Rule for Non-Deductible Amounts. Any amount otherwise
---------------------------------------
payable under the Plan in a calendar year for which the Company determines
that the amount would not be deductible by any Participating Employer under
section 162(m) of the Internal Revenue Code, shall not be paid until such
calendar year as the Company determines that the amount has ceased to be so
non-deductible. In the case of any inconsistency between this Section 12
and any other provision of the Plan, this Section 12 shall govern, except
in the case of Section 13 becoming applicable.
13. Change in Control.
-----------------
(a) If a Change in Control (as defined in Section 13(b))
shall occur, then, notwithstanding anything to the contrary herein, a
Participant's Accrued Benefit under the Plan as of the Change in Control
Date shall be fully vested and non-forfeitable. Within 30 days after the
Change in Control Date, the Participant shall be paid, in a single lump-sum
payment, the Actuarial Equivalent of such Accrued Benefit as of the date of
payment. Notwithstanding the foregoing, if, on the Change in Control date,
a Participant otherwise satisfied the eligibility requirements for early or
normal retirement benefits under Sections 3 or 4, such Participant's
benefit shall be paid as if he actually retired on the Change in Control
Date. The Chief Executive Officer shall be deemed to have granted any
necessary approvals.
(b) For purposes of this Plan, a "Change in Control" shall
occur if (i) any Person (as defined herein) becomes the beneficial owner
directly or indirectly (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934 as amended ("Act")) of more than 50% of the
Company's then outstanding voting securities (measured on the basis of
voting power); (ii) the shareholders of the Company approve a definitive
agreement to merge or consolidate the Company with any other corporation,
other than an agreement providing for (x) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
-10-
at least 50% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger
or consolidation, or (y) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person
acquires more than 50% of the combined voting power of the Company's then
outstanding securities; (iii) a change occurs in the composition of the
Board of Directors of the Company during any period of twenty-four
consecutive months such that individuals who at the beginning of such
period were members of the Board of Directors cease for any reason to
constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's shareholders, of each new director
was approved by a vote of at least two-thirds of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved; or (iv) the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all
or substantially all the Company's assets. A Change in Control shall be
deemed to have occurred on the date as of which any of the events described
in clauses (i) through (iv) occur (such date being referred to as the
"Change in Control Date"). For purposes of this paragraph, "Person" shall
have the meaning given in Section 3(a)(9) of the Act, as modified and used
in Sections 13(d) and 14(d) thereof; however, a Person shall not include
(aa) the Company or any of its subsidiaries, (bb) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, (cc) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (dd) a
corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of Company
stock.
(c) Notwithstanding Section 22, following a Change in
Control, the provisions of this Section 13 cannot, after the Change in
Control Date, be amended in any manner without the written consent of each
individual who was a Participant immediately prior to a Change in Control.
(d) Following a Change in Control, this Plan shall continue
in effect, notwithstanding that payment of benefits shall have been made
under Section 13(a), unless and until terminated by the Company.
(e) If a Change in Control occurs, Section 8 shall no longer
apply to any individual whose activities are not under investigation by the
Committee on the Change in Control Date.
-11-
(f) If by reason of this Section an excise or other special
tax ("Excise Tax") is imposed on any payment under this Plan (a "Required
Payment"), the amount of each Required Payment shall be increased by an
amount which, after payment of income taxes, payroll taxes and Excise Tax
thereon, will equal such Excise Tax on the Required Payment.
14. Concerning Payment; Beneficiaries.
---------------------------------
(a) Except as otherwise provided in this Section, any amount
payable under this Plan as a result of or following the death of a
Participant shall be applied only for the benefit of the beneficiary or
beneficiaries designated by the Participant pursuant to this Section. Each
Participant shall specifically designate, by name, on forms provided by the
Committee, the beneficiary(ies) to whom any such amounts shall be paid. A
Participant may change or revoke a beneficiary designation without the
consent of the beneficiary(ies) at any time by filing a new beneficiary
designation form with the Committee. The filing of a new form shall
automatically revoke any forms previously filed with the Committee. A
beneficiary designation form not properly filed with the Committee prior to
the death of the Participant shall have no validity under the Plan.
(b) Except as provided in Section 9 or 10, any such
designation shall be contingent on the designated beneficiary surviving the
Participant. If a designated beneficiary survives the Participant but dies
before receiving the entire amount payable to the designated beneficiary
hereunder, the amount which would otherwise have been so paid shall be paid
to the estate of the deceased beneficiary unless a contrary direction was
made by the Participant, in which case such direction shall control. More
than one beneficiary, and alternative or contingent beneficiaries, may be
designated, in which case the Participant shall specify the shares, terms
and conditions upon which amounts shall be paid to such multiple or
alternative or contingent beneficiaries, all of which must be satisfactory
to the Committee.
(c) If no beneficiary designation is on file with the
Committee at the time of the Participant's death or no beneficiary
designated by the Participant survives the Participant, the Participant's
estate shall be deemed to be the
-12-
beneficiary designated to receive any amounts then remaining payable under
this Plan.
(d) In determining any question concerning a Participant's
beneficiary, the latest designation filed with the Committee shall control
and intervening changes in circumstances shall be ignored. For example, if
a Participant's spouse is designated as beneficiary but thereafter is
divorced from the Participant, such designation shall remain valid unless
and until the Participant files a later beneficiary designation form with
the Committee.
(e) Any check issued on or before the date of a
Participant's death shall remain payable to the Participant, whether or not
the check is received by the Participant prior to death. Any check issued
after the date of the Participant's death shall be the property of the
Participant's beneficiaries determined in accordance with this Section 14.
15. Payees Presumed Competent. Every person receiving or claiming
-------------------------
amounts payable under this Plan shall be conclusively presumed to be
mentally competent and of legal age until the Committee receives a written
notice, in form, manner and substance acceptable to it, that any such
person is incompetent or is a minor or that a guardian or other person
legally vested with the care of his estate has been appointed.
16. Facility of Payment. If any amount is payable hereunder to a
-------------------
minor or other person under legal disability or otherwise incapable of
managing his or her own affairs, as determined by the Committee in its sole
discretion, payment thereof shall be made in one (or any combination) of
the following ways, as the Committee shall determine in its sole
discretion:
(i) Directly to said minor or other person;
(ii) To a custodian for said minor or other person
(whether designated by the Company or any other person) under the Missouri
Transfers to Minors Law, the Missouri Personal Custodian Law or a similar
law of any other jurisdiction;
-13-
(iii) To the conservator of the estate of said minor or
other person; or
(iv) To some relative or friend of such minor or other
person for the support, welfare or education of such minor or other person.
The Committee shall not be required to see to the application of any
payment so made, and payment to the person determined by the Committee
shall fully discharge the plan and the Participating Employer from any
further accountability or responsibility with respect to the amount so
paid.
17. Notice of Address; Lost Payees. The address of every
------------------------------
Participant or other person entitled to any payment hereunder on file for
purposes of the Basic or Campbell Taggart Plan shall be used for all
purposes of this Plan. If the Committee is unable to locate any person, or
the estate of such person, after a reasonable attempt to locate such person
has been made, within two years after an amount becomes payable hereunder,
the right and interest of such payee in and to the amount payable shall
terminate on the last day of such two-year period.
18. Participating Employer. Any Participating Employer in the
----------------------
Basic or Campbell Taggart Plan may become a Participating Employer in this
Plan by submitting to the Committee a resolution of its board of directors
adopting the provisions of this Plan. The adoption of this Plan by a
Participating Employer shall constitute an automatic delegation by it to
the Board of full authority to amend or terminate the Plan and to the
Committee to administer this Plan. Benefits payable under this Plan for a
Participant whose employment terminates from a Participating Employer shall
be solely the obligation of that Participating Employer. A Participating
Employer may withdraw from the Plan by action of its board of directors.
If such a withdrawal shall occur, no benefit shall be payable under this
Plan to any Participant who has not otherwise satisfied the eligibility
requirements of Sections 3, 4 or 6, as of the date of withdrawal.
Notwithstanding the foregoing, any benefits in pay status as of the date of
withdrawal shall continue to be paid in full in accordance with the terms
hereof.
19. No Liability for Payee's Debts. Amounts payable under this
------------------------------
Plan shall not be liable for or subject to the debts or liabilities of any
payee, and no amount payable hereunder shall at any time or in any manner
be subject to anticipation, alienation, sale, transfer, assignment, pledge
or encumbrance of any kind, whether to any Participating Employer or to any
other party whomsoever, and whether with or without consideration. If any
-14-
payee shall attempt to, or shall anticipate, alienate, sell, transfer,
assign, pledge or otherwise encumber any amounts payable hereunder or any
part thereof, or if by reason of bankruptcy or other event, such amounts
would at any time be received or enjoyed by persons other than such payee,
except as otherwise permitted by this Plan, the Committee in its sole
discretion may terminate such person's interest in any such amounts and
hold or apply such amounts to or for the use of such person, his spouse,
children or other dependents, or any of them, as the Committee may
determine.
20. Administration. This Plan shall be administered by a
--------------
Committee composed of the Company's Chief Executive Officer, Chief
Administrative Officer and Corporate Secretary. The Committee shall
administer the Plan in accordance with its terms and shall have all powers
necessary to carry out the provisions of the Plan. The Committee shall
interpret the Plan; shall determine all questions arising in the
administration, interpretation, and application of the Plan; and shall
construe any ambiguity, supply any omission, and reconcile any
inconsistency in such manner and to such extent as the Committee deems
proper. Any interpretation or construction placed upon any term or
provision of the Plan by the Committee, any decisions and determinations of
the Committee arising under the Plan, including without limiting the
generality of the foregoing: (i) the eligibility of any individual to
become or remain a Participant and a Participant's status as such, and
Eligible Earnings for any year; (ii) the time, method and amounts of
payments payable under the Plan; (iii) the rights of Participants; and any
other action or determination or decision whatsoever taken or made by the
Committee in good faith shall be final, conclusive, and binding upon all
persons concerned, including, but not limited to, the Company, all
Participating Employers and all Participants and beneficiaries.
21. Negation of Employment Contract. This Plan does not create an
-------------------------------
employment contract and nothing contained herein shall be deemed (a) to
give a Participant the right to be retained in the employ of any
Participating Employer; (b) to interfere with the right of any
Participating Employer to discharge a Participant at any time with or
without cause; (c) to give any Participating Employer the right to require
a Participant to remain in its employ; or (d) to interfere with the right
of a Participant to terminate employment voluntarily whenever the
Participant chooses.
22. Modification, Amendment, or Termination. The Company has the
---------------------------------------
absolute right to modify or amend this Plan in whole or in part, at any
time and from time to time, effective as of any specified prior, current or
future date. Such amendment shall be made in accordance with applicable
corporate procedures then in effect for similar matters. The Company also
-15-
reserves the right to terminate this Plan, in whole or in part, voluntarily
as of any specified current or future date. This Plan shall be
automatically terminated upon a termination of the Basic Plan, a
dissolution of the Company (but not upon a merger, consolidation,
reorganization or recapitalization of the Company if the surviving
corporation therein specifically assumes this Plan and agrees to be bound
by the terms hereof); upon the Company being legally adjudicated a
bankrupt; upon the appointment of a receiver or trustee in bankruptcy with
respect to the Company's assets and business if such appointment is not set
aside within 90 days thereafter; or upon the making by the Company of an
assignment for the benefit of creditors. Upon termination of this Plan, no
additional employee shall become eligible to participate herein, and no
additional benefits shall be accrued hereunder. Notwithstanding the
termination of this Plan, no Participant affected thereby shall be deprived
of the right to receive his Accrued Benefit at the time and in the manner
provided by this Plan.
23. Set Off and Withholding.
-----------------------
(a) Any amount then due and payable by the Company or any
Participating Employer to any Participant or the beneficiary of any
Participant under this Plan may be offset by any amounts owed to any
Subsidiary by the Participant and/or the beneficiary for any reason and in
any capacity whatsoever, as the Company may determine in its sole and
absolute discretion.
(b) There shall be deducted from any amount payable under
this Plan all taxes required to be withheld by any federal, state or local
government. Participants and their beneficiaries shall bear any and all
federal, state, local and other income taxes and other taxes imposed on
amounts paid under the Plan, whether or not withholding is required or
carried out in accordance with this provision.
24. Claims Procedures.
-----------------
(a) The Committee shall make all decisions and determinations
respecting the right of any person to a payment under the Plan.
(b) The following procedure shall be followed with respect to
claims under the Plan:
-16-
(i) Any claimant who believes he or she is entitled to a
benefit under this Plan shall submit a claim for such benefit in
writing to the Committee.
(ii) Any decision by the Committee denying a claim in whole
or in part shall be stated in writing by the Committee and
delivered or mailed to the claimant within ninety (90) days after
receipt of the claim by the Committee unless special
circumstances require an extension of time for processing, but in
any event within one hundred eighty (180) days after such
receipt. If such an extension of time is taken, the Committee
shall inform the claimant of the delay in writing before the
expiration of the initial ninety (90) day period, including
the reasons therefor and the date by which the Committee expects
to render a decision. Any decision denying a claim shall set
forth the specific reasons for the denial with specific
references to Plan provisions on which the denial is based, a
description of any additional material or information necessary
to perfect the claim and the reasons therefor, and an explanation
of the Plan's claim review procedure, all written in a manner
calculated to be understood by the claimant. If the Committee
does not notify the claimant of denial of the claim or the need
for an extension of time within the initial ninety (90) day
period, the claim shall be deemed denied.
(iii) If a claim is denied in whole or in part, the
claimant or his duly authorized representative may request a
review by the Committee of the decision upon written application
to the Committee within sixty (60) days after notification of the
decision. The claimant or his duly authorized representative may
review pertinent documents and submit issues and comments in
writing. The Committee shall make its decision on review not
later than sixty (60) days after receipt of the request for
review unless special circumstances require an extension of time
for processing, in which case its decision shall be rendered as
soon as possible, but not later than one hundred twenty (120)
days after receipt of the request for review. If such an
extension of time is taken, the Committee shall inform the
claimant of the delay in writing before the expiration of the
initial sixty (60) day period. The decision on review shall be
in writing and shall include specific reasons for the decision,
written in a manner calculated to be understood by the claimant
and specific references to the pertinent plan provisions on which
the decision is based. If the Committee does not notify the
-17-
claimant of its decision on review within the period herein
provided for, the claim shall be deemed denied on review.
(c) The Committee may adopt such rules as it deems necessary,
desirable, or appropriate to carry out its duties under this Section 24.
Any action or determination or decision whatsoever taken or made by the
Committee under this Section 24 shall be final, conclusive, and binding
upon all persons concerned, including, but not limited to, the Company, all
Participating Employers and all Participants and beneficiaries.
(d) The procedure provided for in this Section 24 shall be the
sole, exclusive and mandatory procedure for resolving any dispute under
this Plan.
25. Miscellaneous.
-------------
(a) In any instance in which the Committee believes such
action to be in the best interest of the party entitled to receive any
payment under this Plan, or to be in the best interests of any
Participating Employer (such as to eliminate small account balances or to
avoid the administrative inconvenience and expense which might be incurred
if relatively small amounts were to be paid to multiple recipients over
lengthy periods of time), amounts payable hereunder may be paid in a single
lump-sum payment, the amount of which shall be the Actuarial Equivalent of
the payment in question.
(b) In the event of the death of a Participant or any
beneficiary, the Committee need not make any payment provided for by this
Plan until it shall have received proof satisfactory to it of such death
and of the identity, existence and location of the party thereafter
entitled to receive payments under this Plan.
-18-
(c) In making any payment or taking any action under this
Plan, the Participating Employers and the Committee shall be absolutely
protected in relying upon any finding or statement of facts believed to be
true, and on any written instrument believed to have been signed by the
proper party.
(d) Subject to the applicable provisions of the Employee
Retirement Income Security Act of 1974 which provide to the contrary, this
Plan shall be administered, construed, and enforced according to the laws
of the State of Missouri and in Courts situated in that State.
IN WITNESS WHEREOF, ANHEUSER-BUSCH COMPANIES, INC. has caused this
Amended and Restated Plan to be executed by its officers thereunto duly
authorized, this 24th day of June, 1994, effective as of October 1, 1993.
----
ANHEUSER-BUSCH COMPANIES, INC.
By /s/Jerry E. Ritter
------------------------------------
Jerry E. Ritter
Vice President and Group Executive
serp.93
-19-
EX-10.11
FIRST AMENDMENT TO THE
ANHEUSER-BUSCH COMPANIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED OCTOBER 1, 1993
Pursuant to Section 22 of the Anheuser-Busch Companies, Inc.
Supplemental Executive Retirement Plan (the "Plan"), Anheuser-Busch
Companies, Inc. (the "Company") reserved the right to amend the Plan
from time to time. The Company hereby amends the Plan as set forth
below, effective as of December 14, 1994.
Section 5 shall be deleted and the following Section 5 shall be
substituted therefor:
5. Pre-Retirement Death Benefit
----------------------------
(a) If a participant dies while employed by a
Participating Employer, and after otherwise satisfying the
requirements of Sections 3, 4 or 6 to receive a retirement
benefit, a death benefit may be paid. The death benefit, when
combined with certain life insurance proceeds as described below,
is intended to place the Participant in approximately the same
position (after payment of income taxes) as he would have been in
had he retired on the date of his death.
The amount of the death benefit, if any, payable from this
Plan shall be computed as follows:
(i) the After-Tax single lump sum Actuarial Equivalent
of his Accrued Benefit under this Plan plus the
After-Tax single lump sum value of any benefits
that would have been payable under any Excess
Benefit Plan if the Participant had retired
(rather than died) on his date of death, minus
-----
(ii) the single lump sum proceeds of any life insurance
policy insuring the life of the Participant,
whether group, individual, term, universal or any
other type, available through the Company or any
Subsidiary, regardless of whether the premiums
therefor are paid by the Participant or the
Company. For purposes hereof, each Participant
shall be deemed to have elected to participate in
all such life insurance programs available through
the Company or any Subsidiary, whether or not such
Participant actually so participated on the date
of his death. Any insurance policy proceeds
directly attributable to supplemental
contributions made by the Participant with respect
to any such policy shall not be taken into account
for this purpose.
(iii) The amount so obtained shall then be grossed up
for income tax purposes by dividing such amount by
one minus the tax rate determined under paragraph
(b).
(b) For purposes of this Section 5, the term "After-Tax"
shall mean the amount remaining after subtraction of approximate
federal, state and local income and employment taxes expected to
be paid on the amount in question. The Company's Tax Controller,
or other officer with similar responsibilities, shall determine
"After-Tax" amounts, in his discretion, using such presumed tax
rates as he shall deem reasonable and appropriate under the
circumstances of the individual involved.
(c) Any amount payable under this Section 5 shall be paid
in a single lump sum to the Beneficiary determined in accordance
with Section 14.
In Witness Whereof, the appropriate officers of the Company have
executed this amendment, on this 13 day of February, 1995.
--
Anheuser-Busch Companies, Inc.
/s/Jerry E. Ritter
------------------------------------
Jerry E. Ritter
Chief Financial and Administrative Officer
l:\wppjgj\death
EX-10.13
FIRST AMENDMENT TO
ANHEUSER-BUSCH EXECUTIVE DEFERRED COMPENSATION PLAN
WHEREAS, Anheuser-Busch Companies, Inc. adopted the Anheuser-
Busch Executive Deferred Compensation Plan (the "Plan") for the
purpose of providing deferred compensation to a select group of
management and highly compensated employees, effective as of
January 1, 1994; and
WHEREAS, Anheuser-Busch Companies, Inc. reserved to its Chief
Financial Officer the right to amend the Plan on its behalf; and
WHEREAS, the Chief Financial Officer of the Company deems it
necessary and desirable to amend the Plan.
NOW, THEREFORE, the Plan is hereby amended by deleting paragraph
(ii) from Section 3.01(a) and substituting the following
therefor:
3.01. . . .
(a) . . .
(ii) if a Participant's annual Base Salary
rate is changed during a Year, the amounts
deferred prior to the date of change shall
not be changed. The maximum portion of each
installment that can be deferred after the
change shall be determined by: (i) adding
(a) the Participant's actual Base Salary for
-
the period before the effective date of the
change, and (b) the Participant's Base Salary
-
rate per pay period on the effective date of
the change multiplied by the number of pay
periods remaining in the Year on the
effective date of the change; (ii)
subtracting from the total (a)$250,000 As
-
Adjusted, and (b) the total amount deferred
-
during the Year before the effective date of
the change; and (iii) dividing the remainder
by the number of pay periods remaining in the
Year as of the effective date of the change.
This First Amendment to the Anheuser-Busch Executive Deferred
Compensation Plan shall be effective from and after April 1,
1994.
IN WITNESS WHEREOF, Anheuser-Busch Companies, Inc. executed this
First Amendment this 4th day of April, 1994.
ANHEUSER-BUSCH COMPANIES, INC.
By /s/Jerry E. Ritter
---------------------------------
Jerry E. Ritter
WPPCGW/edcp1st.amd Chief Financial Officer
EX-10.14
ANHEUSER-BUSCH
401(k) RESTORATION PLAN
Effective January 1, 1994
(true and correct as of February 6, 1995)
<PAGE>
TABLE OF CONTENTS
-----------------
ARTICLE I
ESTABLISHMENT OF PLAN
---------------------
1.1. Action By Company . . . . . . . . . . . . . . . . . . 1
1.2. Purpose of the Plan . . . . . . . . . . . . . . . . . 1
ARTICLE II
DEFINITIONS
-----------
2.1. Account. . . . . . . . . . . . . . . . . . . . . . . . 1
2.2. Beneficiary. . . . . . . . . . . . . . . . . . . . . . 1
2.3. Company Contributions. . . . . . . . . . . . . . . . . 1
2.4. Compensation . . . . . . . . . . . . . . . . . . . . . 1
2.5. Effective Date . . . . . . . . . . . . . . . . . . . . 1
2.6. Election Date. . . . . . . . . . . . . . . . . . . . . 1
2.7. Eligible Employee. . . . . . . . . . . . . . . . . . . 2
2.9. Investment Fund. . . . . . . . . . . . . . . . . . . . 2
2.10. Match Rate . . . . . . . . . . . . . . . . . . . . . . 2
2.11. Participant. . . . . . . . . . . . . . . . . . . . . . 2
2.12. Participating Employer . . . . . . . . . . . . . . . . 2
2.13. Personal Salary Deferral Contributions . . . . . . . . 2
2.14. Plan Year. . . . . . . . . . . . . . . . . . . . . . . 2
2.15. Regular 401(k) Plan. . . . . . . . . . . . . . . . . . 2
2.16. Regular 401(k) Plan Matched Contributions. . . . . . . 2
2.17. Reporting Person . . . . . . . . . . . . . . . . . . . 2
2.18. Reporting Person's HCSF Sub-Account. . . . . . . . . . 2
ARTICLE III
ELIGIBILITY
-----------
3.1. Eligibility on Election Dates . . . . . . . . . . . . . 3
3.2. Eligibility Requirements. . . . . . . . . . . . . . . . 3
3.3. Participation . . . . . . . . . . . . . . . . . . . . . 3
3.4. Suspension. . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE IV
PARTICIPANT DEFERRAL OF COMPENSATION
------------------------------------
4.1. Election. . . . . . . . . . . . . . . . . . . . . . . . 4
4.2. Time For Making Election. . . . . . . . . . . . . . . . 4
4.3. Special Rule for Reporting Persons. . . . . . . . . . . 4
4.4. Cessation of Personal Salary Deferral
Contributions . . . . . . . . . . . . . . . . . . . . 4
i
<PAGE>
ARTICLE V
COMPANY CONTRIBUTIONS
---------------------
ARTICLE VI
ACCOUNTS
--------
6.1. Establishment of Accounts . . . . . . . . . . . . . . . 5
6.2. Crediting of Personal Salary Deferral
Contributions. . . . . . . . . . . . . . . . . . . . . 5
6.3. Crediting of Company Contributions . . . . . . . . . . . 5
6.4. Crediting or Debiting of Investment Returns . . . . . . 5
6.5. Debiting of Payments . . . . . . . . . . . . . . . . . . 5
ARTICLE VII
HYPOTHETICAL INVESTMENTS
------------------------
7.1. Election of Hypothetical Investments . . . . . . . . . . 6
7.2. Crediting of Investment Returns . . . . . . . . . . . . 6
ARTICLE VIII
VESTING
-------
8.1. Personal Salary Deferral Contributions . . . . . . . . . 7
8.2. Company Contributions . . . . . . . . . . . . . . . . . 7
ARTICLE IX
PAYMENT OF BENEFITS
-------------------
9.1. Election . . . . . . . . . . . . . . . . . . . . . . . 7
9.2. Commencement of Payments . . . . . . . . . . . . . . . 7
9.3. Timing of Payments . . . . . . . . . . . . . . . . . . 8
9.4. Set Off and Withholding . . . . . . . . . . . . . . . . 8
9.5. Determination of Payment Amounts. . . . . . . . . . . . 8
9.6. Unforeseeable Emergency . . . . . . . . . . . . . . . . 9
9.7. Change in Control . . . . . . . . . . . . . . . . . . . 10
9.8. General Right to Accelerate Payment . . . . . . . . . . 11
9.9. Payments After Death . . . . . . . . . . . . . . . . . 11
9.10. All Payments to be Made by the Company. . . . . . . . . 13
9.11. Special Rule for Non-deductible Amounts . . . . . . . . 13
9.12. Special Rule for Reporting Persons. . . . . . . . . . . 13
ARTICLE X
PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY
----------------------------------------------
10.1. Adoption . . . . . . . . . . . . . . . . . . . . . . . 13
10.2. Withdrawal . . . . . . . . . . . . . . . . . . . . . . 13
ii
<PAGE>
10.3. Succession . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE XI
ADMINISTRATION AND CLAIMS PROCEDURES
------------------------------------
11.1. Administrative Duties of the Company . . . . . . . . . 14
11.2. Claims Procedures . . . . . . . . . . . . . . . . . . . 14
11.3. Books and Records . . . . . . . . . . . . . . . . . . . 16
11.4. Notices . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE XII
AMENDMENT AND TERMINATION
-------------------------
ARTICLE XIII
MISCELLANEOUS
-------------
13.1. Company's Obligations Unsecured . . . . . . . . . . . 17
13.2. No Alienation. . . . . . . . . . . . . . . . . . . . . 17
13.3. No Waiver of Rights . . . . . . . . . . . . . . . . . 18
13.4. Severability . . . . . . . . . . . . . . . . . . . . . 18
13.5. Legal Expenses . . . . . . . . . . . . . . . . . . . . 18
13.6. Presumption of Competence. . . . . . . . . . . . . . . 18
13.7. Facility of Payment. . . . . . . . . . . . . . . . . . 18
13.8. No Guarantee of Employment or Compensation . . . . . . 19
13.9. Plan Provisions Binding . . . . . . . . . . . . . . . 19
13.10. Rules of Interpretation . . . . . . . . . . . . . . . 19
13.11. Missouri Law Controls . . . . . . . . . . . . . . . . 19
13.12. Reporting Persons . . . . . . . . . . . . . . . . . . 19
13.13. Counterparts . . . . . . . . . . . . . . . . . . . . . 19
iii
<PAGE>
ANHEUSER-BUSCH
401(k) RESTORATION PLAN
-----------------------
ARTICLE I
ESTABLISHMENT OF PLAN
---------------------
1.1. Action By Company. Effective as of January 1, 1994,
-----------------
Anheuser-Busch Companies, Inc., a Delaware corporation (the
"Company"), hereby establishes the Anheuser-Busch 401(k)
Restoration Plan (the "Plan").
1.2. Purpose of the Plan. The Plan is established and
-------------------
maintained by the Company for the purpose of restoring certain
benefits which are precluded from being provided under the
Regular 401(k) Plan to a select group of management and highly
compensated employees.
ARTICLE II
DEFINITIONS
-----------
Except as otherwise expressly provided in this Plan,
all capitalized terms used herein shall have the meaning ascribed
to them in the Regular 401(k) Plan.
2.1. "Account." The separate record of the interest of
-------
each Participant in this Plan which the Company will establish in
accordance with Article VI.
2.2. "Beneficiary." The individual or individuals
-----------
designated by a Participant to receive benefits under Section
9.9, or any other person deemed to be a Beneficiary under any
other provision of this Plan or by law.
2.3. "Company Contributions." The amounts credited to the
---------------------
Accounts of Participants pursuant to Article V hereof.
2.4. "Compensation." Base Pay under the Regular 401(k)
------------
Plan, except that no reduction shall be made to reflect the
limitation under Section 401(a)(17) of the Code.
2.5. "Effective Date." January 1, 1994.
--------------
2.6. "Election Date." A date determined by the Company not
-------------
later than which any election under the Plan must be made.
2.7. "Eligible Employee." An Employee of any Participating
-----------------
Employer who is eligible to participate in the Plan in accordance
with Article III hereof.
2.8. "Employee." A common-law employee of any
--------
Participating Employer.
2.9. "Investment Fund." Any of the investment sub-funds
---------------
which, from time to time, comprise the Fund under the Regular
401(k) Plan. At the time of the establishment of this Plan, the
Investment Funds include the Company Stock Fund, the Equity Index
Fund, the Medium-Term Fixed Income Fund and the Short-Term Fixed
Income Fund.
2.10. "Match Rate." The applicable contribution rate for
----------
Company Matching Contributions under the Regular 401(k) Plan from
time to time.
2.11. "Participant." Any Eligible Employee who has elected
-----------
to participate in the Plan in accordance with Section 4.1 hereof
and for whom an Account is maintained.
2.12. "Participating Employer." The Company and any other
----------------------
employer which is a Participating Employer under the Regular
401(k) Plan and employs any Eligible Employees.
2.13. "Personal Salary Deferral Contributions." A
--------------------------------------
Participant's personal salary deferral contributions to this
Plan.
2.14. "Plan Year." The fiscal year adopted for this Plan.
---------
On the Effective Date, the Plan Year is the calendar year.
2.15. "Regular 401(k) Plan." The Anheuser-Busch Deferred
-------------------
Income Stock Purchase and Savings Plan, as amended from time to
time.
2.16. "Regular 401(k) Plan Matched Contributions." A
-----------------------------------------
Participant's Personal Contributions to the Regular 401(k) Plan
with respect to which Company Matching Contributions are made.
2.17. "Reporting Person." As of a given date, an Employee
----------------
who would be required to report an ordinary purchase or sale of
the common stock of the Company occurring on such date to the
Securities and Exchange Commission pursuant to Section 16(a) of
the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder.
2.18. "Reporting Person's HCSF Sub-Account." That portion
-----------------------------------
of an Account of a Reporting Person which is hypothetically
invested in the Company Stock Fund.
2
<PAGE>
ARTICLE III
ELIGIBILITY
-----------
3.1. Eligibility on Election Dates. Any person who is an
-----------------------------
Employee of a Participating Employer on the Effective Date or any
subsequent Election Date is eligible to participate in the Plan
as of such Effective Date or Election Date provided he or she
satisfies the requirements of Section 3.2 on such date.
3.2. Eligibility Requirements. In order to be eligible to
------------------------
defer any portion of his Compensation under the Plan from time to
time, an Employee must satisfy the following requirements:
(a) Be a participant in the Regular 401(k) Plan;
(b) Have Compensation exceeding the limit
established under Section 401(a)(17) of the Code, determined on a
ratable basis under the standards applied under the Regular
401(k) Plan; and
(c) Be contributing to the Regular 401(k) Plan the
maximum percentage of Base Pay which may constitute Regular
401(k) Plan Matched Contributions.
3.3. Participation. Any Eligible Employee shall become a
-------------
Participant in the Plan by electing to make Personal Salary
Deferral Contributions pursuant to Article IV hereof, and shall
remain a Participant as long as he or she shall continue to live
and have an Account.
3.4. Suspension.
----------
(a) A Participant who reduces contributions to the
Regular 401(k) Plan below the maximum percentage of Base Pay
which may constitute Regular 401(k) Plan Matched Contributions
shall be suspended from making Personal Salary Deferral
Contributions and from receiving Company Contributions under this
Plan for period of twelve (12) months after the effective date of
such withdrawal.
(b) A Participant who makes a withdrawal pursuant
to Section 9.6 or a hardship withdrawal under the Regular 401(k)
Plan shall be suspended from making Personal Salary Deferral
Contributions and receiving Company Contributions under this Plan
for a period of twelve (12) months after the effective date of
such withdrawal.
(c) A Participant who is suspended from making
Regular 401(k) Plan Matched Contributions for any other reason
3
<PAGE>
shall be suspended from making Personal Salary Deferral
Contributions and receiving Company Contributions under this Plan
for the same period as the suspension period provided for in the
Regular 401(k) Plan.
(d) Any Participant suspended pursuant to this
Section 3.4 may resume deferrals under this Plan only if the
Participant satisfies the requirements of Section 3.2 at the time
of resumption and makes an election described in Section 4.1 not
later than the Election Date for the Plan Year in which deferrals
are resumed, whether the Participant's suspension period expires
as of January 1 or on a later date during the Plan Year.
ARTICLE IV
PARTICIPANT DEFERRAL OF COMPENSATION
------------------------------------
4.1. Election. An Eligible Employee who wishes to begin or
--------
resume Personal Salary Deferral Contributions under the Plan must
execute and deliver the appropriate Company form properly
completed. Execution and delivery of such form to the Company
shall be an irrevocable direction by the Participant to his or
her Participating Employer to defer payment of an amount which is
equal to (a) the difference between the Participant's
Compensation and the applicable annual compensation limit under
Section 401(a)(17) of the Code, times (b) the maximum percentage
of Base Pay which may constitute Regular 401(k) Plan Matched
Contributions until the earlier of the date the Participant's
employment with all Participating Employers ends, the date of
suspension of the Participant's contributions pursuant to Section
3.4 or the date of cessation of the Participant's Personal Salary
Deferral Contributions pursuant to Section 4.4.
4.2. Time For Making Election. In general, the election
------------------------
described in Section 4.1 must be made not later than the Election
Date which immediately precedes the Plan Year in which the
Participant wishes to begin or resume making Personal Salary
Deferral Contributions. In the case of an Employee who becomes
an Eligible Employee after the Effective Date, the election to
begin making Personal Salary Deferral Contributions described in
Section 4.1 must be made not later than the Election Date which
coincides with such Employee's initial eligibility, and will
apply to defer amounts attributable to services performed after
such Election Date.
4.3. Special Rule for Reporting Persons. Notwithstanding
----------------------------------
anything, an election described in Section 4.1 by a Reporting
Person shall not be effective as to Compensation payable prior to
the first day of the month following the calendar month in which
the election is executed and delivered.
4
<PAGE>
4.4. Cessation of Personal Salary Deferral Contributions.
---------------------------------------------------
A Participant may cease making Personal Salary Deferral
Contributions as of the first day of any Plan Year, provided that
the Participant executes and delivers the appropriate form
promulgated by the Company not later than the Election Date which
immediately precedes the Plan Year. An election under this
Section 4.4 does not constitute a termination of participation in
the Plan.
ARTICLE V
COMPANY CONTRIBUTIONS
---------------------
Each Participant's Account will be credited with a
Company Matching Contribution which is equal to (a) the amount of
such Participant's Personal Salary Deferral Contribution, times
(b) the Match Rate, all as determined from time to time. Each
Participant's Account will be credited with a Supplemental
Contribution for each Plan Year at the same rate as the
Supplemental Contribution under the Regular 401(k) Plan for the
Regular 401(k) Plan's plan year within which the Plan Year of
this Plan ends.
ARTICLE VI
ACCOUNTS
--------
6.1. Establishment of Accounts. The Company will establish
-------------------------
an Account for the benefit of each Participant.
6.2. Crediting of Personal Salary Deferral Contributions.
---------------------------------------------------
Each Participant's Account shall be credited with his or her
Personal Salary Deferral Contributions at the same time as
accounts under the Regular 401(k) Plan are credited with Personal
Contributions.
6.3. Crediting of Company Contributions. Each
----------------------------------
Participant's Account will also be credited with Company Matching
Contributions and Supplemental Contributions in accordance with
Article V, at the same times as accounts under the Regular 401(k)
Plan are credited therewith.
6.4. Crediting or Debiting of Investment Returns. The
-------------------------------------------
Company shall credit or debit, as the case may be, each
Participant's Account to reflect the return on hypothetical
investments provided in Article VII.
6.5. Debiting of Payments. Each Participant's Account
--------------------
shall be debited by the amount of any payments of benefits
pursuant to Article IX at the time of any such payments.
5
<PAGE>
ARTICLE VII
HYPOTHETICAL INVESTMENTS
------------------------
7.1. Election of Hypothetical Investments. Prior to
------------------------------------
becoming a Participant, each Participant must (and at such times
as the Company may thereafter allow, each Participant may) select
the combination of Investment Funds in which he or she wishes
hypothetically to invest, subject to the following limitations:
(a) The portion of each Participant's Account which
is attributable to Company Contributions, including earnings
thereon, shall be hypothetically invested at all times in the
Company Stock Fund.
(b) At least 50% of the portion of each
Participant's Account which is attributable to Personal Salary
Deferral Contributions, including earnings thereon, shall be
hypothetically invested in the Company Stock Fund for at least
one complete Plan Year after the Plan Year of contribution.
(c) Notwithstanding (b) above, no part of the value
of a Reporting Person's Account which is attributable to Personal
Salary Deferral Contributions shall be hypothetically invested in
the Company Stock Fund at any time.
(d) A Participant's elections respecting
hypothetical investment of future deferrals and hypothetical
investment of the Participant's existing Account shall be made
separately and independently in accordance with the rules and
regulations of the Regular 401(k) Plan.
(e) If a Participant dies before distribution of
the Participant's entire Account is complete, the Participant's
Beneficiary shall have the right to make the elections reserved
to the Participant in the foregoing subsections of this Section
7.1 from the date the Employee Stock Plans Department of the
Company receives written notice of the Participant's death
through the date of final distribution; provided: (i) if a
deceased Participant has two or more Beneficiaries, the
Beneficiaries shall have the right to make such elections with
respect to the portions of the Participant's Account to which
they are respectively entitled; and (ii) if the Beneficiary is a
minor or otherwise legally incompetent, a parent or legal
guardian of the Beneficiary, as the case may be, shall exercise
such right on behalf of the Beneficiary.
7.2. Crediting of Investment Returns. The Company shall,
-------------------------------
at such times and in such manner as it in its sole discretion
determines to be appropriate, credit or debit each Participant's
Account, as the case may be, with the appropriate amount of
6
<PAGE>
income, gain or loss, as if such Account had been invested in the
combination of Investment Funds he or she has selected in
accordance with Section 7.1.
ARTICLE VIII
VESTING
-------
8.1. Personal Salary Deferral Contributions. The portion
--------------------------------------
of a Participant's Account which is attributable to the
Participant's Personal Salary Deferral Contributions, together
with all earnings thereon, shall be fully vested and non-
forfeitable at all times.
8.2. Company Contributions. The portion of a Participant's
---------------------
Account which is attributable to Company Contributions, together
with all earnings thereon, shall vest and become non-forfeitable
when the portion of such Participant's Regular 401(k) Plan
account which is attributable to Company Matching Contributions
and Supplemental Contributions vests and becomes non-forfeitable.
ARTICLE IX
PAYMENT OF BENEFITS
-------------------
9.1. Election.
--------
(a) At the time an Eligible Employee makes the
initial election to participate in the Plan which is described in
Section 4.1, he or she shall also irrevocably elect whether
amounts deferred under the Plan during the initial Plan Year and
subsequent Plan Years shall be made in a single sum, or five (5)
installments, and whether payment shall begin as of the first day
of the calendar month following termination of the Participant's
employment with all Employing Companies or as of the January 1
following the termination, all subject to acceleration as
provided for in Sections 9.6, 9.7 and 9.8.
(b) A Participant may change any prior election
made pursuant to Section 9.1(a) or any election pursuant to this
Section 9.1(b), effective as to the value of the Participant's
Account which is attributable to contributions made on and after
the first day of any succeeding Plan Year. Notice of any such
change shall be filed by the Election Date for such Plan Year on
a form prescribed by the Company.
9.2. Commencement of Payments. Subject to the remaining
------------------------
provisions of this Article IX, payments under the Plan shall
begin as of the first day of the calendar month following the
Participant's termination of employment with all Employing
Companies or as of the January 1 following the termination, as
elected by the Participant.
7
<PAGE>
9.3. Timing of Payments.
------------------
(a) If a Participant has elected payment of any
portion of the Participant's Account in a single sum pursuant to
Section 9.1, such single sum amount shall be due and payable as
of the first day of the calendar month following termination of
the Participant's employment with all Employing Companies or as
of the January 1 following the termination, as elected by the
Participant.
(b) If a Participant has elected payment of any
portion of the Participant's Account in installments pursuant to
Section 9.1, the initial installment shall be due and payable as
of the first day of the calendar month following the
Participant's termination of employment with all Employing
Companies or as of the January 1 following the termination, as
elected by the Participant, and the remaining four (4)
installments shall be due and payable as of January 1 of the next
four (4) Plan Years.
(c) Notwithstanding Section 9.3(b), if the
Participant's employment with all Employing Companies terminates
before age fifty-five (55) for any reason other than the
Participant's death or disability, the Company may determine that
payment of the Participant's entire Account balance shall be paid
in a single sum, notwithstanding any election by the Participant
to the contrary.
9.4. Set Off and Withholding.
-----------------------
(a) Any amount then due and payable by the Company
to any Participant and/or Beneficiary under this Plan may be
offset by any amount owed to any Employing Company by the
Participant and/or Beneficiary for any reason and in any capacity
whatsoever, as the Company may determine in its sole and absolute
discretion.
(b) There shall be deducted from any amount payable
under this Plan all taxes required to be withheld by any federal,
state or local government. Participants and their Beneficiaries
shall bear any and all federal, state, local and other income
taxes and other taxes imposed on amounts paid under the Plan,
whether or not withholding is required or carried out in
accordance with this provision.
9.5. Determination of Payment Amounts.
--------------------------------
(a) If payment to a Participant or Beneficiary
occurs in a single sum, the amount of such single sum shall be
equal to the Participant's vested Account balance as of the
Plan's valuation date immediately preceding the payment date.
(b) If payment to a Participant or Beneficiary
occurs in annual installments, the amount of each installment
shall be equal to the Participant's vested Account balance as of
the Plan's valuation date immediately preceding the payment date,
8
<PAGE>
divided by the number of installments then remaining to be paid.
For example, to determine the amount of the first installment,
divide the Participant's vested Account balance by five (5); to
determine the amount of the second installment, divide the
Participant's vested Account balance by four (4), and so on.
9.6. Unforeseeable Emergency.
-----------------------
(a) Notwithstanding Sections 9.1, 9.2 and 9.3
above, the Company may determine that payment of any portion of
the amount then due a Participant or Beneficiary under the Plan
shall be accelerated on application of the Participant or
Beneficiary on account of and subject to reasonable proof of
unforeseeable emergency.
(b) For purposes of this Section 9.6, an
unforeseeable emergency is a severe financial hardship to the
Participant or Beneficiary resulting from a sudden and unexpected
illness or accident of the Participant or Beneficiary or of a
dependent (as defined in section 152(a) of the Internal Revenue
Code) of the Participant or Beneficiary, loss of the
Participant's or Beneficiary's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as
a result of events beyond the control of the Participant or
Beneficiary. The circumstances that will constitute an
unforeseeable emergency will depend upon the facts of each case,
but, in any case, payment may not be made to the extent that such
hardship is or may be relieved--
(i) Through reimbursement or compensation by
insurance or otherwise,
(ii) By liquidation of the Participant's or
Beneficiary's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship, or
(iii) By cessation of Personal Salary Deferral
Contributions under the Plan if and when possible under the
remaining provisions of the Plan, or by cessation of elective
deferrals if and when possible under any other deferred
compensation plan for which the Participant or Beneficiary is
eligible.
Examples of what are not considered to be unforeseeable
emergencies include the need to send a Participant's or
Beneficiary's child to college or the desire to purchase a home.
(c) Withdrawal of amounts because of an
unforeseeable emergency shall be permitted only to the extent
reasonably needed to satisfy the emergency. If the Company
determines that an unforeseeable emergency requires and can be
satisfied by cessation of deferrals under this Plan and any other
deferred compensation plan without withdrawal under this Plan,
the Company shall direct cessation of such deferrals under this
Plan and any other such plan if and to the extent permitted under
9
<PAGE>
the provisions thereof, and shall not direct acceleration of
payment under this Section 9.6.
(d) All determinations under this Section 9.6 shall
be made by an Administrative Committee appointed pursuant to
Section 11.1(c).
9.7. Change in Control.
-----------------
(a) If a Change in Control (as defined in Section 9.7(b))
shall occur, then, notwithstanding anything to the contrary
herein, the entire amount accrued on behalf of a Participant
under the Plan as of the Change in Control Date shall be paid in
a single sum within 30 days after the Change in Control Date.
(b) For purposes of this Plan, a "Change in
Control" shall occur if:
(i) Any Person (as defined herein) becomes the
beneficial owner directly or indirectly (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934 as amended
("Act")) of more than 50% of the Company's then outstanding
voting securities (measured on the basis of voting power);
(ii) The shareholders of the Company approve a
definitive agreement to merge or consolidate the Company with any
other corporation, other than an agreement providing for (x) a
merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity),
in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of
the Company, at least 50% of the combined voting power of the
voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or
(y) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person acquires more than 50% of the combined voting power of
the Company's then outstanding securities;
(iii) A change occurs in the composition of the
Board of Directors of the Company during any period of twenty-
four consecutive months such that individuals who at the
beginning of such period were members of the Board of Directors
cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by the
Company's shareholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved;
or
10
<PAGE>
(iv) The shareholders of the Company approve a
plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially
all the Company's assets.
A Change in Control shall be deemed to have occurred on the date
as of which any of the events described in clauses (i) through
(iv) occur (such date being referred to as "Change in Control
Date"). For purposes of this paragraph, "Person" shall have the
meaning given in Section 3(a)(9) of the Act, as modified and used
in Sections 13(d) and 14(d) thereof; however, a Person shall not
include (aa) the Company or any of its subsidiaries, (bb) a
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any of its subsidiaries, (cc) an
underwriter temporarily holding securities pursuant to an
offering of such securities, or (dd) a corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of Company
stock.
(c) Following a Change in Control, the provisions
of this Section 9.7 cannot, after the Change in Control Date, be
amended in any manner without the written consent of each
individual who was a Participant immediately prior to a Change in
Control.
(d) Following a Change in Control, this Plan may
continue in effect, notwithstanding that payment of benefits
shall have been made under Section 9.7(a).
(e) If, by reason of this Section 9.7, an excise or
other special tax ("Excise Tax") is imposed on any payment under
the Plan (a "Required Payment"), the amount of each Required
Payment shall be increased by an amount which, after payment of
income taxes, payroll taxes and Excise Tax on such additional
amount, will equal such Excise Tax on the Required Payment.
9.8. General Right to Accelerate Payment. Notwithstanding
-----------------------------------
Sections 9.2 and 9.3, the Company by its proper officers in its
sole discretion may direct current payment of all amounts then
credited to all Participants' Accounts under the Plan.
9.9. Payments After Death.
--------------------
(a) Except as otherwise provided in this Section
9.9, any amount payable under this Plan as a result of or
following the death of a Participant shall be applied only for
the benefit of the Beneficiary or Beneficiaries designated by the
Participant pursuant to this Section 9.9 or any other person
deemed to be a Beneficiary under any other provision of this Plan
or by law. Each Participant shall specifically designate, by
name, on forms provided by the Company, the Beneficiary(ies) to
11
<PAGE>
whom any such amounts shall be paid. A Participant may change or
revoke a Beneficiary designation without the consent of the
Beneficiary(ies) at the time by filing a new Beneficiary
designation form with the Company. The filing of a new form
shall automatically revoke any forms previously filed with the
Company. A Beneficiary designation form not properly filed with
the Company prior to the death of the Participant shall have no
validity under the Plan.
(b) Any such designation shall be contingent on the
designated Beneficiary surviving the Participant. If the
designated Beneficiary survives the Participant but dies before
receiving the entire amount payable to the designated Beneficiary
hereunder, the amount which would otherwise have been so paid
shall be paid to the estate of the deceased Beneficiary unless a
contrary direction was made by the Participant, in which case
such direction shall control. More than one Beneficiary, and
alternative or contingent Beneficiaries may be designated, in
which case the Participant shall specify the shares, terms and
conditions upon which amounts shall be paid to such multiple or
alternative or contingent Beneficiaries, all of which must be
satisfactory to the Company.
(c) If no Beneficiary designation is on file with
the Company at the time of the Participant's death, the
beneficiary(ies) for purposes of the Regular 401(k) Plan shall be
deemed to be the Beneficiary designated to receive any amounts
then remaining payable under this Plan.
(d) If no Beneficiary designated by the Participant
under this Plan or the Regular 401(k) Plan survives the
Participant, the Participant's estate shall be deemed to be the
Beneficiary designated to receive any amounts then remaining
payable under this Plan.
(e) In determining any question concerning a
Participant's Beneficiary, the latest designation filed with the
Company shall control and intervening changes in circumstances
shall be ignored. For example, if a Participant's spouse is
designated as Beneficiary but thereafter is divorced from the
Participant, such designation shall remain valid until and unless
the Participant files a later Beneficiary designation form with
the Company.
(f) Any check issued on or before the date of a
Participant's death shall remain payable to the Participant
whether or not the check is received by the Participant prior to
death. Any check issued after the date of the Participant's
death shall be the property of the Participant's Beneficiaries
determined in accordance with this Section 9.9.
12
<PAGE>
(g) A Participant's election of payment in
installments shall not be altered by reason of the Participant's
death.
9.10. All Payments to be Made by the Company. All payments
--------------------------------------
due any Participant or Beneficiary under this Plan shall be the
sole responsibility of the Company.
9.11. Special Rule for Non-deductible Amounts. Any amount
---------------------------------------
otherwise payable under the Plan in a Plan Year for which the
Company determines that the amount would not be deductible by any
Participating Employer under section 162(m) of the Internal
Revenue Code shall not be paid until such Plan Year as the
Company determines that the amount has ceased to be non-
deductible by any Participating Employer under section 162(m) of
the Internal Revenue Code. In the case of any inconsistency
between this Section 9.11 and any other provision of the Plan,
this Section 9.11 shall govern, except in the case of Section
9.7.
9.12 Special Rule for Reporting Persons. Notwithstanding
----------------------------------
any other provision of the Plan, including without limitation
Sections 9.6, 9.7 and 9.8, no amount shall be distributed from a
Reporting Person's HCSF Sub-Account until the affected
Participant either ceases to be a Reporting Person or ceases to
be an Employee, whichever occurs first.
ARTICLE X
PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY
----------------------------------------------
10.1. Adoption. A Participating Employer other than the
--------
Company shall adopt this Plan by written instrument executed by
its proper officers, subject to the written approval of the
Company by its proper officers or their delegates. Adoption of
the Plan by a Participating Employer shall constitute automatic
delegation of all rights and duties it might otherwise reserve to
itself under the Plan to the Company, including full authority to
amend or terminate the Plan.
10.2. Withdrawal. A Participating Employer shall
----------
automatically withdraw from the Plan if and when it ceases to be
a Participating Employer under the Regular 401(k) Plan, without
the execution of any other instrument. A Participating Employer
may voluntarily withdraw from the Plan on not less than thirty
(30) days' written notice from its proper officers.
10.3. Succession. In the event of dissolution, merger,
----------
consolidation, or spin-off involving a Participating Employer,
the entity surviving the transaction shall succeed to the rights
and duties of the affected Participating Employer without the
execution of any other instrument.
13
<PAGE>
ARTICLE XI
ADMINISTRATION AND CLAIMS PROCEDURES
------------------------------------
11.1. Administrative Duties of the Company.
------------------------------------
(a) The Company shall have sole responsibility for
the administration of the Plan.
(b) The Company shall administer the Plan in
accordance with its terms and shall have all powers necessary to
carry out the provisions of the Plan. The Company shall
interpret the Plan; shall determine all questions arising in the
administration, interpretation, and application of the Plan; and
shall construe any ambiguity, supply any omission, and reconcile
any inconsistency in such manner and to such extent as the
Company deems proper. Any interpretation or construction placed
upon any term or provision of the Plan by the Company, any
decisions and determinations of the Company arising under the
Plan, including without limiting the generality of the foregoing:
(i) the eligibility of any individual to become or remain a
Participant, a Participant's status as such and the amount of a
Participant's Compensation for any Plan Year, (ii) the time,
method and amounts of payments payable under the Plan; (iii) the
rights of Participants; and (iv) any other action or
determination or decision whatsoever taken or made by the Company
in good faith, shall be final, conclusive, and binding upon all
persons concerned, including, but not limited to, the Company,
all Participating Employers and all Participants and
Beneficiaries.
(c) The Chief Financial Officer of the Company
shall appoint one or more Employees to carry out the Company's
duties hereunder.
(d) The Company may employ accountants, counsel,
specialists, and other persons necessary to help carry out its
duties and responsibilities under the Plan. The Company or any
appointee shall be entitled to rely conclusively upon any
opinions or reports which shall be furnished to it or him by such
accountants, counsel, specialists, and other persons.
(e) No Employee shall participate in determining
his or her own entitlement under the Plan.
11.2. Claims Procedures.
-----------------
(a) The Company shall make all decisions and
determinations respecting the right of any person to a payment
under the Plan.
(b) The following procedure shall be followed with
respect to claims under the Plan:
14
<PAGE>
(i) Any claimant who believes he or she is
entitled to a payment under this Plan shall submit a claim for
such payment in writing to the Company.
(ii) Any decision by the Company denying a claim
in whole or in part shall be stated in writing by the Company and
delivered or mailed to the claimant within ninety (90) days after
receipt of the claim by the Company unless special circumstances
require an extension of time for processing, but in any event
within one hundred eighty (180) days after such receipt. If such
an extension of time is taken, the Company shall inform the
claimant of the delay in writing before the expiration of the
initial ninety (90) day period, including the reasons therefor
and the date by which the Company expects to render a decision.
Any decision denying a claim shall set forth the specific reasons
for the denial with specific references to Plan provisions on
which the denial is based, a description of any additional
material or information necessary to perfect the claim and the
reasons therefor, and an explanation of the Plan's claim review
procedure as provided for in Section 11.2(b)(iii), all written in
a manner calculated to be understood by the claimant. If the
Company does not notify the claimant of denial of the claim or
the need for an extension of time within the initial ninety (90)
day period, the claim shall be deemed denied.
(iii) If a claim is denied in whole or in part,
the claimant or his or her duly authorized representative may
request a review by the Company of the decision upon written
application to the Company within sixty (60) days after
notification of the decision. The claimant or his or her duly
authorized representative may review pertinent documents and
submit issues and comments in writing. The Company shall make
its decision on review not later than sixty (60) days after
receipt of the request for review unless special circumstances
require an extension of time for processing, in which case its
decision shall be rendered as soon as possible, but not later
than one hundred twenty (120) days after receipt of the request
for review. If such an extension of time is taken, the Company
shall inform the claimant of the delay in writing before the
expiration of the initial sixty (60) day period. The decision on
review shall be in writing and shall include specific reasons for
the decision, written in a manner calculated to be understood by
the claimant and specific references to the pertinent plan
provisions on which the decision is based. If the Company does
not notify the claimant of its decision on review within the
period herein provided for, the claim shall be deemed denied on
review.
(c) The Company may adopt such rules as it deems
necessary, desirable, or appropriate to carry out its duties
under this Section 11.2. All rules, decisions and determinations
15
<PAGE>
of the Company under this Section 11.2 shall be uniformly and
consistently applied. Any action or determination or decision
whatsoever taken or made by the Company under this Section 11.2
in good faith shall be final, conclusive and binding upon all
persons concerned, including, but not limited to, the Company,
all Participating Employers, and all Participants and
Beneficiaries.
(d) The procedure provided for in this Section 11.2
shall be the sole, exclusive and mandatory procedure for
resolving any dispute under this Plan.
11.3. Books and Records.
-----------------
(a) The Company shall keep such books, records, and
other data as it deems necessary for proper administration of the
Plan, including but not limited to records of each Participant's
Personal Salary Deferral Contributions, hypothetical Investment
Fund and payment elections, Account balance and payment record.
(b) The records of the Company shall be binding on
all persons unless proved incorrect to the satisfaction of the
Company.
(c) The Company shall comply with all reporting and
disclosure requirements of the law and shall maintain all records
required by law.
11.4. Notices.
-------
(a) Any notice from the Company to any Participant
shall be in writing and shall be given by delivery to the
Participant, or by mailing to the last known residence address of
the Participant. Any notice from a Participant to the Company
shall be in writing and shall be given by delivery to the
Employee Stock Plans Department of the Company at the Company's
headquarters, except as otherwise designated by the Company.
Notices shall be effective on the date of actual delivery.
(b) Each Participant shall furnish all information,
including post office address and each change of post office
address, proofs, receipts and releases, as may be required by the
Company.
(c) Any communication, statement or notice
addressed to any individual at the last post office address filed
with the Company shall be binding for all purposes of the Plan,
and the Company shall not be obligated to search for or ascertain
the whereabouts of any such individual.
(d) Except as provided for in Article IV, any
notice required by the Plan may be waived by the Company or any
Participant.
16
<PAGE>
(e) Notwithstanding any other provision of this
Section 11.4, in the event and to the extent permitted under the
Regular 401(k) Plan, notices may be made by electronic means.
ARTICLE XII
AMENDMENT AND TERMINATION
-------------------------
The Chief Financial Officer of the Company shall
have authority to amend or terminate the Plan on behalf of the
Company in his or her sole discretion at any time, except as
follows:
(a) Any amendments that affect the Contribution
Rate shall require approval by the Compensation Committee of the
Board of Directors of the Company; and
(b) No amendment shall retroactively reduce any
Participant's Account under the Plan, except as provided for in
Section 13.12.
All Participants shall be bound by any amendment to the Plan
without the execution of any other instrument.
ARTICLE XIII
MISCELLANEOUS
-------------
13.1. Company's Obligations Unsecured. It is the intention
-------------------------------
of the Company and all Participants that the Plan shall be
unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974. Amounts payable
to Participants under this Plan shall be paid solely from the
general assets of the Company as they come due from time to time.
No Participant or Beneficiary shall have any property interest
whatsoever in any asset of the Company on account of
participation in this Plan. Participants' rights under this Plan
shall be no greater than the right of an unsecured general
creditor of the Company. Nothing in this Plan shall require the
Company to invest any amount in any asset or type of asset.
13.2. No Alienation. Except as required by law, amounts
-------------
payable under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution, or levy of any kind,
either voluntary or involuntary; any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to payment hereunder shall be
void, and the Company shall not in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements or
torts of any Participant or other person.
17
<PAGE>
13.3. No Waiver of Rights. Except as provided for in
-------------------
Section 11.2, no failure or delay by the Company or any
Participant to exercise any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or
privilege.
13.4. Severability. The invalidity of any particular
------------
clause, provision or covenant herein shall not invalidate all or
any part of the remainder of this Plan, but such remainder shall
be and remain valid in all respects as fully as the law will
permit.
13.5. Legal Expenses. In any proceeding to enforce rights
--------------
and obligations hereunder, the unsuccessful party shall pay the
successful party an amount equal to all reasonable out-of-pocket
expenses (including reasonable legal expenses and court costs)
incurred by the successful party.
13.6. Presumption of Competence. Every person receiving or
-------------------------
claiming amounts payable under this Plan shall be conclusively
presumed to be mentally competent and of legal age unless and
until the Company receives proof satisfactory to the Company that
the person is incompetent or is a minor or that a guardian or
other person legally vested with the care of the person's estate
has been appointed.
13.7. Facility of Payment. If any amount is payable
-------------------
hereunder to a minor or other person under legal disability or
otherwise incapable of managing his or her own affairs, as
determined by the Company in its sole discretion, payment thereof
shall be made in one (or any combination) of the following ways,
as the Company shall determine in its sole discretion:
(a) directly to said minor or other person;
(b) to a custodian for said minor or other person
(whether designated by the Company or any other person) under the
Missouri Transfers to Minors Law, the Missouri Personal Custodian
Law or a similar law of any jurisdiction;
(c) to the conservator of the estate of said minor
or other person; or
(d) to some relative or friend of such minor or
other person for the support, welfare or education of such minor
or other person.
The Company shall not be required to see to the application of
any payment so made, and payment to the person determined by the
Company shall fully discharge the Company from any further
18
<PAGE>
accountability or responsibility with respect to the amount so
paid.
13.8. No Guarantee of Employment or Compensation. No
------------------------------------------
provision of this Plan shall restrict any Employing Company from
discharging a Participant from employment or restrict any
Participant from resigning from employment with any Participating
Employer. No provision of this Plan shall restrict any Employing
Company from increasing or decreasing the compensation of any
Employee.
13.9. Plan Provisions Binding. The provisions of the Plan
-----------------------
shall be binding upon the Company, all Participating Employers
and all persons entitled to benefits under the Plan and their
respective successors, heirs and legal representatives.
13.10. Rules of Interpretation. Words of gender shall
-----------------------
include persons and entities of any gender, the plural shall
include the singular, and the singular shall include the plural.
Captions are intended to assist in reference and shall not be
interpreted as part of the Plan.
13.11. Missouri Law Controls. Subject to the applicable
---------------------
provisions of the Employee Retirement Income Security Act of 1974
which provide to the contrary, this Plan shall be administered,
construed, and enforced according to the laws of the State of
Missouri and in Courts situated in that State.
13.12. Reporting Persons. It is intended that the
-----------------
interests of Reporting Persons in the Plan qualify for exclusion
from the definition of "derivative securities" contained in Rule
16a-1(c) of the Securities and Exchange Commission; the Plan
shall be interpreted in a manner consistent with that intent.
Moreover, the Chief Financial Officer of the Company may amend
the Plan, retroactively if deemed prudent, as such Officer deems
appropriate to ensure the continuation of such qualification.
13.13. Counterparts. This Plan may be executed in two or
------------
more counterparts, any one of which shall constitute an original
without reference to the others.
IN WITNESS WHEREOF, the Company has executed this
Plan this 23rd day of November, 1993, effective as of the 1st day
of January, 1994.
ANHEUSER-BUSCH COMPANIES, INC.
BY: /s/Jerry E. Ritter
------------------------------
Jerry E. Ritter
Chief Financial Officer
wppcgw\plan\401krest.295
19
EX-12
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of the Company's earnings
to fixed charges, on a consolidated basis, for the periods
indicated:
Year Ended December 31
-----------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
7.6X 5.2X 7.8X 6.4X 5.1X
For purposes of this ratio, earnings have been calculated by adding
to income before income taxes the amount of fixed charges. Fixed
charges consist of interest on all indebtedness, amortization of
debt discount and expense of that portion of rental expense deemed
to represent interest.
The ratio for 1993 includes the impact of the company's
restructuring charge which decreased 1993 income before income
taxes by $565 million.
<PAGE>1
MANAGEMENT'S DISCUSSION AND ANALYSIS [LOGO] ANHEUSER-BUSCH
OF OPERATIONS AND FINANCIAL CONDITION COMPANIES, INC.
1994 FINANCIAL REVIEW
INTRODUCTION
------------
This discussion summarizes the significant factors affecting the
consolidated operating results, financial condition and liquidity/
cash flows of Anheuser-Busch Companies, Inc.
during the three-year period ended
December 31, 1994. This discussion should
be read in conjunction with the Letter to [A & EAGLE]
Shareholders, Consolidated Financial Statements
and Financial Statement Notes included in this CONTENTS
annual report.
MANAGEMENT'S
Financial results (operating income, pretax DISCUSSION AND
income, net income and earnings per share) for ANALYSIS OF OPERATIONS
1993 and 1992 were impacted by certain AND FINANCIAL
nonrecurring special charges and accounting CONDITION 33
changes. These items are summarized below:
CONSOLIDATED BALANCE
1993 NONRECURRING SPECIAL CHARGES SHEET 44
Financial results for 1993 were affected by CONSOLIDATED STATEMENT
two nonrecurring special charges as follows: OF INCOME 45
1. The company's Profitability Enhancement CONSOLIDATED STATEMENT
Program, which included significant OF CHANGES IN
operational and organizational changes, SHAREHOLDERS EQUITY 46
resulted in a one-time, pretax restructuring
charge of $565 million, or $1.26 per share. CONSOLIDATED STATEMENT
OF CASH FLOWS 47
This Program included the following elements:
-An enhanced retirement program for salaried NOTES TO CONSOLIDATED
employees ($142 million); FINANCIAL STATEMENTS
48
-The write-down of underperforming assets
included in the entertainment segment FINANCIAL SUMMARY-
($114 million) and food products segment OPERATIONS 62
($31 million); and
FINANCIAL SUMMARY-
-The restructuring and reorganization of the BALANCE SHEET AND
company ($278 million). OTHER INFORMATION 64
As anticipated, the Program generated RESPONSIBILITY FOR
approximately $100 million of cost savings in FINANCIAL STATEMENTS
1994. In conjunction with Program-related capital 66
expenditures of approximately $1.3 billion during
1994-1998, the Program is expected to generate REPORT OF INDEPENDENT
additional cost savings accumulating to ACCOUNTANTS 66
approximately $300 million a year by 1998.
Further information concerning the details of the
Profitability Enhancement Program and related
restructuring charge, including a reconciliation
of the restructuring accrual for 1994, is included
in Note 2 to the Consolidated Financial Statements.
2. The Revenue Reconciliation Act of 1993, which
increased the federal income tax rate by one
percentage point to 35% from 34%, resulted in a
$33 million, or $.12 per share, one-time increase
in the company's deferred tax liability. This
charge was determined in accordance with Financial
Accounting Standard 109 (FAS 109), "Accounting for
Income Taxes."
These two 1993 special charges make it difficult to
directly compare full-year 1994 and 1993 financial results.
Accordingly, key financial comparisons are presented on
both a "normal operations" basis (excluding the special
charges) and an "as reported" basis (including the special
charges) in order to facilitate a full understanding of
company results.
33
<PAGE>2
1992 NONRECURRING SPECIAL CHARGES (ACCOUNTING CHANGES)
Net income and earnings per share for 1992 were impacted ANHEUSER-BUSCH
by the adoption of two new accounting principles. Effective
January 1, 1992, as discussed in Note 3 to the Consolidated COMPANIES, INC.
Financial Statements, the company adopted the financial
accounting standards for postretirement benefits (FAS 106) ACHIEVED RECORD
and income taxes (FAS 109). The company elected to
immediately recognize the cumulative effect of adoption of GROSS SALES
FAS 106 and FAS 109 pertaining to years prior to 1992
through a one-time cumulative effect adjustment, which DURING 1994
decreased 1992 net income and earnings per share by $76.7
million and $.26, respectively. These amounts are separately OF $13.73
identified in the company's consolidated income statement.
BILLION, AN
Implementation of FAS 106 in 1992 was based on benefit
levels in effect at the time of adoption. Certain changes INCREASE OF
to these benefit levels were implemented in 1993 and 1994,
thereby reducing the FAS 106 pretax expense amount in these 4.2% OVER 1993.
years. Further information concerning FAS 106 is included
in Note 10 to the Consolidated Financial Statements.
OPERATIONS
----------
SALES
Anheuser-Busch Companies, Inc. achieved record gross sales
during 1994 of $13.73 billion, an increase of $548.4 million
or 4.2% over 1993 gross sales of $13.19 billion. Gross sales
for 1993 were .9% higher than 1992. Gross sales for 1992 were
$13.06 billion, an increase of 3.4% over 1991. Gross sales
include $1.68 billion, $1.68 billion and $1.67 billion,
respectively, in federal and state beer excise taxes for 1994,
1993 and 1992.
Net sales for 1994 were also a record $12.1 billion, an
increase of $548.5 million or 4.8% over 1993 net sales of $11.5
billion. Net sales for 1993 were 1.0% higher than 1992. Net
sales during 1992 were $11.4 billion, an increase of 3.6% over
1991.
The increases in gross and net sales in 1994 as compared to
1993 were driven primarily by higher domestic and international
beer sales and reflect beer volume growth for established
premium brands, new brand introductions and exports. [SALES
GRAPH]
Anheuser-Busch, Inc., the company's brewing subsidiary and
largest contributor to consolidated sales, reported record 1994
sales of 88.5 million barrels, an increase of 1.2 million barrels,
or 1.4% over the 87.3 million barrels sold during 1993. Sales-to-
retailers, considered a more accurate measure of underlying
consumer demand, increased 2.8% in 1994 as compared to 1993.
The difference between growth rates in reported sales volume
versus sales-to-retailers is primarily due to the company's
planned reduction in year-end 1994 wholesaler inventories. In 1993,
the company built year-end beer inventories in anticipation of
national labor negotiations, which were successfully
concluded in 1994. In addition to lowering Anheuser-Busch
sales volume growth, the planned inventory reduction also
affected the calculations for industry growth and market
share.
Anheuser-Busch beer sales for 1994 include 370,000 barrels
related to a previously announced contract-brewing arrangement
for the production of Kirin Ice for sale by the Kirin Brewery
in Japan.
The Budweiser family of premium beers was a significant
contributor to the increase in sales volume for 1994 and
contributed to an approximate 1% increase in revenue per
barrel. Bud family sales-to-retailers increased by 3.5% for
the year, led by Bud Light, which continues to grow at double-
digit rates, and the introduction of Ice Draft from Budweiser
and Ice Draft Light. Importantly, the company's flagship brand,
Budweiser, showed an improvement in sales trend during 1994,
with only a moderate decline in total sales volume. Bud Ice and
34
<PAGE>3
ANHEUSER-BUSCH, Bud Ice Light will replace the company's Ice Draft
brands in March. Innovative new packaging and the
INC. INCREASED ITS equity of the Bud Ice bar call will strengthen brand
participation in the important ice beer segment.
MARKET SHARE IN
During the third quarter of 1994, Bud Light became
1994, WITH SALES the largest-selling light beer in the country and the
second-largest beer brand behind Budweiser.
VOLUME REPRESENTING Anheuser-Busch beer brands are the leader in the
regular, light and nonalcohol beer categories, as well
APPROXIMATELY as the leader in each of the four price segments.
45% OF TOTAL Anheuser-Busch, Inc. increased its domestic market
share (excluding exports) during 1994 compared to 1993
DOMESTIC BREWING by .3 share points, with sales volume representing
45.0% of total domestic brewing industry sales
INDUSTRY SALES IN (including imports, nonalcohol brews and other malt
beverages), according to estimates based on information
THE U.S. provided by the Beer Institute. Anheuser-Busch has led
the brewing industry in sales volume and market share
each year since 1957.
The increases in gross and net sales in 1993 as
compared to 1992 were due to higher beer volume sales
as well as higher sales by the company's entertainment
subsidiaries. However, net revenue per barrel declined
approximately 1% in 1993 due primarily to competitive
pricing, brand and package mix shifts and geographic
trends.
Anheuser-Busch sold an industry record of 87.3
million barrels of beer in 1993, an increase of
one-half of one percent (.5%) compared to 1992 beer
volume of 86.8 million barrels. The company's 1993 beer
volume gains, built from the largest volume base in the
industry, were achieved despite severe economic
Weakness in key selling areas such as the West Coast
and Northeast.
Considering the competitive conditions in the beer
industry, the company's premium beer brands performed
well during 1993. Budweiser continued to dominate
across all demographic segments. Bud Light had an
excellent year in 1993 with double-digit growth.
The company began production at its 13th brewery in
the spring of 1993 in Cartersville, Ga. The
Cartersville brewery is the most modern and efficient
of the company's breweries and is currently operating
at more than one-half its ultimate capacity. When fully
operational in June 1995, the Cartersville brewery will
be able to produce up to 6.5 million barrels of beer
annually.
The increases in gross and net sales in 1992 as
compared to 1991 were due to higher beer volume, higher
beer revenue per barrel and higher sales by the
company's food products and entertainment subsidiaries.
Anheuser-Busch, Inc. maintained its market share in
1993, with sales volume representing approximately
44.7% of total domestic brewing industry sales
(excluding exports) in the U.S. The 1992 market share
amount was four-tenths (.4) of a share point higher
than 1991.
COST OF PRODUCTS AND SERVICES
Cost of products and services for 1994 was $7.78
billion, a 4.9% increase over the $7.42 billion
reported for 1993. This increase follows a 1.5% and
2.2% increase in 1993 and 1992, respectively. The cost
increases primarily relate to higher production costs
for the company's brewing subsidiary and other
beer-related operations, higher attendance at the
company's entertainment operations in 1994 and 1993 and
higher sales of the company's food products
subsidiaries in 1993 and 1992. The increase in cost of
products and services in 1992 versus 1991 is also due
to higher postretirement medical expense accruals
resulting from the 1992 adoption of FAS 106.
The increase in cost of products and services has
been partially offset each year by the company's
ongoing productivity improvement and cost reduction
programs as well as favorable packaging costs.
35
<PAGE>4
During 1995, packaging costs are expected to increase
as a result of higher aluminum costs. However, such PAYROLL
increase will be mitigated due to the fact the company
has protected pricing on more than half of its 1995 COSTS DURING
requirements at prices below the current market level.
1994 TOTALLED
As a percent of net sales, cost of products and
services for 1994 increased slightly to 64.6% compared $2.47 BILLION,
to 64.5% for 1993 and 64.2% in 1992.
A DECREASE OF
MARKETING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES
$10 MILLION
Marketing, distribution and administrative expenses for
1994 were $2.37 billion, an increase of 2.7% compared to VERSUS 1993.
1993 and lower than the overall rate of inflation.
These expenses increased in 1994 primarily due to higher
beer sales and the addition of marketing and distribution
expenses associated with the company's joint venture in
Japan, which began operations in September 1993. Expenses
for 1993 benefitted from lower postretirement medical costs
and the 1993 divestiture of the company's Newark whole-sale
operation. Accordingly, this category of expense was flat in
1993 as compared to 1992. The 1992 level reflects an increase
of 8.6% versus 1991.
Marketing, distribution and administrative expenses increased
in 1992 as a result of the higher level of marketing activity,
continuing development of new products and beer brands together
with related new advertising and marketing programs, the
introduction of new entertainment attractions, and the adoption
of FAS 106.
Areas of cost increase incurred by the company since 1991
include media advertising, point-of-sale materials and
developmental expenses associated with new advertising and
marketing programs for established as well as new products,
payroll and related costs, business taxes, depreciation,
supplies and general operating expenses.
TAXES AND PAYROLL COSTS
The company is significantly impacted by federal, state and
local taxes. Taxes applicable to 1994 operations (not including
the many indirect taxes included in materials and services
purchased) totalled $2.63 billion and highlight the burden of
taxation on the company and the brewing industry in general. [TOTAL
Taxes for 1994 increased $225 million or 9.3% versus 1993 taxes
of $2.41 billion. This increase follows a decrease of 5.8% in PAYROLL
1993 and an increase of 3.5% in 1992.
COST
The significant increase in total taxes for 1994 is due
primarily to higher income taxes resulting from the company's GRAPH]
substantially higher earnings level (on an as reported basis).
The decrease in total taxes for 1993 is due to the company's
lower earnings level as a result of the restructuring charge,
offset partially by higher beer excise taxes, the FAS 109
deferred tax revaluation adjustment and the 1% increase in the
federal statutory income tax rate effective January 1, 1993.
The increase in total taxes for 1992 over 1991 results
principally from higher excise taxes due to the company's
increase in beer sales volume and higher income taxes due
to the company's higher earnings level.
Payroll costs during 1994 totalled $2.47 billion, a
decrease of $10 million versus 1993 payroll costs of $2.48
billion, and reflect the lower number of employees due to
the 1993 enhanced retirement program. Payroll costs increased
1.9% in 1993 and 6.7% in 1992, reflecting normal increases in
salaries, wages and benefit costs. Payroll costs for 1993
exclude the one-time severance pay and other costs associated
with the company's enhanced retirement program. The 1992
increase in payroll costs reflects higher postretirement
benefit accruals due to the initial adoption of FAS 106.
Salaries and wages paid during 1994 totalled $1.95 billion.
Pension,
36
<PAGE>5
life insurance and health care benefits amounted to
DURING THE SECOND $344.1 million and payroll taxes were $177.3 million.
Employment at December 31, 1994 was 42,622 compared to
QUARTER OF 1994, A 43,345 at December 31, 1993.
FOUR-YEAR LABOR During the second quarter of 1994, a four-year labor
contract affecting the majority of the company's beer
CONTRACT AFFECTING production employees was ratified. The new contract
(which expires February 28, 1998) enhances a wage and
THE MAJORITY OF benefits package that is already the most attractive in
the industry. The agreement also establishes an
THE COMPANY'S improved framework for the company to increase
operating productivity over time.
BEER PRODUCTION
OPERATING INCOME
EMPLOYEES WAS
Operating income represents the measure of the
RATIFIED. company's financial performance before interest costs
and other nonoperating items.
As previously noted, 1993 operating income was
affected by the restructuring charge. Net income and
earnings per share for 1993 were also affected by the
one-time increase in the company's deferred tax
liability (FAS 109) resulting from the Revenue
Reconciliation Act of 1993. For clarity, all key
financial comparisons between 1994 and 1993 are
presented on both a "normal operations" basis
(excluding the special charges) and an "as reported"
basis (including the special charges).
Financial comparison between 1994 and 1993 is as
follows:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
| Full Year 1994 vs. 1993
| ($ in millions, except per share)
|-------------------------------------------
| 1993 1993
| Normal % As %
1994 | Operations Increase Reported Increase
-----------|--------------------------------------------
<S> <C> <C> | <C> <C> <C> <C>
Operating Income $1,899.1 | $1,776.9 6.9% $1,211.9 56.7%
Pretax Income $1,707.1 | $1,615.4 5.7% $1,050.4 62.5%
Net Income $1,032.1 | $ 980.6 5.3% $ 594.5 73.6%
Fully Diluted |
Earnings Per Share $3.88 | $3.55 9.3% $2.17 78.8%
</TABLE>
Operating income for 1994 was $1.90 billion, an
increase of $122.2 million, or 6.9%, over 1993 on a
normal operations basis. Operating income for 1994
increased by 56.7% over 1993 on an as reported basis.
[OPERATING The increase in operating income for 1994 on a normal
operations basis is primarily the result of positive
INCOME GRAPH] domestic and international beer performance, offset by
lower earnings at Campbell Taggart (domestic baking
operations) and the St. Louis National Baseball Club
(attributable primarily to the baseball players strike
which began in August 1994).
The company's baking subsidiary, Campbell Taggart,
Inc., reported substantially lower earnings in 1994,
with an earnings decline of nearly 50% for the full year
1994 versus 1993. The primary factors responsible for
the lower earnings level were:
- Erosion of profit margins due to the limited ability
to offset higher ingredient costs with higher prices;
- Lower profits from international operations due to a
weak Spanish economy and unfavorable exchange rates;
and
- Lower bakery efficiencies than expected.
A series of management and organizational changes have
been made at Campbell Taggart to address the production
efficiency issues, and steps are being taken to improve
the cost structure at the bakeries.
37
<PAGE>6
Including the restructuring charge, operating
income was $1.21 billion for 1993, a decline of NET INCOME
31.8% compared to 1992 operating income of $1.78
billion. Excluding the restructuring charge, FOR 1994 WAS
operating income for both 1993 and 1992 was $1.78
billion. Operating income for 1992 represented an $1.03 BILLION,
increase of 3.1% over 1991.
AN INCREASE OF
Operating income as a percent of net sales was 15.8%
in 1994, 10.5% in 1993 (15.4% excluding the restructuring $51.5 MILLION
charge) and 15.6% for 1992.
OVER 1993
NET INTEREST COST/INTEREST CAPITALIZED
ON A NORMAL
Net interest cost (interest expense less interest
income) for 1994 was $218.1 million, an increase of OPERATIONS BASIS.
$15.5 million, or 7.7%, over a net interest cost of
$202.6 million for 1993.
The increase in net interest cost for 1994 was due
to higher average debt balances outstanding during the
period, primarily as a result of financing international
brewing investments (mid-1993) and share repurchases.
Net interest cost for 1993 represented an increase of
$10.1 million, or 5.3%, when compared to 1992 net interest
cost of $192.5 million. The increase in net interest cost
during 1993 was due primarily to higher average debt
balances outstanding, primarily as a result of financing
international brewing investments.
Net interest cost for 1992 declined 16.0% as compared
to 1991. The decrease in net interest cost in 1992 was due
primarily to a $502.2 million, or 16.0%, reduction in total
debt during the year ended December 31, 1991.
Specific information regarding company financing (including
the level of debt activity and the leveraged ESOP) and the
company's capital expenditure program is presented in the
Liquidity and Capital Resources section of this discussion.
Interest capitalized decreased $14.6 million for 1994 as
compared to 1993. The decline in interest capitalized for 1994
was related to the spring 1993 start-up of the company's new
brewery in Cartersville, Ga., which resulted in the cessation
of interest capitalization for completed areas of this
facility. [NET
Interest capitalized declined $11.0 million in 1993 as INCOME/DIVIDENDS
compared to 1992. The decline in interest capitalized in
1993 was also primarily related to the 1993 start-up of ON COMMON STOCK
the Cartersville brewery. Interest capitalized increased
$1.2 million in 1992 as compared to 1991. Interest GRAPH]
capitalized fluctuates from year to year depending upon
the level of qualified construction-in-progress and the
weighted-average interest capitalization rate.
OTHER INCOME/(EXPENSE), NET
Other income/(expense), net includes numerous items of
a nonoperating nature which do not have a material impact
on the company's consolidated results of operations (either
individually or in the aggregate).
This category provided income in 1994 and 1993 of $4.0
million and $4.4 million, respectively, compared to expense
of $15.7 million in 1992. The favorable 1994 and 1993
situation results from the recognition of dividend income
from an international investment (Modelo) accounted for
under the cost method. The investment was consummated in 1993.
NET INCOME
Net income for 1994 was $1.03 billion, an increase of $51.5
million, or 5.3%, over 1993 on a normal operations basis,
largely due to domestic and international beer earnings. Net
income for 1994 increased by 73.6% over 1993 on an as reported
basis.
Because of the restructuring charge and the deferred tax
revaluation adjustment, the company reported net income of
$594.5 million in 1993, a decline of 35.2% compared to 1992.
Excluding these one-time charges, the company would have
reported net income of $980.6 million in 1993, a decline of
1.4% compared to 1992.
38
<PAGE>7
Net income before cumulative effect of accounting
ON A NORMAL changes for 1992 was $994.2 million, an increase of 5.8%
compared with $939.8 million for 1991.
OPERATIONS BASIS,
The effective income tax rate for 1994 was 39.5%. The
FULLY DILUTED effective income tax rate for 1993 of 43.4% is not
comparable to 1994 or 1992, due to the impact of the
EARNINGS PER SHARE restructuring charge and the deferred tax revaluation
adjustment. Excluding these nonrecurring items, the
FOR 1994 INCREASED effective tax rate for 1993 was 39.3%, reflecting the
retroactive impact of the 1% federal tax rate increase
9.3% COMPARED signed into law during 1993. The effective income tax
rate was 38.4% in 1992.
TO 1993.
FULLY DILUTED EARNINGS PER SHARE
Fully diluted earnings per share for 1994 were $3.88,
an increase of 9.3% compared to 1993 on a normal
operations basis. Fully diluted earnings per share
increased by 78.8% over 1993 on an as reported basis.
Earnings per share growth benefitted from fewer shares
outstanding due to the company's ongoing share
repurchase program.
Because of the restructuring charge and the deferred
tax revaluation adjustment, the company reported fully
diluted earnings per share of $2.17 in 1993, a decline
of 32.2% compared to 1992. Excluding these one-time
charges, the company would have reported fully diluted
earnings per share of $3.55, an increase of 2.6%
compared to 1992.
Fully diluted earnings per share before cumulative
effect of accounting changes were $3.46 for 1992, an
increase of 6.5% compared with $3.25 for 1991.
The difference between the company's year-to-year
percentage change in net income and earnings per share
is due to share repurchases.
Fully diluted earnings per share assume the conversion
(as of January 1, 1992) of the company's 8% convertible
debentures due 1996. In calculating fully diluted
earnings per share, weighted average shares outstanding
are increased by the assumed conversion of the
debentures and net income is increased by the after-tax
interest expense on the debentures.
[EARNINGS PER
Financial Position
SHARE-FULLY ------------------
DILUTED GRAPH] LIQUIDITY AND CAPITAL RESOURCES
The company's primary sources of liquidity are cash
provided from operating activities and certain financing
activities. Information on the company's consolidated
cash flows (operating activities, financing activities
and investing activities) for the past three years is
presented in the Consolidated Statement of Cash Flows in
this annual report.
Working capital at December 31, 1994 was $192.6
million as compared to a working capital deficit of
$(20.4) million at December 31, 1993. The 1993 working
capital deficit was due primarily to the $189.2 million
restructuring accrual associated with the 1993
restructuring charge.
Total short-term and long-term debt increased a net
$46.7 million in 1994 and $496.8 million in 1993, due to
the following:
DEBT ISSUANCES
--------------
$182.2 million in debt was issued in 1994, versus
$699.4 million in 1993.
---------------------------------------------------------
| | | Amount | |
|Year | Type |(millions) | Yield |
|------|------------------------|------------|----------|
|1994 | Commercial Paper/IRB's | $182.2 | Various|
|------|------------------------|------------|----------|
|1993 | Commercial Paper | $489.4 | Various|
| | Medium-Term Notes | $ 10.0 | Various|
| | Debentures | $200.0 | 7.375%|
---------------------------------------------------------
<PAGE>8
DEBT REDUCTIONS
- - ---------------
$133.5 million in debt was redeemed in 1994, versus
$202.6 million in 1993.
- - ------------------------------------------------------- DURING THE NEXT
| | | Amount | |
|Year | Type |(millions) | Yield | FIVE YEARS, THE
|-----|---------------------------|--------------------|
|1994 | Debentures and Other, Net | $104.4 |Various | COMPANY PLANS TO
| | ESOP Debt | $ 29.1 | 8.3% |
|-----|---------------------------|-----------|--------| CONTINUE CAPITAL
|1993 | Dual Currency Notes | $ 53.5 | 8.0% |
| | Debentures | $149.1 | Various| EXPENDITURE
| | ESOP Debt | $ 27.9 | 8.3% |
- - -------------------------------------------------------- PROGRAMS DESIGNED
Gains/losses on debt reduction activities (either TO TAKE ADVANTAGE
individually or in the aggregate) were not material
to the company's consolidated financial statements OF GROWTH AND
during 1994 or 1993.
PRODUCTIVITY
At December 31, 1994 and 1993, there were $749.3
million and $569.1 million, respectively, of commercial IMPROVEMENT
paper borrowings outstanding classified as long-term debt.
The commercial paper is intended to be maintained on a OPPORTUNITIES.
long-term basis, with ongoing credit provided by the
company's revolving credit agreements.
The company had fully hedged its foreign currency
exposure for debt service payments on foreign currency
denominated debt (Japanese yen dual currency bonds
retired in 1993) through agreements with various
lending institutions. A further discussion of the
company's foreign currency risk management activities is
included in Note 18 to the Consolidated Financial Statements.
In 1989, the company registered with the Securities
and Exchange Commission (SEC) a total of $300 million of
seven-year convertible debentures (ultimately convertible
into common stock) as part of its Wholesaler Investment
Program; $241.7 million of the debentures were issued. The
debentures are subject to mandatory redemption at the end
of seven years, optional redemption/repurchase at the [CASH FLOW
company's or holder's discretion after three years or a
special redemption/repurchase based on the occurrence of FROM
certain redemption events with respect to particular holders.
OPERATIONS
The company utilizes SEC shelf registration statements to
provide financing flexibility. At December 31, 1994, a total GRAPH]
of $340 million was available for debt issuance under shelf
registration statements.
During the next five years, the company plans to continue
capital expenditure programs designed to take advantage of
growth and productivity improvement opportunities for its beer
and beer-related, food products and entertainment segments.
Cash flow from operating activities will provide the
principal support for these capital investments. However,
a capital expenditure program of this magnitude (as well
as possible international business acquisitions) may
require external financing from time to time. The nature
and timing of external financing will vary depending upon
the company's evaluation of existing market conditions and
other economic factors.
In addition to its long-term debt financing, the company
has access to the short-term capital market utilizing its bank
credit agreements and commercial paper. The company has formal
bank credit agreements which are discussed in greater detail in
Note 6 to the Consolidated Financial Statements. During 1994,
the company terminated its existing $800 million credit
agreements and established a new $1 billion credit agreement.
The new credit agreement expires in January 2000. This agreement
provides the company with immediate and continuing sources of
liquidity.
The company's ratio of total debt to total capitalization was
41.1%, 39.5% and 36.4% at December 31, 1994, 1993 and 1992,
respectively. The company's fixed charge coverage ratio was 7.6x
for the years ended December 31, 1994 and 1993 and 7.8x for the
year ended December 31, 1992.
40
<PAGE>9
As more fully described in Note 9 to the Consolidated
THROUGH THE Financial Statements, the company added an employee
stock ownership plan (ESOP) feature to its existing
VARIOUS COMPANY Deferred Income Stock Purchase and Savings Plans in
1989. Approximately 60% of total salaried and hourly
STOCK OWNERSHIP employees are eligible for participation in the ESOP. In
1989, the ESOP borrowed $500 million, guaranteed by the
PLANS, EMPLOYEES company, and used the proceeds to buy approximately 11.3
million shares of common stock from the company. The
OF ANHEUSER-BUSCH ESOP shares are being allocated to participants over 15
years as contributions are made to the plan. Through the
CONTROL APPROXI- various company stock ownership plans, employees of
Anheuser-Busch control approximately 10% of the
MATELY 10% OF company's outstanding common stock.
THE COMPANY'S CAPITAL EXPENDITURES
OUTSTANDING The company has a formalized and intensive review
procedure for the authorization of capital expenditures.
COMMON STOCK. The most important measure of acceptability of a capital
project is its projected discounted cash flow return on
investment (DCFROI).
Capital expenditures in 1994 amounted to $784.8
million as compared with $776.9 million in 1993. During
the past five years, capital expenditures totalled $3.9
billion.
Capital expenditures for 1994 for the company's beer
and beer-related operations were $562.0 million. Major
expenditures by the company's brewing subsidiary
included numerous modernization projects associated with
the Profitability Enhancement Program designed to
improve productivity at all breweries.
The remaining 1994 capital expenditures totalling
$222.8 million were made by the company's food products
and entertainment operations. Major expenditures
included numerous Campbell Taggart and Eagle Snacks
modernization and productivity improvement projects, as
well as new Busch Entertainment attractions.
The company expects its capital expenditures in 1995
to approximate $1.0 billion. Capital expenditures during
the five-year period 1995-1999 are expected to
approximate $4.5 billion.
[CAPITAL ENVIRONMENTAL MATTERS
EXPENDITURES/ The company is subject to federal, state and local
environmental protection laws and regulations and is
DEPRECIATION AND operating within such laws or is taking action aimed at
assuring compliance with such laws and regulations.
AMORTIZATION Compliance with these laws and regulations is not
expected to materially affect the company's competitive
GRAPH] position. None of the Environmental Protection Agency
(EPA) designated clean-up sites for which Anheuser-Busch
has been identified as a Potentially Responsible Party
(PRP) could have a material impact on the company's
consolidated financial statements.
In recognition of the importance of environmental laws
and regulations, the company has established an
Environmental Policy Committee. This committee, which
reports directly to the Audit Committee of the Board of
Directors, is comprised of senior company executives.
The mission of the committee is to (a) monitor and
interpret environmental policies to ensure high
standards of corporate responsibility; (b) establish a
framework to assure strict compliance with all
environmental regulations in the operations of all of
the company's businesses; (c) provide adequate resources
human, financial and physical required to assure
compliance with all environmental laws and policies; and
(d) exercise oversight responsibilities for company
environmental programs.
OTHER MATTERS
During the fourth quarter 1994, Anheuser-Busch, Inc.
reached an agreement with Redhook Ale Brewery, Inc. of
Seattle, Wash., on an equity investment and distribution
alliance. This strategic alliance provides
Anheuser-Busch and its
41
<PAGE>10
wholesalers the opportunity to efficiently and
effectively participate in the small, but growing, ANHEUSER-BUSCH'S
micro-brewery segment of the beer market.
AGREEMENT WITH THE
Under the agreement, Redhook products will be
distributed exclusively through Anheuser-Busch ZHONGDE BREWERY
wholesalers in all new U.S. markets (43 markets)
entered by Redhook. Also, Anheuser-Busch made a GIVES THE COMPANY
25% equity investment in Redhook for $17.9 million.
Redhook will remain an independent company and will ITS SECOND STAKE
retain complete control of its production and
marketing resources. The company is accounting for IN THE FAST-GROWING
this investment under the equity method.
CHINESE BEER
In June, the company announced that it had signed a
letter of intent to acquire an 80% ownership interest MARKET.
in the Zhongde Brewery in the People's Republic of China.
A definitive agreement was finalized in December 1994,
with closing of the transaction anticipated during the
first quarter of 1995. This acquisition will provide
Anheuser-Busch its second stake in the fast-growing
Chinese beer market. The Zhongde Brewery is located in
Wuhan, China's fifth-largest city, and produces 500,000
hectoliters (425,000 barrels) annually. The brewery, which
currently produces the Steinbrau brand, will be modified
to brew Budweiser for distribution in China. This
investment will be accounted for under the consolidation
method.
In June 1993, the company purchased a 17.7% equity
interest in Grupo Modelo, Mexico's largest brewer, and
its subsidiaries for $477 million. The company is
accounting for its investment in Modelo under the cost
method. The agreement gives Anheuser-Busch options to
increase its investment to a minority position in Modelo
of approximately 35% and to acquire an additional minority
interest in Modelo's subsidiaries. These options may be
exercised between mid-1995 and the end of 1997. The
company has not made a decision as to when, or if, these
options will be exercised.
Under certain circumstances involving the nonexercise
of such options by Anheuser-Busch, at either party's
election, Modelo may repurchase approximately half of
Anheuser-Busch's investment at cost and repurchase the
remainder at a predetermined range. Due to the nature of
Anheuser-Busch's investment, the company is not required
to mark its Modelo investment to market. In addition,
the investment is structured such that the company's return
is largely protected against devaluation of the Mexican peso.
Therefore, the recent peso devaluation did not have a
significant effect on 1994 earnings.
In July 1993, the company purchased a 5% interest in China's
largest brewer, Tsingtao Brewery Co., Ltd., for $16.4 million.
The purchase occurred in conjunction with Tsingtao's initial
public offering of shares on the Stock Exchange of Hong Kong.
This public offering represented approximately 35% of the company,
including the 5% purchase by Anheuser-Busch. The initial 5%
purchase by Anheuser-Busch is accounted for under the cost method.
In December 1993, the company acquired the remaining 50% of
International Label Company for $19.2 million. The acquisition
was accounted for using the purchase method of accounting, and
the excess cost of the acquisition versus the fair market value
of the assets acquired is being amortized on a straight-line basis
over 40 years.
DIVIDENDS
Cash dividends paid to common shareholders were $398.8 million
in 1994 and $370.0 million in 1993. Dividends on common stock are
42
<PAGE>11
paid in the months of March, June, September and
ANNUAL DIVIDENDS December of each year. In the second quarter of 1994,
effective with the September dividend, the Board of
PER COMMON SHARE Directors increased the quarterly dividend rate by 11.1%
from $.36 to $.40 per share. Annual dividends per
INCREASED 11.8% IN common share increased 11.8% in 1994 to $1.52 per share
compared to $1.36 per share in 1993. In 1994, dividends
1994 COMPARED TO were $.36 for each of the first two quarters and $.40
for the last two quarters, as compared to $.32 for the
1993. first two quarters and $.36 for the last two quarters of
1993.
The company has paid dividends in each of the past 62
years. During that time, the company's stock has split
on seven different occasions and stock dividends were
paid three times.
At December 31, 1994, common stock shareholders of
record numbered 66,001 compared with 67,612 at the end
of 1993. Total shares outstanding were 257.3 million at
December 31, 1994 compared to 267.0 million at December
31, 1993.
PRICE RANGE OF COMMON STOCK
The company's common stock is listed on the New York
Stock Exchange (NYSE) under the symbol "BUD." The table
below summarizes the high and low sales prices on the
NYSE.
---------------------------------------------------
PRICE RANGE OF COMMON STOCK (BUD)
---------------------------------------------------
1994 1993
---------------------------------------------------
QUARTER HIGH LOW HIGH LOW
---------------------------------------------------
First. . . . 53-5/8 47-1/8 60-1/4 50-3/4
Second . . . 55-3/8 50-1/2 53-3/4 46-7/8
Third. . . . 54-3/4 49-1/4 48-3/4 43
Fourth . . . 52-1/4 48-1/2 50-5/8 45-1/4
---------------------------------------------------
[SHAREHOLDERS The closing price of the company's common stock at
December 31, 1994 and 1993 was $50.875 and $49.125,
EQUITY/LONG-TERM respectively.
DEBT GRAPH] COMMON STOCK AND OTHER SHAREHOLDERS EQUITY
Shareholders equity was $4.42 billion at December 31,
1994, as compared with $4.26 billion at December 31,
1993. The increase in shareholders equity during the
year is primarily related to the increase in net income
partially offset by the share repurchase program and
dividends. The book value of each common share of stock
at December 31, 1994 was $17.16, as compared to $15.94
at December 31, 1993.
In 1994, the return on shareholders equity was 23.8%
as compared to 21.2% in 1993 on a normal operations
basis. Including the nonrecurring special charges,
return on shareholders equity for 1993 was 13.4%.
The Board of Directors has approved various
resolutions in recent years authorizing the company to
repurchase shares of its common stock for investment
purposes and to meet the requirements of the company's
various stock purchase and savings plans. The most
recent resolution was approved by the Board in March
1994 authorizing the repurchase of 25 million shares.
The company has acquired 10.9 million, 12.6 million and
9.6 million shares of common stock in 1994, 1993 and
1992 for $562.2 million, $639.8 million and $518.7
million, respectively. At December 31, 1994,
approximately 19.1 million shares were available for
repurchase under the March 1994 authorization.
INFLATION
General inflation has not had a significant impact on
the company over the past three years and is not
expected to have a significant impact in the foreseeable
future.
43
<PAGE>12
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
Anheuser-Busch Companies, Inc., and Subsidiaries
ASSETS (In millions)
- - ---------------------------------------------------------------------------------------
DECEMBER 31, 1994 1993
- - ---------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT ASSETS:
Cash and marketable securities. . . . . . . . . . . . . . . .$ 156.4 $ 127.4
Accounts and notes receivable, less allowance for doubtful
accounts of $7.7 in 1994 and $6.7 in 1993 . . . . . . . . . 784.6 751.1
Inventories
Raw materials and supplies. . . . . . . . . . . . . . . . . 421.5 385.5
Work in process . . . . . . . . . . . . . . . . . . . . . . 87.8 99.4
Finished goods. . . . . . . . . . . . . . . . . . . . . . . 115.5 141.8
Total inventories . . . . . . . . . . . . . . . . . . . . 624.8 626.7
Other current assets. . . . . . . . . . . . . . . . . . . . 295.8 290.0
--------- ---------
Total current assets. . . . . . . . . . . . . . . . . . . 1,861.6 1,795.2
INVESTMENTS AND OTHER ASSETS. . . . . . . . . . . . . . . . . . 1,636.1 1,588.0
PLANT AND EQUIPMENT, NET. . . . . . . . . . . . . . . . . . . . 7,547.7 7,497.1
--------- ---------
Total Assets. . . . . . . . . . . . . . . . . . . . . . .$11,045.4 $10,880.3
========= =========
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . $ 850.9 $ 812.5
Accrued salaries, wages and benefits . . . . . . . . . . . 288.5 243.9
Accrued taxes, other than income taxes . . . . . . . . . . 107.8 121.7
Restructuring accrual . . . . . . . . . . . . . . . . . . . 52.6 189.2
Other current liabilities . . . . . . . . . . . . . . . . . 369.2 448.3
---------- ---------
Total current liabilities . . . . . . . . . . . . . . . . 1,669.0 1,815.6
---------- ---------
POSTRETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . . 624.3 607.1
---------- ---------
LONG-TERM DEBT. . . . . . . . . . . . . . . . . . . . . . . . 3,078.4 3,031.7
---------- ---------
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . 1,258.2 1,170.4
---------- ---------
COMMON STOCK AND OTHER SHAREHOLDERS EQUITY:
Common stock, $1.00 par value, authorized
800,000,000 shares . . . . . . . . . . . . . . . . . . . 343.8 342.5
Capital in excess of par value . . . . . . . . . . . . . . 856.8 808.7
Retained earnings . . . . . . . . . . . . . . . . . . . . . 6,656.7 6,023.4
Foreign currency translation adjustment . . . . . . . . . . (21.8) (33.0)
----------- ---------
7,835.5 7,141.6
Treasury stock, at cost . . . . . . . . . . . . . . . . . . (3,042.6) (2,479.6)
ESOP debt guarantee offset . . . . . . . . . . . . . . . . (377.4) (406.5)
---------- ---------
4,415.5 4,255.5
---------- ---------
COMMITMENTS AND CONTINGENCIES . . . . . . . . . . . . . . . . -- --
Total Liabilities and Equity . . . . . . . . . . . . . . $11,045.4 $10,880.3
========= =========
<FN>
The accompanying statements should be read in conjunction with the Notes to
Consolidated Financial Statements appearing on pages 48-61 of this report.
</TABLE>
44
<PAGE>13
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF INCOME
Anheuser-Busch Companies, Inc., and Subsidiaries
(In millions, except per share data)
- - ----------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994 1993 1992
- - ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Sales . . . . . . . . . . . . . . . . . . . . . . . . .$13,733.5 $13,185.1 $13,062.3
Less federal and state excise taxes . . . . . . . . . 1,679.7 1,679.8 1,668.6
--------- --------- ---------
Net sales . . . . . . . . . . . . . . . . . . . . . . . 12,053.8 11,505.3 11,393.7
Cost of products and services . . . . . . . . . . . . 7,784.4 7,419.7 7,309.1
--------- --------- ---------
Gross profit. . . . . . . . . . . . . . . . . . . . . . 4,269.4 4,085.6 4,084.6
Marketing, distribution and administrative expenses . 2,370.3 2,308.7 2,308.9
Restructuring charge. . . . . . . . . . . . . . . . . -- 565.0 --
--------- --------- ---------
Operating income. . . . . . . . . . . . . . . . . . . . 1,899.1 1,211.9 1,775.7
Other income and expenses:
Interest expense. . . . . . . . . . . . . . . . . . . (221.4) (207.8) (199.6)
Interest capitalized. . . . . . . . . . . . . . . . . 22.1 36.7 47.7
Interest income . . . . . . . . . . . . . . . . . . . 3.3 5.2 7.1
Other income/(expense), net . . . . . . . . . . . . . 4.0 4.4 (15.7)
--------- --------- ---------
Income before income taxes. . . . . . . . . . . . . . . 1,707.1 1,050.4 1,615.2
--------- --------- ---------
Provision for income taxes:
Current . . . . . . . . . . . . . . . . . . . . . . . 588.6 562.4 561.9
Deferred. . . . . . . . . . . . . . . . . . . . . . . 86.4 (139.5) 59.1
Revaluation of deferred tax liability (FAS 109) . . . -- 33.0 --
--------- --------- ---------
675.0 455.9 621.0
--------- --------- ---------
Net income, before cumulative effect of
accounting changes. . . . . . . . . . . . . . . . . . 1,032.1 594.5 994.2
Cumulative effect of changes in the method of
accounting for postretirement benefits (FAS 106)
and income taxes (FAS 109), net of tax benefit
of $186.4 million . . . . . . . . . . . . . . . . . . -- -- (76.7)
--------- -------- ---------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . .$ 1,032.1 $ 594.5 $ 917.5
========= ========= =========
- - -----------------------------------------------------------------------------------------
PRIMARY EARNINGS PER SHARE:
Net income, before cumulative effect . . . . . . . .$ 3.91 $ 2.17 $ 3.48
Cumulative effect of accounting changes . . . . . . . -- -- (.26)
---------- ---------- ----------
Net income. . . . . . . . . . . . . . . . . . . . . .$ 3.91 $ 2.17 $ 3.22
========== ========== ==========
FULLY DILUTED EARNINGS PER SHARE:
Net income, before cumulative effect . . . . . . . .$ 3.88 $ 2.17 $ 3.46
Cumulative effect of accounting changes . . . . . . . -- -- (.26)
---------- ---------- ----------
Net income. . . . . . . . . . . . . . . . . . . . . .$ 3.88 $ 2.17 $ 3.20
========== ========== ==========
<FN>
The accompanying statements should be read in conjunction with the Notes to
Consolidated Financial Statements appearing on pages 48-61 of this report.
</TABLE>
45
<PAGE>14
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
Anheuser-Busch Companies, Inc., and Subsidiaries
SHAREHOLDERS EQUITY (In millions, except per share data)
- - ---------------------------------------------------------------------------------------------------------------
ESOP Foreign
Capital in Debt Currency
Common Excess of Retained Treasury Guarantee Translation
Stock Par Value Earnings Stock Offset Adjustment
- - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1991 . . $ 338.5 $ 654.5 $ 5,209.8 $ (1,324.2) $ (461.2) $ 20.7
Net income . . . . . . . . . . . 917.5
Common dividends
($1.20 per share). . . . . . . (338.3)
Shares issued under
stock plans and conversion
of convertible debentures. . . 2.8 108.4 5.9
Reduction of ESOP debt
guarantee . . . . . . . . . . 26.8
Treasury stock acquired. . . . . (518.7)
Foreign currency translation
adjustment . . . . . . . . . . (22.1)
- - ---------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1992 . . 341.3 762.9 5,794.9 (1,842.9) (434.4) (1.4)
Net income . . . . . . . . . . . 594.5
Common dividends
($1.36 per share). . . . . . . (370.0)
Shares issued under
stock plans . . . . . . . . . 1.2 44.2 4.0
Reduction of ESOP debt
guarantee. . . . . . . . . . . 27.9
Treasury stock acquired net
of treasury shares issued. . . 1.6 (636.7)
Foreign currency translation
adjustment . . . . . . . . . . (31.6)
- - ---------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1993 . . 342.5 808.7 6,023.4 (2,479.6) (406.5) (33.0)
Net income . . . . . . . . . . . 1,032.1
Common dividends
($1.52 per share). . . . . . . (398.8)
Shares issued under
stock plans and conversion
of convertible debentures. . . 1.3 48.1
Reduction of ESOP debt
guarantee . . . . . . . . . . 29.1
Treasury stock acquired . . . . (563.0)
Foreign currency translation
adjustment . . . . . . . . . . 11.2
- - ---------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1994 . . $343.8 $856.8 $6,656.7 $(3,042.6) $(377.4) $(21.8)
- - ---------------------------------------------------------------------------------------------------------------
<FN>
The accompanying statements should be read in conjunction with the Notes to
Consolidated Financial Statements appearing on pages 48-61 of this report.
</TABLE>
46
<PAGE>15
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
Anheuser-Busch Companies, Inc., and Subsidiaries
(In millions)
- - ---------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994 1993 1992
- - ---------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . $1,032.1 $ 594.5 $ 917.5
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization . . . . 627.5 608.3 567.0
(Decrease)/increase in deferred
income taxes . . . . . . . . . . . 87.8 (106.5) 62.0
Restructuring charge ($565 million
less cash payments of $65.1 million) -- 499.9 --
Cumulative effect of
accounting changes . . . . . . . . -- -- 76.7
Decrease/(increase) in noncash
working capital . . . . . . . . . (183.9) 99.6 (13.4)
Other, net . . . . . . . . . . . . . 126.2 56.7 18.9
-------- -------- --------
Cash provided by operating activities. 1,689.7 1,752.5 1,628.7
- - ---------------------------------------------------------------------------------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . (784.8) (776.9) (737.2)
Business acquisitions. . . . . . . . . . . (39.3) (524.3) (41.4)
-------- -------- -------
Cash (used for) investing activities . . . (824.1) (1,301.2) (778.6)
- - ---------------------------------------------------------------------------------
CASH FLOW FROM FINANCING ACTIVITIES:
Increase in long-term debt . . . . . . . . 182.2 689.2 351.3
Decrease in long-term debt . . . . . . . . (106.4) (267.7) (343.8)
Dividends paid to shareholders . . . . . . (398.8) (370.0) (338.3)
Acquisition of treasury stock . . . . . . (563.0) (639.8) (518.7)
Shares issued under stock plans and
conversion of convertible debentures . . 49.4 49.4 117.1
------- ------- -------
Cash (used for) financing activities . . . (836.6) (538.9) (732.4)
- - ---------------------------------------------------------------------------------
Net increase/(decrease) in cash and
marketable securities during the year. . . 29.0 (87.6) 117.7
Cash and marketable securities at
beginning of year . . . . . . . . . . . . 127.4 215.0 97.3
------- ------- -------
Cash and marketable securities at
end of year . . . . . . . . . . . . . . . $ 156.4 $ 127.4 $ 215.0
------- ------- -------
- - ---------------------------------------------------------------------------------
<FN>
The accompanying statements should be read in conjunction with the Notes to
Consolidated Financial Statements appearing on pages 48-61 of this report.
</TABLE>
47
<PAGE>16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- - ----------------------------------------------------------------------------
This summary of significant accounting principles 1. SUMMARY OF
and policies of Anheuser-Busch Companies, Inc. SIGNIFICANT
and its subsidiaries is presented to assist in ACCOUNTING
evaluating the company's financial statements included PRINCIPLES
in this report. These principles and policies conform AND POLICIES
to generally accepted accounting principles.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the
company and all its subsidiaries. All significant
intercompany transactions have been eliminated.
FOREIGN CURRENCY TRANSLATION
Adjustments resulting from foreign currency transactions
are recognized in income, whereas adjustments resulting
from the translation of financial statements are reflected
as a separate component of shareholders equity.
EXCESS OF COST OVER NET ASSETS OF ACQUIRED BUSINESSES
The excess of the cost over the net assets of acquired
businesses is amortized on a straight-line basis over a
period of 40 years. Accumulated amortization at December
31, 1994 and 1993 was $88.5 million and $74.2 million,
respectively.
INVENTORIES AND PRODUCTION COSTS
Inventories are valued at the lower of cost or market.
Cost is determined under the last-in, first-out method (LIFO)
for substantially all brewing inventories and under the
first-in, first-out method (FIFO) for substantially all food
product inventories.
PLANT AND EQUIPMENT
Plant and equipment is carried at cost and includes
expenditures for new facilities and those which
substantially increase the useful lives of existing
facilities. Maintenance, repairs and minor renewals are
expensed as incurred. When plant and equipment are retired
or otherwise disposed, the related cost and accumulated
depreciation are eliminated and any gain or loss on
disposition is reflected in income or expense.
Depreciation is provided principally on the straight-line
method over the estimated useful lives of the assets,
resulting in depreciation rates on buildings ranging from 2%
to 10% and on machinery and equipment ranging from 4% to 25%.
CAPITALIZATION OF INTEREST
Interest relating to the cost of acquiring certain fixed
assets is capitalized. The capitalized interest is included
as part of the cost of the related asset and is amortized over
its estimated useful life.
INCOME TAXES
The provision for income taxes is based on the income and
expense amounts as reported in the Consolidated Statement of
Income. The company has elected to utilize certain provisions
of federal income tax laws and regulations to reduce current
taxes payable. Deferred income taxes are recognized for the
effect of temporary differences between financial and tax
reporting in accordance with the requirements of Statement of
Financial Accounting Standards No. 109.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND
CONCENTRATION OF CREDIT RISK
The company is party to certain financial instruments with
off-balance-sheet risk incurred in the normal course of
business. These financial instruments include financial
guarantees, forward and option contracts designated as hedges,
and interest rate swaps. The company's exposure to credit loss
in the event of nonperformance by the counterparty to these
financial instruments (either individually or in the aggregate)
is not material.
The company does not have a material concentration of
accounts receivable or credit risk.
Derivative financial instruments, which are used by the
company in the management of interest rate, commodity and
foreign currency risk exposures, are accounted for on an
accrual basis. Income and expense are recognized in the same
category as that arising from the related asset or liability. For
48
<PAGE>17
example, the amount to be paid or received under the interest
rate swap agreement is recognized as interest expense in the
period in which it accrues.
Derivative financial instruments are used solely as hedges
to manage existing risks or exposure. Forward, option and
swap contracts are standard over-the-counter instruments
which are highly liquid. The company controls credit risk by
requiring that transactions be entered into with
counterparties which have a rating from Standard and Poor's
or Moody's that is no lower than an AA- or Aa3, respectively.
The fair value of derivative instruments is monitored
based on the estimated amounts the company would receive or
pay to terminate the contracts.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Long-term debt is the only significant financial
instrument of the company with a fair value different than
its recorded value. As of December 31, 1994, the fair value
of long-term debt was approximately equal to its recorded
value of $3.1 billion. The fair value of long-term debt was
estimated based on the quoted market values for the same or
similar debt issues, or rates currently available for debt
with similar terms.
RESEARCH AND DEVELOPMENT, ADVERTISING, PROMOTIONAL COSTS AND
INITIAL PLANT COSTS
Research and development, advertising, promotional costs
and initial plant costs are expensed in the year in which
these costs are incurred.
EARNINGS PER SHARE
Earnings per share of common stock are based on the
weighted average number of shares of common stock outstanding
during the respective years as shown below (in millions):
-------------------------------------------------------------
1994 1993 1992
-------------------------------------------------------------
Primary weighted average shares. . . . 264.1 274.3 285.8
Fully diluted weighted average shares. 269.0 279.3 290.8
-------------------------------------------------------------
Fully diluted earnings per share of common stock assume
the conversion of the company's 8% convertible debentures due
1996 and the elimination of the related after-tax interest
expense.
IMPAIRMENT OF LONG-LIVED ASSETS AND IDENTIFIABLE INTANGIBLES
The company reviews long-lived assets, identifiable
intangibles and goodwill for impairment whenever events or
changes in business circumstances indicate the carrying
amount of the assets may not be fully recoverable. The
company performs nondiscounted cash flow analyses to
determine if an impairment exists. Impairment losses are
determined based on the present value of the cash flows using
discount rates which reflect the inherent risk of the
underlying business.
SYSTEMS DEVELOPMENT COSTS
The company defers certain systems development costs which
meet established criteria. Amounts deferred are amortized to
expense over a five-year period beginning in the year
subsequent to the cash outlay. Such costs were not material
for 1994, 1993 or 1992.
POSTEMPLOYMENT BENEFITS
The estimated cost of postemployment benefits provided by
the company to former or inactive employees is accounted for
on the accrual basis in accordance with the requirements of
Statement of Financial Accounting Standards No. 112.
49
<PAGE>18
- - ---------------------------------------------------------------------------
In September 1993, the company announced a 2-PROFITABILITY
Profitability Enhancement Program to improve sales ENHANCEMENT
and profitability. The Program, which involved PROGRAM
significant organizational and operational changes,
included the following elements:
- An enhanced retirement program for salaried employees
($142 million)
- The write-down of underperforming facilities included
in the entertainment segment and food products segment
($145 million)
- Restructuring and reorganization of the company ($278
million)
As a result of the Program, the company recognized a
$565 million restructuring charge in 1993.
The Program included a 10% reduction in the salaried
workforce (approximately 1,200 employees). This reduction
was achieved through an enhanced retirement program. The
enhanced retirement program offered salaried employees age
53 or older certain incentives and the opportunity to
retire effective December 31, 1993. Incentives included
pension credits for an additional five years of service and
five years of age. The total cost of the enhanced retirement
program was $142 million and is discussed in more detail in
Note 10.
In addition, as part of the Program, the company
restructured and reorganized certain operations at a cost of
$278 million. The restructuring and reorganization portion
of the Program included relocation of the company's Campbell
Taggart, Inc. and Eagle Snacks, Inc. corporate offices to St.
Louis; the closing of several smaller nonbeer manufacturing
operations; and the rationalization of brewing operations based
on the successful practices employed at its newer breweries.
As of December 31, 1994, $52.6 million of the restructuring
accrual still exists. This remaining amount relates to planned
reorganization and asset disposals which have been approved by
management, but not yet fully completed. None of the remaining
accrual relates to the enhanced retirement program for salaried
employees.
A reconciliation of activity with respect to the restructuring
accrual for 1994 activity is as follows (in millions):
Beginning balance, January 1, 1994 . . . . . . . . . . . . . . .$189.2
Asset write-offs associated with the beer and beer-related
segment ($66.0) and food products segment ($5.6). . . . . . .(71.6)
Cash payments associated with the enhanced retirement program. .(18.6)
Cash payments for systems development and training costs
associated with the enhanced retirement program. . . . . . . . (5.3)
Relocation costs associated with moving the food products
headquarters from Dallas to St. Louis . . . . . . . . . . . .(40.0)
Other miscellaneous items, net . . . . . . . . . . . . . . . . . (1.1)
-----
Ending balance, December 31, 1994. . . . . . . . . . . . . . . .$52.6
=====
It is anticipated that the restructuring accrual will
be substantially utilized in 1995, and no additional costs
related to the 1993 Profitability Enhancement Program will
need to be expensed.
- - ---------------------------------------------------------------------------
Effective January 1, 1992, the company adopted 3-ADOPTION
Statements of Financial Accounting Standards No. IMPACT OF
106 (FAS 106), "Employers' Accounting for NEW ACCOUNTING
Postretirement Benefits Other Than Pensions," PRONOUNCEMENTS
and No. 109 (FAS 109), "Accounting for Income Taxes."
The company elected to immediately recognize the
cumulative effect of adoption of FAS 106/109 pertaining
to years prior to 1992 through a one-time adjustment which
impacted 1992 net income and earnings per share as follows
(in millions, except per share):
- - -----------------------------------------------------------
1992
INCREASE (DECREASE)
- - -----------------------------------------------------------
Postretirement benefits (FAS 106). . . . . . $(319.5)
Accounting for income taxes (FAS 109). . . . 242.8
--------
Net income impact. . . . . . . . . . . . . . $ (76.7)
========
Fully diluted earnings per share impact. . . $ (.26)
========
- - ----------------------------------------------------------
50
<PAGE>19
Implementation of FAS 106 in 1992 was based on benefit
levels in effect at the time of adoption. Certain
changes to these benefit levels were implemented in 1993
and 1994, thereby reducing the pretax expense level to
$48.3 million in 1993 and to $32.6 million in 1994.
Assuming constant statutory tax rates, FAS 109 is not
expected to have a significant ongoing financial impact
on the company. However, statutory tax rate changes, as
occurred in August 1993, require revaluation of the
deferred tax liability, with the net change recognized
in the income statement in the year the tax rate change
is enacted.
- - ----------------------------------------------------------------------------
4-ACQUISITIONS In June 1994, the company announced it had signed a
AND BUSINESS letter of intent to acquire an 80% ownership interest in
INVESTMENTS the Zhongde Brewery in the People's Republic of China. A
definitive agreement was finalized in December 1994 and
is subject to governmental approval, with closing of the
transaction anticipated during the first quarter of
1995. The brewery is located in Wuhan and ranks among
the leading brewers in China. The brewery, which
currently produces the Steinbrau brand, will be modified
to brew Budweiser for distribution in China.
In the fourth quarter of 1994, the company announced
the purchase of a 25% equity investment and distribution
alliance with the Redhook Ale Brewery, Inc. of Seattle,
Wash., for $17.9 million. Under the agreement, Redhook
products will be distributed exclusively through
Anheuser-Busch wholesalers in all new U.S. markets
entered by Redhook. The company is accounting for its
investment under the equity method.
In June 1993, the company purchased a 17.7% equity
interest in Grupo Modelo, Mexico's largest brewer, and
its subsidiaries for $477 million. The company is
accounting for its investment in Modelo under the cost
method. The agreement gives Anheuser-Busch options to
increase its investment to a minority position in Modelo
of approximately 35% and to acquire an additional
minority interest in Modelo's subsidiaries. These
options may be exercised between mid-1995 and the end of
1997. The company has not made a decision as to when,
or if, to exercise the options.
Under certain circumstances involving the nonexercise
of such options by Anheuser-Busch, at either party's
election, Modelo may repurchase approximately half of
Anheuser-Busch's investment at cost and repurchase the
remainder at prevailing market rates.
In July 1993, the company purchased a 5% interest in
China's largest brewer, Tsingtao Brewery Co., Ltd., for
$16.4 million. The purchase occurred in conjunction with
Tsingtao's initial public offering of shares on the
Stock Exchange of Hong Kong. This public offering
represented approximately 35% of the company, including
the 5% purchased by Anheuser-Busch. The investment is
accounted for under the cost method.
In December 1993, the company acquired the remaining
50% of International Label Company for $19.2 million.
The acquisition was accounted for using the purchase
method of accounting, and the excess cost of the
acquisition over the assets acquired is being amortized
on a straight-line basis over 40 years.
- - ----------------------------------------------------------------------------
5-INVENTORY Approximately 68.5% and 66.5% of total inventories at
VALUATION December 31, 1994 and 1993, respectively, are stated on
the last-in, first-out (LIFO) inventory valuation method.
Had average-cost (which approximates replacement cost)
been used with respect to such inventories at December
31, 1994 and 1993, total inventories would have been
$99.7 million and $105.5 million higher, respectively.
- - ---------------------------------------------------------------------------
6-CREDIT The company's revolving credit agreements totaling
AGREEMENTS $800 million were terminated in December 1994. The
company's new credit agreement, effective in December
1994, totaling $1 billion expire in January 2000. The
agreements provide that the company may select among
various loan arrangements with differing maturities and
among a variety of interest rates, including a
negotiated rate. At December 31, 1994 and 1993 the
company had no outstanding borrowings under these
agreements. Fees under these agreements amounted to $.8
million, $.9 million and $.6 million in 1994, 1993 and
1992, respectively.
51
<PAGE>20
- - ----------------------------------------------------------------------------
7-LONG-TERM
DEBT
<TABLE>
<CAPTION>
Long-term debt at December 31 consisted of the following (in millions):
- - ----------------------------------------------------------------------------------------
1994 1993
- - ----------------------------------------------------------------------------------------
<S> <C> <C>
Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . .$ 749.3 $ 569.1
Medium-term Notes Due 1995 to 2001 (interest from 4.6% to 9.0%). . . 225.0 225.0
8-3/4% Notes Due July 15,1995 . . . . . . . . . . . . . . . . . . . 100.0 100.0
8% Convertible Debentures Due 1996 . . . . . . . . . . . . . . . . . 233.2 237.1
8-3/4% Notes Due 1999. . . . . . . . . . . . . . . . . . . . . . . . 250.0 250.0
6.9% Notes Due 2002. . . . . . . . . . . . . . . . . . . . . . . . . 200.0 200.0
9% Debentures Due 2009 . . . . . . . . . . . . . . . . . . . . . . . 350.0 350.0
7-3/8% Debentures Due 2023 . . . . . . . . . . . . . . . . . . . . . 200.0 200.0
ESOP Debt Guarantee . . . . . . . . . . . . . . . . . . . . . . . . 377.4 406.5
Sinking Fund Debentures. . . . . . . . . . . . . . . . . . . . . . . 263.7 364.6
Industrial Revenue Bonds . . . . . . . . . . . . . . . . . . . . . . 112.3 110.3
Other Long-term Debt . . . . . . . . . . . . . . . . . . . . . . . . 17.5 19.1
--------- -------
$3,078.4 $3,031.7
- - ----------------------------------------------------------------------------------------
The company's sinking fund debentures at December 31 are as follows (in millions):
- - ----------------------------------------------------------------------------------------
1994 1993
- - ----------------------------------------------------------------------------------------
8-5/8% Debentures maturing 1997 to 2016. . . . . . . . . . . . . . .$ 150.0 $ 150.0
8-1/2% Debentures maturing 1998 to 2017. . . . . . . . . . . . . . . 150.0 150.0
10% Debentures maturing 1999 to 2018 . . . . . . . . . . . . . . . . 68.0 150.9
Less: Debentures held in treasury. . . . . . . . . . . . . . . . . . (104.3) (86.3)
-------- -------
$ 263.7 $ 364.6
- - ----------------------------------------------------------------------------------------
</TABLE>
The company utilizes SEC shelf registration statements to
provide financing flexibility. At December 31, 1994 and 1993,
a total of $340 million was available for debt issuance under
shelf registration statements.
In 1989 the company registered with the SEC $300 million of
convertible debentures, $241.7 million of which were issued
to Qualified Holders. The debentures may only be held by a
qualified, independently owned beer wholesaler (and certain
related parties) and may be converted into a 5% convertible
preferred stock, par value $1.00, at a conversion price of
$47.60 per share. Each share of the convertible preferred
stock may be converted into one share of the company's common
stock. The convertible debentures and convertible preferred
stock are subject to mandatory redemption at the end of seven
years, optional redemption/repurchase at the company's or
holder's discretion after three years, and special redemption/
repurchase based upon the occurrence of certain events with
respect to particular holders.
Gains/losses on debt redemptions (either individually or in
the aggregate) were not material to the company's Consolidated
Financial Statements.
At December 31, 1994 and 1993, there were $749.3 million and
$569.1 million, respectively, of commercial paper borrowings
outstanding classified as long-term debt. The commercial paper
is intended to be maintained on a long-term basis with ongoing
credit provided by the company's revolving credit agreements.
During 1992 the company entered into a financial fixed-rate
swap agreement on a notional amount of $200 million. The
company is obligated to pay a fixed rate of 6.54% per year
for the four-year period beginning January 1, 1994. In return,
the company will receive a floating interest rate based on
commercial paper rates. The swap agreement did not have a
material impact on the company's weighted-average interest rate.
52
<PAGE>21
The company utilizes interest rate swaps solely as a
risk management tool with an objective of managing the
level of interest rate risk, including reducing exposure
to changes in interest rates and managing the mix of
fixed and floating rate debt.
The aggregate maturities on all long-term debt are
$257, $235, $17, $42 and $293 million, respectively, for
each of the years ending December 31, 1995 through 1999.
These aggregate maturities do not include the future
maturities of the ESOP debt guarantee or commercial
paper.
- - ----------------------------------------------------------------------------
8-STOCK The company had an Incentive Stock
OPTION PLANS Option/Non-Qualified Stock Option Plan and a
Non-Qualified Stock Option Plan for certain qualified
employees which expired on December 21, 1991. Under the
terms of the plans, options were granted at not less
than the fair market value of the shares at the date of
grant. The Non-Qualified Stock Option Plan provided that
optionees could be granted Stock Appreciation Rights
(SARs) in tandem with stock options. The exercise of a
SAR cancels the related option and the exercise of an
option cancels the related SAR. At December 31, 1994 and
1993, a total of 2,172,691 and 2,778,824 shares,
respectively, were reserved for possible future issuance
under these plans.
In April 1990, the shareholders approved an Incentive
Stock Plan for certain qualified employees. The plan (as
amended) provides for the grant of options and SARs.
Under the terms of the plan, options may be granted at
not less than the fair market value of the shares at the
date of grant. At December 31, 1994 and 1993, a total of
18,362,145 and 19,051,066 shares, respectively, were
reserved for future issuance under this plan.
Presented below is a summary of activity for the plans
for the years ended December 31:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
1994 1993 1992
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
Options outstanding at beginning of the year 11,361,418 10,887,085 12,285,133
Options granted during the year . . . . . . 2,341,472 2,023,400 2,213,026
Options and SARs exercised during the year. (1,239,763) (1,399,573) (3,464,070)
Options cancelled during the year . . . . . (241,446) (149,494) (147,004)
------------- ------------ -------------
Options outstanding at end of the year. . . 12,221,681 11,361,418 10,887,085
------------- ------------ -------------
Options exercisable at end of the year. . . 7,997,168 8,009,951 8,298,103
------------- ------------ -------------
Option price range per share . . . . . . .$20.84-$58.56 $12.28-$58.56 $10.31-$58.56
------------- ------------- -------------
--------------------------------------------------------------------------------------
</TABLE>
The plans provide for acceleration of exercisability
of the options upon the occurrence of certain events
relating to a change of control, merger, sale of assets
or liquidation of the company (Acceleration Events). The
Non-Qualified Plan and the Incentive Stock Plan also
provide that optionees may be granted Limited Stock
Appreciation Rights (LSARs). LSARs become exercisable,
in lieu of the option or SAR, upon the occurrence, six
months following the date of grant, of an Acceleration
Event. These LSARs entitle the holder to a cash payment
per share equivalent to the excess of the share value
(under terms of the LSAR) over the grant price. As of
December 31, 1994 and 1993, there were 1,371,413 and
1,411,379 respectively, of LSARs outstanding.
- - ----------------------------------------------------------------------------
9-EMPLOYEE In 1989, the company added an Employee Stock
STOCK Ownership Plan (ESOP) to its existing Deferred Income
OWNERSHIP Stock Purchase and Savings Plans. Approximately 60% of
PLAN all regular salaried and hourly employees are eligible
for participation in the ESOP. The ESOP borrowed $500
million for a term of 15 years at an interest rate of
8.3% and used the proceeds to buy approximately 11.3
million shares of common stock from the company. The
ESOP debt is guaranteed by the company, and ESOP shares
are being allocated to participants over 15 years as
contributions are made to the plans.
ESOP cash contributions and ESOP expense accrued
during the calendar year are determined by several
factors including the market price and number of shares
allocated to participants, ESOP debt service, dividends
on unallocated shares and the company's matching
contribution. Over the 15-year life of the ESOP, total
expense will equal the total cash contributions made by
the company.
53
<PAGE>22
ESOP cash contributions are made in March and September,
based on the plan year which ends March 31. A summary of
ESOP cash contributions and dividends on unallocated ESOP
shares for the three years ended December 31 is presented
below (in millions):
- - -------------------------------------------------------------
1994 1993 1992
- - -------------------------------------------------------------
Cash contributions . . . . . . . $ 41.8 $ 39.4 $ 33.1
====== ====== ======
Dividends. . . . . . . . . . . . $ 10.9 $ 10.6 $ 10.4
====== ====== ======
- - -------------------------------------------------------------
Total ESOP expense is allocated to operating expense and
interest expense based upon the ratio of principal and
interest payments on the debt. ESOP expense for each of
the three years ended December 31 is presented below
(in millions):
- - -------------------------------------------------------------
1994 1993 1992
- - -------------------------------------------------------------
Operating expense. . . . . . . . $ 23.3 $ 18.6 $ 14.2
Interest expense . . . . . . . . 24.0 21.8 18.8
------ ------ ------
Total expense. . . . . . . . . . $ 47.3 $ 40.4 $ 33.0
- - -------------------------------------------------------------
- - ----------------------------------------------------------------------------
As discussed in Note 2, in September 1993 the company 10-RETIREMENT
announced a Profitability Enhancement Program that included BENEFITS
an enhanced retirement program. Total costs related to the
enhanced retirement program were $142 million. Included in
this cost was $90 million in special pension benefits, offset
by $35 million in curtailment gains (for a net cost of $55
million). Additionally, a $23.5 million charge for postretirement
benefits other than pensions is included in the total cost. The
remaining portion of the cost relates to severance benefits and
other expenses of implementing the plan.
PENSION PLANS
The company has pension plans covering substantially all of
its regular employees. TOTAL PENSION EXPENSE for each of the
three years ended December 31 is presented below (in millions):
- - ------------------------------------------------------------------
1994 1993 1992
- - ------------------------------------------------------------------
Single-employer defined benefit plans. $ 19.0 $ (2.5) $ (3.9)
Multi-employer plans . . . . . . . . . 50.6 48.4 47.4
Defined contribution plans . . . . . . 15.1 13.2 12.6
------ ------ ------
$ 84.7 $ 59.1 $ 56.1
- - ------------------------------------------------------------------
NET PENSION EXPENSE/(BENEFIT) FOR SINGLE-EMPLOYER DEFINED
BENEFIT PLANS was comprised of the following for the three years
ended December 31 (in millions):
- - -------------------------------------------------------------------------
1994 1993 1992
- - -------------------------------------------------------------------------
Service cost (benefits earned during the year) $ 46.2 $ 45.7 $ 42.0
Interest cost on projected benefit obligation . 68.8 65.1 60.0
Assumed return on assets. . . . . . . . . . . . (84.5) (99.5) (92.3)
Amortization of prior service cost, actuarial
gains/losses and the excess of market value of
plan assets over projected benefit obligation
at January 1, 1986 . . . . . . . . . . . . . . (11.5) (13.8) (13.6)
----- ----- -----
Net pension expense (benefit) . . . . . . .$ 19.0 $ (2.5) $(3.9)
- - -------------------------------------------------------------------------
54
<PAGE>23
THE KEY ACTUARIAL ASSUMPTIONS USED IN DETERMINING PENSION
EXPENSE FOR SINGLE-EMPLOYER DEFINED BENEFIT PLANS were as follows
for each of the years ended December 31:
------------------------------------------------------------------
1994 1993 1992
------------------------------------------------------------------
Discount rate . . . . . . . . . . . . . . . . 7.5% 9.0% 9.0%
Long-term rate of return on plan assets . . . 10.0% 10.0% 10.0%
Weighted-average rate of compensation increase 5.5% 6.5% 6.5%
------------------------------------------------------------------
The actual gain on pension assets was $16.0 million, $120.4
million and $102.2 million in 1994, 1993 and 1992, respectively.
The following tables set forth the FUNDED STATUS OF ALL COMPANY
SINGLE-EMPLOYER DEFINED BENEFIT PLANS at December 31 (in
millions):
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
1994 1993
---------------------------------------------------------------------------------
<S> <C> <C>
Plan assets at fair market value-primarily corporate equity
securities and publicly traded bonds . . . . . . . . . . . $ 961.5 $1,020.0
-------- --------
Accumulated benefit obligation:
Vested benefits. . . . . . . . . . . . . . . . . . . . . . (718.2) (721.2)
Nonvested benefits . . . . . . . . . . . . . . . . . . . . (61.3) (58.2)
-------- -------
Accumulated benefit obligation . . . . . . . . . . . . . . . (779.5) (779.4)
Effect of projected compensation increases . . . . . . . . . (132.7) (135.1)
-------- -------
Projected benefit obligation . . . . . . . . . . . . . . . . (912.2) (914.5)
-------- -------
Plan assets in excess of projected benefit obligation. . . . $ 49.3 $ 105.5
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
1994 1993
---------------------------------------------------------------------------------
Plan assets in excess of projected benefit obligation consist
of the following components:
Unamortized excess of market value of plan assets over
projected benefit obligation at January 1, 1986 being
amortized over 15 years . . . . . . . . . . . . . . . $ 60.9 $ 70.9
Unrecognized net actuarial gains/(losses) . . . . . . . (101.3) (70.9)
Prior service costs . . . . . . . . . . . . . . . . . . (62.6) (43.7)
Prepaid pension . . . . . . . . . . . . . . . . . . . . 152.3 149.2
------- --------
$ 49.3 $ 105.5
---------------------------------------------------------------------------------
</TABLE>
The ASSUMPTIONS USED IN DETERMINING THE FUNDED STATUS of
these plans as of December 31 were as follows:
------------------------------------------------------------
1994 1993
------------------------------------------------------------
Discount rate . . . . . . . . . . . . . . . . . 8.0% 7.5%
Weighted-average rate of compensation increase 5.5% 5.5%
------------------------------------------------------------
Contributions to multi-employer plans in which the company
and its subsidiaries participate are determined in accordance
with the provisions of negotiated labor contracts and are
based on employee-hours worked.
POSTRETIREMENT BENEFITS
The company provides certain health care and life insurance
benefits to eligible retired employees. Salaried participants
generally become eligible for retiree health care benefits
after reaching age 55 with 10 years of service or after
reaching age 65. Bargaining unit employees generally become
eligible for retiree health care benefits after reaching age
55 with 10-15 years of service or after reaching age 65.
55
<PAGE>24
The following table sets forth the ACCUMULATED
POSTRETIREMENT BENEFIT OBLIGATION (APBO) AND THE TOTAL
POSTRETIREMENT BENEFIT LIABILITY for all single-employer
defined benefit plans at December 31 (in millions):
- - ---------------------------------------------------------------------
1994 1993
- - ---------------------------------------------------------------------
Retirees . . . . . . . . . . . . . . . . . . . . . . . $186.6 $191.7
Fully eligible active plan participants . . . . . . . 144.4 139.0
Other active plan participants . . . . . . . . . . . . 94.1 232.6
------ ------
Accumulated postretirement benefit obligation (APBO) . 425.1 563.3
Unrecognized prior service benefits . . . . . . . . . 163.1 109.8
Unrecognized net actuarial gains/(losses). . . . . . . 51.3 (51.2)
------ ------
Total postretirement benefit liability . . . . . . . . $639.5 $621.9
====== ======
- - ---------------------------------------------------------------------
As of December 31, 1994 and 1993, $624.3 million and
$607.1 million of this obligation was classified as a
long-term liability and $15.2 million and $14.8 million was
classified as a current liability, respectively.
NET PERIODIC POSTRETIREMENT BENEFITS EXPENSE FOR SINGLE-
EMPLOYER DEFINED BENEFIT PLANS for 1994, 1993 and 1992 was
comprised of the following (in millions):
- - ---------------------------------------------------------------------
1994 1993 1992
- - ---------------------------------------------------------------------
Service cost (benefits attributed to
service during the year). . . . . . . . . $ 19.1 $ 21.1 $ 29.8
Interest cost on accumulated
postretirement benefit obligation . . . . 32.3 39.2 45.5
Amortization of prior service (benefit) . . (18.1) (6.5) --
Amortization of curtailment (gain). . . . . -- (4.5) --
Amortization of actuarial (gain). . . . . . (.7) (1.0) --
------ ------ ------
Net periodic postretirement benefits expense $ 32.6 $ 48.3 $ 75.3
====== ====== ======
- - ---------------------------------------------------------------------
In measuring the APBO, a 12.5% annual trend rate for health
care costs was assumed for 1992, 1993 and 1994. This rate is
assumed to decline ratably over the next 12 years to 6.5% and
remain at that level thereafter. The weighted average discount
rate used in determining the APBO was 8.5% and 8.0%, respectively,
at December 31, 1994 and 1993.
If the assumed health care cost rate changed by 1%, the APBO
as of December 31, 1994, would change by 13.0%. The effect of a
1% change in the cost trend rate on the service and interest cost
components of net periodic postretirement benefits expense
would be a change of 19.9%.
- - ---------------------------------------------------------------------------
The provision for income taxes consists of the following 11-INCOME
for the three years ended December 31 (in millions): TAXES
- - ----------------------------------------------------------------
1994 1993 1992
- - ----------------------------------------------------------------
Current Tax Provision:
Federal . . . . . . . . . . . . . $480.2 $459.5 $460.6
State and foreign . . . . . . . . 108.4 102.9 101.3
------ ------ ------
588.6 562.4 561.9
------ ------ ------
Deferred Tax Provision:
Federal . . . . . . . . . . . . . 74.1 (126.2) 50.3
State and foreign . . . . . . . . 12.3 (13.3) 8.8
------ ------ -----
86.4 (139.5) 59.1
------ ------ -----
$675.0 $422.9 $621.0
====== ====== ======
- - ----------------------------------------------------------------
The deferred tax provision results from differences in
the recognition of income and expense for tax and financial
reporting purposes. The primary differences are related to
fixed assets (tax effect of $57.6 million in 1994, $51.5
million in 1993 and $67.6 million in 1992) and the
restructuring charge benefit ($184 million) in 1993.
56
<PAGE>25
Under the liability method, at December 31, 1994 the
company had deferred tax liabilities of $1,849 million and
deferred tax assets of $591 million. The principal temporary
differences included in deferred tax liabilities are related
to fixed assets ($1,606 million). The principal temporary
differences included in deferred tax assets are related to
accrued postretirement benefits ($238.9 million) and other
accruals and temporary differences ($352.6 million) which are
not deductible for tax purposes until paid or utilized.
On August 10, 1993, the Revenue Reconciliation Act of 1993
was signed into law. As a result, the federal statutory
income tax rate was retroactively increased, effective
January 1, 1993, by 1% to 35%. This resulted in a $33 million
nonrecurring, after-tax, noncash charge related to
revaluation of the deferred tax liability in accordance with
FAS 109.
The company's effective tax rate was 39.5% in 1994, 43.4%
in 1993 and 38.4% in 1992. A reconciliation between the
statutory rate and the effective rate is presented below:
-------------------------------------------------------------
1994 1993 1992
-------------------------------------------------------------
Statutory rate . . . . . . . . . . . . . 35.0% 35.0% 34.0%
State income taxes, net of federal benefit 4.0 4.7 3.9
Revaluation of deferred tax liability. . -- 3.1 --
Other. . . . . . . . . . . . . . . . . . .5 .6 .5
---- ---- ----
Effective tax rate . . . . . . . . . . . 39.5% 43.4% 38.4%
-------------------------------------------------------------
- - ---------------------------------------------------------------------------
12-CASH FLOWS For purposes of the Statement of Cash Flows, all short-term
investments with maturities of 90 days or less are considered
cash equivalents. Such amounts include marketable securities
of $11.4 million in 1994 and $4.8 million in 1993. The effect
of foreign currency exchange rate fluctuations was not
material for 1994, 1993 and 1992. Accounts payable include
$87.1 million and $72.0 million, respectively, of outstanding
checks at December 31, 1994 and 1993.
Supplemental information with respect to the Statement of
Cash Flows is presented below (in millions):
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest paid, net of capitalized
interest . . . . . . . . . . . . . $ 202.9 $ 168.6 $ 158.0
Income taxes paid. . . . . . . . . . 620.5 510.2 552.3
Excise taxes paid. . . . . . . . . . 1,692.0 1,673.4 1,663.0
-------------------------------------------------------------------------------
CHANGES IN NONCASH WORKING CAPITAL
Decrease/(increase) in noncash current assets:
Accounts receivable. . . . . . . . . $ (33.5) $(101.3) $ 5.0
Inventories. . . . . . . . . . . . . 1.9 34.0 (25.1)
Other current assets . . . . . . . . (5.8) .3 (50.3)
Increase/(decrease) in current liabilities:
Accounts payable . . . . . . . . . . . 38.4 75.1 27.6
Accrued salaries, wages and benefits . 44.6 (13.4) 34.0
Accrued taxes, other than income taxes (13.9) 4.7 6.1
Restructuring accrual . . . . . . . . (136.6) -- --
Other current liabilities . . . . . . (79.0) 100.2 (10.7)
-------- --------- --------
Decrease/(increase) in noncash working capital $ (183.9) $ 99.6 $ (13.4)
---------------------------------------------------------------------------------
</TABLE>
57
<PAGE>26
- - ---------------------------------------------------------------------------
STOCK ACTIVITY 13-PREFERRED
Activity in the company's stock categories for each AND COMMON
of the three years ended December 31 is summarized below: STOCK
- - -------------------------------------------------------------------
COMMON STOCK COMMON STOCK
ISSUED IN TREASURY
- - -------------------------------------------------------------------
BALANCE, DECEMBER 31, 1991 338,452,344 (53,400,560)
Shares issued under stock plans 2,931,179
Conversions of convertible debentures 16,805
Treasury stock acquired (9,597,492)
- - -------------------------------------------------------------------
BALANCE, DECEMBER 31, 1992 341,400,328 (62,998,052)
Shares issued under stock plans 1,180,011
Conversions of convertible debentures 2,100
Treasury stock acquired (12,643,125)
Treasury stock issued 95,413
- - -------------------------------------------------------------------
BALANCE, DECEMBER 31, 1993 342,582,439 (75,545,764)
Shares issued under stock plans 1,133,163
Conversions of convertible debentures 81,927
Treasury stock acquired (10,961,408)
- - -------------------------------------------------------------------
BALANCE, DECEMBER 31, 1994 343,797,529 (86,507,172)
- - -------------------------------------------------------------------
At December 31, 1994 and 1993, 40,000,000 shares of $1.00
par value preferred stock were authorized and unissued.
STOCK REPURCHASE PROGRAMS
The Board of Directors has approved various resolutions
authorizing the company to purchase shares of its common
stock for investment purposes and to meet the requirements
of the company's various stock purchase and incentive plans.
The most recent resolution was approved by the Board in March
1994 authorizing the repurchase of 25 million shares. The
company has acquired 10.9 million, 12.6 million and 9.6 million
shares of common stock in 1994, 1993 and 1992 for $562.2 million,
$639.8 million and $518.7 million, respectively. At December 31,
1994, approximately 19.1 million shares were available for
repurchase under the 1994 authorization.
STOCKHOLDER RIGHTS PLAN
In 1985, the Board of Directors adopted a Stockholder Rights
Plan pursuant to which the Board declared a dividend of one
preferred stock purchase right on each outstanding share of
common stock of the company. The rights have subsequently been
amended in certain respects, and the description below reflects
the terms of the rights as amended. After the rights become
exercisable and until such time as the rights expire or are
redeemed, they will entitle the holder to purchase 1/100 of a
share of a new Series B Junior Participating Preferred Stock,
par value $1.00 per share (4,000,000 shares were reserved for
issuance at December 31, 1994 and 1993), at a purchase price
of $50 per 1/100 of a share. The rights will become exercisable
on the earlier to occur of (i) the tenth calendar day following
a public announcement that a person or group (an "Acquiring
Person") has acquired 20% or more of the common stock of the
company, or (ii) the tenth business day following the commencement
of a tender offer or exchange offer by a third party which, upon
consummation, would result in such party's control of 30% or more
of the common stock of the company.
If, at any time after the rights have become nonredeemable,
the company is the surviving corporation in a merger with an
Acquiring Person and its common stock is not changed or exchanged,
or an Acquiring Person becomes the beneficial owner of 30% or more
of the then outstanding shares of common stock, each right will
entitle the holder, other than the Acquiring Person, to purchase
that number of shares of common stock of the company which has a
market value of twice the exercise price of the right.
If, at any time after the rights have become nonredeemable,
the company is acquired in a merger or other business combination
transaction or 50% or more of its assets or earning power is sold,
each right will entitle its holder to purchase that number of
shares of common stock of the acquiring company which has a market
value of twice the exercise price of the right. The rights are
redeemable under certain circumstances at $.025 per right.
58
<PAGE>27
In October 1994, the company approved the extension of
the existing rights by adopting a shareowner rights plan
substantially similar to the rights plan previously
described. Under the plan, one right will be issued for
each outstanding share of common stock of the company on
the earlier of the expiration of the existing rights
(December 27, 1995) or the redemption of such rights in
accordance with the terms of the company's current
rights plan. Each of the new rights will entitle the
holder to purchase from the company 1/100 of a share of
Series B Junior Participating preferred stock, par value
$1.00 per share, at a price of $195 per 1/100 of a
share. The new rights are redeemable under certain
circumstances at $0.01 per right and will expire, unless
earlier redeemed, on October 31, 2004.
- - ---------------------------------------------------------------------------
14-COMMITMENTS In connection with plant expansion and improvement
AND programs, the company had commitments for capital
CONTINGENCIES expenditures of approximately $205.4 million at December
31, 1994.
Obligations under capital and operating leases are not
material.
The company and certain of its subsidiaries are
involved in certain claims and legal proceedings in
which monetary damages and other relief are sought. The
company is vigorously contesting these claims. However,
resolution of these claims is not expected to occur
quickly, and their ultimate outcome cannot presently be
predicted. It is the opinion of management that the
ultimate resolution of all existing claims, legal
proceedings and other contingencies, either individually
or in the aggregate, will not materially affect either
the company's financial position, liquidity or results
of operations.
- - ---------------------------------------------------------------------------
15-BUSINESS The company's principal business segments are beer and
SEGMENTS beer-related, food products and entertainment. The beer
and beer-related segment produces and sells the
company's beer products. Included in this segment are
the company's raw material acquisition, malting, can
manufacturing, recycling, communications and
transportation operations.
The food products segment consists of the company's
food and food-related operations which include the
company's baking and snack food subsidiaries and certain
rice operations.
The entertainment segment consists of the company's
theme parks, baseball, stadium and real estate
development operations.
Sales between segments, export sales and non-United
States sales are not material. The company's equity in
earnings of affiliated companies is included in other
income and expense. No single customer accounted for
more than 10% of sales.
Summarized below is the company's business segment
information for 1994, 1993 and 1992 (in millions).
Intra-segment sales have been eliminated from each
segment's reported net sales.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Net Sales | Operating Income (1) (2)
1994 1993 1992 | 1994 1993 1992
------------------------------------------------------|----------------------------
<S> <C> <C> <C> <C> <C> <C>
Beer and Beer-Related $ 9,231.8 $ 8,668.9 $ 8,609.6 |$1,786.5 $1,339.6 $1,645.4
Food Products. . . . 2,132.3 2,123.2 2,131.1 | 43.8 (84.9) 75.4
Entertainment. . . . 741.5 741.8 684.3 | 68.8 (42.8) 54.9
Eliminations . . . . (51.8) (28.6) (31.3)| -- -- --
--------- --------- --------- |-------- -------- --------
Consolidated . . . . $12,053.8 $11,505.3 $11,393.7 |$1,899.1 $1,211.9 $1,775.7
========= ========= ========= |======== ======== ========
-----------------------------------------------------------------------------------
<FN>
(1) Operating income excludes other expense, net, which
is not allocated among segments. For 1994, 1993 and 1992
other expense, net of $192.0 million, $161.5 million and
$160.5 million, respectively, includes net interest
expense, other income and expense, and equity in
earnings of affiliated companies.
(2) Operating income for 1993 includes the impact of the
one-time, pretax restructuring charge of $565 million as
a result of the company's Profitability Enhancement
Program. The one-time charge relates to business
segments as follows: $267.5 million for the beer and
beer-related segment; $165.9 million for the food
products segment; and $131.6 million for the
entertainment segment.
</TABLE>
59
<PAGE>28
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------
| Depreciation and
Identifiable Assets | Amortization Expense (4)
- - --------------------------------------------------------|-------------------------
1994 1993 1992 | 1994 1993 1992
- - --------------------------------------------------------|-------------------------
<S> <C> <C> <C> <C> <C> <C>
Beer and Beer-Related . $ 7,715.6 $ 7,515.0 $ 6,864.8 | $454.6 $429.2 $395.1
Food Products . . . . . 1,499.1 1,510.4 1,584.1 | 97.9 103.0 100.9
Entertainment . . . . . 1,426.7 1,470.5 1,588.2 | 75.0 76.1 71.0
Corporate (3) . . . . . 404.0 384.4 500.8 | -- -- --
--------- --------- --------- | ------ ------ ------
Consolidated . . . . . $11,045.4 $10,880.3 $10,537.9 | $627.5 $608.3 $567.0
========= ========= ========= | ====== ====== ======
- - ----------------------------------------------------------------------------------
<FN>
(3) Corporate assets principally include cash, marketable
securities, investment in affiliated companies and certain
fixed assets.
(4) Consolidated depreciation and amortization expense
includes $18.7 million, $17.4 million and $15.8 million
of depreciation expense related to corporate assets for
1994, 1993 and 1992, respectively.
</TABLE>
---------------------
Capital Expenditures
- - -----------------------------------------------------------------
1994 1993 1992
- - -----------------------------------------------------------------
Beer and Beer-Related. . . . . . . . . . . $562.0 $529.7 $490.4
Food Products. . . . . . . . . . . . . . . 123.0 122.7 109.5
Entertainment. . . . . . . . . . . . . . . 99.8 124.5 137.3
------ ------ ------
Consolidated . . . . . . . . . . . . . . . $784.8 $776.9 $737.2
====== ====== ======
- - -----------------------------------------------------------------
- - ---------------------------------------------------------------------------
Additional balance sheet information (in millions) 16-ADDITIONAL
is summarized below: INFORMATION
- - -------------------------------------------------------
1994 1993
- - -------------------------------------------------------
Plant and Equipment:
Land . . . . . . . . . . . . . $ 294.7 $ 281.9
Buildings. . . . . . . . . . . 3,527.8 3,445.5
Machinery and equipment. . . . 7,842.5 7,656.5
Construction in progress . . . 559.1 343.2
--------- ---------
12,224.1 11,727.1
Accumulated depreciation . . . (4,676.4) (4,230.0)
--------- ---------
$ 7,547.7 $ 7,497.1
========= =========
- - -------------------------------------------------------
Investments and Other Assets:
Investments in and advances to
affiliated companies . . . . $ 670.9 $ 629.5
Investment properties. . . . . 141.5 151.9
Deferred charges . . . . . . . 340.3 310.7
Goodwill . . . . . . . . . . . 483.4 495.9
-------- --------
$1,636.1 $1,588.0
======== ========
- - -------------------------------------------------------
Summarized below is selected financial information for
Anheuser-Busch, Inc. (a wholly owned subsidiary of
Anheuser-Busch Companies, Inc.) as of and for the years
ended December 31 (in millions):
- - ---------------------------------------------------------------
1994 1993 1992
- - ---------------------------------------------------------------
Income Statement Information:
Net sales . . . . . . . . $7,797.3 $7,624.0 $7,669.9
Gross profit. . . . . . . 2,937.7 2,844.8 2,875.6(2)
Net income (1). . . . . . 854.1 712.7(3) 860.5(2)
Balance Sheet Information:
Current assets. . . . . . 617.6 670.6
Noncurrent assets . . . . 12,096.8 11,185.6
Current liabilities . . . 724.7 813.2
Noncurrent liabilities (1) 3,529.9 3,431.4
- - ---------------------------------------------------------------
[FN]
(1) Anheuser-Busch, Inc. is co-obligor for all outstanding
Anheuser-Busch Companies, Inc. indebtedness. Accordingly,
all such debt is included as an element of noncurrent
liabilities and the interest thereon is included in the
determination of net income.
(2) Gross profit and net income for 1992 reflect the
January 1, 1992 adoption of FAS 106. Excluding the adoption
of FAS 106, gross profit would have been $2,907.7 million
and net income would have been $883.1 million.
(3) Net income for 1993 reflects $89.6 million representing
Anheuser-Busch, Inc.'s share of the $565 million pretax
restructuring charge.
60
<PAGE>29
- - ---------------------------------------------------------------------------
17-QUARTERLY Summarized quarterly financial data for 1994 and 1993
FINANCIAL DATA (in millions, except per share data) appears below.
(UNAUDITED)
<TABLE>
<CAPTION>
----------------------------
|EARNINGS/(LOSS) PER SHARE
---------------------------------------------------------------------------------------------------
NET SALES | GROSS PROFIT |NET INCOME/(LOSS)| PRIMARY FULLY DILUTED
---------------------------------------------------------------------------------------------------
1994 1993 | 1994 1993 | 1994 1993 | 1994 1993 1994 1993
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
First quarter $ 2,627.6 $ 2,503.4|$ 893.7 $ 850.3|$ 204.4 $194.1 |$ .76 $ .69 $ .76 $ .69
Second quarter 3,169.1 2,990.8| 1,156.6 1,092.9| 322.5 308.6 | 1.21 1.12 1.20 1.11
Third quarter 3,297.9 3,156.7| 1,235.9 1,179.3| 329.5 (75.0)| 1.26 (.28) 1.24 (.28)
Fourth quarter 2,959.2 2,854.4| 983.2 963.1| 175.7 166.8 | .68 .62 .68 .62
---------------------------------------------------------------------------------------------------
Annual $12,053.8 $11,505.3|$4,269.4 $4,085.6|$1,032.1 $594.5 |$3.91 $2.17 $3.88 $2.17
---------------------------------------------------------------------------------------------------
</TABLE>
Third quarter 1993 net income and earnings per share
include the impact of the one-time pretax restructuring
charge of $565 million related to the company's
Profitability Enhancement Program and the $33 million
deferred tax liability revaluation charge due to the 1%
tax rate increase. Excluding these items, third quarter
1993 net income and fully diluted earnings per share
would have been $311.1 million and $1.13, respectively,
and net income and fully diluted earnings per share for
the year would have been $980.6 million and $3.55,
respectively.
- - ---------------------------------------------------------------------------
18-FOREIGN The purpose of the company's foreign currency hedging
CURRENCY activities is to protect the company from excessive
RISK volatility in exchange rates. Foreign currency hedges
MANAGEMENT include forward contracts and purchased currency
options. The company does not hold or issue financial
instruments for trading purposes. Financial instruments
are rarely sold before maturity, and currency
instruments generally do not extend beyond two years.
The company primarily hedges exposures arising from the
sale of product to foreign customers, or purchases from
foreign suppliers. Unrealized gains and losses related
to these contracts are immaterial.
The tables below summarize: a) by instrument, the
notional amount of outstanding contracts (in millions);
and b) by currency, the notional amount of forward and
purchased option contracts outstanding (in millions),
with a designation of "long" or "short" with respect to
the underlying exposure:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
1994 GROSS NOTIONAL AMOUNT 1993 GROSS NOTIONAL AMOUNT
----------------------------------------------------------------------------------
<S> <C> <C>
Forwards . . . . . . . . . . . . $190.0 $226.2
Options. . . . . . . . . . . . . $181.7 $ --
----------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
NET UNDERLYING EXPOSURE GROSS NOTIONAL AMOUNT
-------------------------------------------------------------------------------
1994 1993 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Japanese yen. . . . . Long Long $243.0 $145.8
German mark . . . . . Short Short $43.5 $ 50.5
British pound . . . . Long Long $54.4 $ 8.5
Other currencies. . . Long and Short Long and Short $30.8 $ 21.4
-------------------------------------------------------------------------------
</TABLE>
61
<PAGE>30
<TABLE>
<CAPTION>
FINANCIAL SUMMARY-OPERATIONS
Anheuser-Busch Companies, Inc., and Subsidiaries
(In millions, except per share data)
- - ----------------------------------------------------------------------------------------------
1994 1993 1992
- - ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CONSOLIDATED SUMMARY OF OPERATIONS
Barrels sold. . . . . . . . . . . . . . . . . . . . . . . 88.5 87.3 86.8
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . $13,733.5 $13,185.1 $13,062.3
Federal and state excise taxes. . . . . . . . . . . . . 1,679.7 1,679.8 1,668.6
- - ----------------------------------------------------------------------------------------------
Net sales . . . . . . . . . . . . . . . . . . . . . . . . 12,053.8 11,505.3 11,393.7
Cost of products and services . . . . . . . . . . . . . 7,784.4 7,419.7 7,309.1
- - ----------------------------------------------------------------------------------------------
Gross profit. . . . . . . . . . . . . . . . . . . . . . . 4,269.4 4,085.6 4,084.6
Marketing, distribution and administrative expenses . . 2,370.3 2,308.7 2,308.9
Restructuring charge. . . . . . . . . . . . . . . . . . -- 565.0 --
- - ----------------------------------------------------------------------------------------------
Operating income. . . . . . . . . . . . . . . . . . . . . 1,899.1 1,211.9(1) 1,775.7(2)
Interest expense. . . . . . . . . . . . . . . . . . . . (221.4) (207.8) (199.6)
Interest capitalized. . . . . . . . . . . . . . . . . . 22.1 36.7 47.7
Interest income . . . . . . . . . . . . . . . . . . . . 3.3 5.2 7.1
Other income/(expense), net . . . . . . . . . . . . . . 4.0 4.4 (15.7)
- - ----------------------------------------------------------------------------------------------
Income before income taxes. . . . . . . . . . . . . . . . 1,707.1 1,050.4(1) 1,615.2(2)
Income taxes (current/deferred) . . . . . . . . . . . . 675.0 422.9 621.0
Revaluation of deferred tax liability . . . . . . . . . -- 33.0 --
-------- ------- -------
Net income, before cumulative effect of accounting changes 1,032.1 594.5(1) 994.2(2)
Cumulative effect of changes in the method of accounting
for postretirement benefits (FAS 106) and income taxes
(FAS 109), net of tax benefit of $186.4 million . . . . -- (76.7)
-------- ------- --------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . . . $1,032.1 $ 594.5(1) $ 917.5
======== ======= ========
- - ----------------------------------------------------------------------------------------------
PRIMARY EARNINGS PER SHARE:
Net income before cumulative effect . . . . . . . . . . . $ 3.91 $ 2.17 $ 3.48(2)
Cumulative effect of accounting changes . . . . . . . . . -- -- (.26)
--------- -------- --------
Net income. . . . . . . . . . . . . . . . . . . . . . . . $ 3.91 $ 2.17(1) $ 3.22
========= ======== ========
FULLY DILUTED EARNINGS PER SHARE:
Net income before cumulative effect. . . . . . . . . . . . $ 3.88 $ 2.17 $ 3.46(2)
Cumulative effect of accounting changes. . . . . . . . . . -- -- (.26)
--------- -------- --------
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 3.88 $ 2.17(1) $ 3.20
========= ======== ========
Cash dividends paid:
Common stock . . . . . . . . . . . . . . . . . . . . . . 398.8 370.0 338.3
Per share. . . . . . . . . . . . . . . . . . . . . . . 1.52 1.36 1.20
Preferred stock. . . . . . . . . . . . . . . . . . . . . -- -- --
Per share. . . . . . . . . . . . . . . . . . . . . . . -- -- --
Average number of common shares:
Primary. . . . . . . . . . . . . . . . . . . . . . . . . 264.1 274.3 285.8
Fully diluted. . . . . . . . . . . . . . . . . . . . . . 269.0 279.3 290.8
- - ----------------------------------------------------------------------------------------------
</TABLE>
NOTES TO FINANCIAL SUMMARY--OPERATIONS
Note: All per share information and average number of common shares data
reflect the September 12, 1986 two-for-one stock split and the June 14, 1985
three-for-one stock split. All amounts reflect the acquisition of Sea World
as of December 1, 1989. Financial information prior to 1988 has been
restated to reflect the adoption in 1988 of Financial Accounting Standards
No. 94, Consolidation of Majority-Owned Subsidiaries.
62<PAGE>
<PAGE>31
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------
1991 1990 1989 1988 1987 1986 1985 1984
- - ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
86.0 86.5 80.7 78.5 76.1 72.3 68.0 64.0
$12,634.2 $11,611.7 $10,283.6 $9,705.1 $9,110.4 $8,478.8 $7,756.7 $7,218.8
1,637.9 868.1 802.3 781.0 760.7 724.5 683.0 657.0
- - ----------------------------------------------------------------------------------------------
10,996.3 10,743.6 9,481.3 8,924.1 8,349.7 7,754.3 7,073.7 6,561.8
7,148.7 7,093.5 6,275.8 5,825.5 5,374.3 5,026.5 4,729.8 4,464.6
- - ----------------------------------------------------------------------------------------------
3,847.6 3,650.1 3,205.5 3,098.6 2,975.4 2,727.8 2,343.9 2,097.2
2,126.1 2,051.1 1,876.8 1,834.5 1,826.8 1,709.8 1,498.2 1,338.5
-- -- -- -- -- -- -- --
- - ----------------------------------------------------------------------------------------------
1,721.5 1,599.0 1,328.7 1,264.1 1,148.6 1,018.0 845.7 758.7
(238.5) (283.0) (177.9) (141.6) (127.5) (99.9) (96.5) (106.0)
46.5 54.6 51.5 44.2 40.3 33.2 37.2 46.8
9.2 7.0 12.6 9.8 12.8 9.6 21.3 22.8
(18.1) (25.5) 11.8 (16.4) (9.9) (13.6) (23.3) (29.6)
- - ----------------------------------------------------------------------------------------------
1,520.6 1,352.1 1,226.7 1,160.1 1064.3 947.3(3) 784.4 692.7
580.8 509.7 459.5 444.2 449.6 429.3 340.7 301.2
-- -- -- -- -- -- -- --
- - --------- ---------- --------- --------- -------- -------- -------- --------
939.8 842.4 767.2 715.9 614.7 518.0(3) 443.7 391.5
-- -- -- -- -- -- -- --
- - --------- --------- --------- -------- -------- -------- -------- -------
$ 939.8 $ 842.4 $ 767.2 $ 715.9 $ 614.7 $ 518.0(3)$ 443.7 $ 391.5
========= ========= ========= ======== ======== ======== ======== =======
- - ----------------------------------------------------------------------------------------------
$ 3.26 $ 2.96 $ 2.68 $ 2.45 $ 2.04 $ 1.69(3)$ 1.42 $ 1.23
-- -- -- -- -- -- -- --
- - --------- --------- --------- -------- -------- -------- -------- --------
$ 3.26 $ 2.96 $ 2.68 $ 2.45 $ 2.04 $ 1.69(3)$ 1.42 $ 1.23
========= ========= ========= ======== ======== ======== ======== ========
$ 3.25 $ 2.95 $ 2.68 $ 2.45 $ 2.04 $ 1.69(3)$ 1.42 $ 1.23
-- -- -- -- -- -- -- --
- - --------- --------- --------- -------- -------- -------- -------- --------
$ 3.25 $ 2.95 $ 2.68 $ 2.45 $ 2.04 $ 1.69(3)$ 1.42 $ 1.23
========= ========= ========= ======== ======== ======== ======== ========
301.1 265.0 226.2 188.6 148.4 120.2 102.7 89.7
1.06 .94 .80 .66 .54 .44 .36 2/3 .31 1/3
-- -- -- -- 20.1 26.9 27.0 27.0
-- -- -- -- 3.23 3.60 3.60 3.60
287.9 284.6 286.2 292.2 301.5 306.6 312.6 317.4
292.9 289.7 286.2 292.2 301.5 306.6 312.6 317.4
- - ----------------------------------------------------------------------------------------------
<FN>
(1) 1993 results include the impact of two nonrecurring special charges.
These charges are (1) a restructuring charge ($565 million pretax) and (2) a
revaluation of the deferred tax liability due to the 1% increase in federal
tax rates ($33 million after-tax). Excluding these nonrecurring special
charges, operating income, pretax income, net income and fully diluted
earnings per share would have been $1,776.9 million, $1,615.4 million,
$980.6 million and $3.55, respectively.
(2) 1992 operating income, income before income taxes, net income and
earnings per share reflect the 1992 adoption of the new Financial Accounting
Standards pertaining to Postretirement Benefits (FAS 106) and Income Taxes
(FAS 109). Excluding the financial impact of these Standards, 1992
operating income, income before income taxes, net income and fully diluted
earnings per share would have been $1,830.8 million, $1,676.0 million,
$1,029.2 million and $3.58, respectively.
(3) Effective January 1, 1986, the company adopted the provisions of
Financial Accounting Standards No. 87 (FAS 87), Employers Accounting For
Pensions. The financial effect of FAS 87 adoption was to increase 1986
income before income taxes $45 million, net income $23 million and earnings
per share $.08.
</TABLE>
63
<PAGE>32
<TABLE>
<CAPTION>
FINANCIAL SUMMARY-BALANCE SHEET AND OTHER INFORMATION
Anheuser-Busch Companies, Inc., and Subsidiaries
(In millions, except per share and statistical data)
- - -------------------------------------------------------------------------------------------------------------
1994 1993 1992
- - -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BALANCE SHEET INFORMATION
Working capital (deficit) . . . . . . . . . . . . . . . . $ 192.6 $ (20.4) $ 356.0
Current ratio . . . . . . . . . . . . . . . . . . . . . . 1.1 1.0 1.2
Plant and equipment, net. . . . . . . . . . . . . . . . . 7,547.7 7,497.1 7,523.7
Long-term debt. . . . . . . . . . . . . . . . . . . . . . 3,078.4 3,031.7 2,642.5
Total debt to total capitalization. . . . . . . . . . . . 41.1% 39.5% 36.4%
Deferred income taxes . . . . . . . . . . . . . . . . . . 1,258.2 1,170.4 1,276.9
Convertible redeemable preferred stock. . . . . . . . . . -- -- --
Shareholders equity . . . . . . . . . . . . . . . . . . . 4,415.5 4,255.5 4,620.4
Return on shareholders equity . . . . . . . . . . . . . . 23.8% 13.4%(4) 22.0%(2)
Book value per share. . . . . . . . . . . . . . . . . . . 17.16 15.94 16.60
Total assets. . . . . . . . . . . . . . . . . . . . . . . 11,045.4 10,880.3 10,537.9
- - -------------------------------------------------------------------------------------------------------------
OTHER INFORMATION
Capital expenditures. . . . . . . . . . . . . . . . . . . 784.8 776.9 737.2
Depreciation and amortization . . . . . . . . . . . . . . 627.5 608.3 567.0
Effective tax rate. . . . . . . . . . . . . . . . . . . . 39.5% 43.4% 38.4%
Price/earnings ratio. . . . . . . . . . . . . . . . . . . 13.1 22.6(4) 16.9(3)
Percent of pretax profit on net sales . . . . . . . . . . 14.2% 9.1% 14.2%
Market price range of common stock (high/low) . . . . . . 55 3/8-47 3/8 60-44 1/8 60 1/2-52 1/8
- - --------------------------------------------------------------------------------------------------------------
NOTES TO FINANCIAL SUMMARY--BALANCE SHEET AND OTHER INFORMATION
NOTE: ALL PER SHARE INFORMATION REFLECTS THE SEPTEMBER 12, 1986 TWO-FOR-ONE
STOCK SPLIT AND THE JUNE 14, 1985 THREE-FOR-ONE STOCK SPLIT. ALL AMOUNTS
REFLECT THE ACQUISITION OF SEA WORLD AS OF DECEMBER 1, 1989. FINANCIAL
INFORMATION PRIOR TO 1988 HAS BEEN RESTATED TO REFLECT THE ADOPTION IN 1988
OF FINANCIAL ACCOUNTING STANDARDS NO. 94, CONSOLIDATION OF MAJORITY-0WNED
SUBSIDIARIES.
<FN>
(1) This percentage has been calculated by including convertible redeemable
preferred stock as part of equity because it was convertible into common
stock and was trading primarily on its equity characteristics.
(2) This percent has been calculated based on net income before the
cumulative effect of accounting changes.
(3) This ratio has been calculated based on fully diluted earnings per share
before the cumulative effect of accounting changes.
(4) These ratios have been calculated based on reported net income.
Excluding the two nonrecurring 1993 charges ($565 million pretax
restructuring charge and $33 million after-tax FAS 109 charge) return on
shareholders equity would have been 21.2% and the price/earnings ratio would
have been 13.8.
</TABLE>
64
<PAGE>33
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------
1991 1990 1989 1988 1987 1986 1985 1984
- - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 224.9 $ 14.4 $ (25.7) $ 15.2 $ 75.8 $ (3.7) $ 116.0 $ 71.5
1.2 1.0 1.0 1.0 1.1 1.0 1.1 1.1
7,196.5 7,063.8 6,671.3 5,467.7 4,994.8 4,494.9 3,960.8 3,579.5
2,644.9 3,147.1 3,307.3 1,615.3 1,422.6 1,164.0 904.7 879.5
37.3% 46.1% 52.4% 34.2% 33.0% 31.6%(1) 26.9%(1) 28.2%(1)
1,500.7 1,396.2 1,315.9 1,212.5 1,164.3 1,094.0 964.7 757.9
-- -- -- -- -- 286.9 287.6 286.9
4,438.1 3,679.1 3,099.9 3,102.9 2,892.2 2,313.7 2,173.0 1,951.0
23.2% 24.9% 24.7% 23.9% 22.4% 20.5%(1) 18.9%(1) 18.2%(1)
15.57 13.03 10.95 10.95 9.87 8.61 7.84 6.91
9,986.5 9,634.3 9,025.7 7,109.8 6,547.9 5,898.1 5,192.9 4,592.5
- - ---------------------------------------------------------------------------------------------------------------
702.5 898.9 1,076.7 950.5 841.8 796.2 611.3 532.3
534.1 495.7 410.3 359.0 320.1 281.2 240.0 207.9
38.2% 37.7% 37.5% 38.3% 42.2% 45.3% 43.4% 43.5%
18.9 14.6 14.4 12.9 16.4 15.5 14.9 9.8
13.8% 12.6% 12.9% 13.0% 12.7% 12.2% 11.1% 10.6%
61 1/2-39 5/8 45-34 1/4 45 7/8-30 5/8 34 1/8-29 1/8 39 3/4-26 3/8 28 5/8-20 22 7/8-11 7/8 12 3/8-8 7/8
- - ---------------------------------------------------------------------------------------------------------------
</TABLE>
65
<PAGE>34
RESPONSIBILITY FOR FINANCIAL STATEMENTS
---------------------------------------
The management of Anheuser-Busch Companies, Inc. is responsible
for the financial statements and other information included in
this annual report. Management has selected those generally
accepted accounting principles it considers appropriate to prepare
the financial statements and other data contained herein.
The company maintains accounting and reporting systems, supported
by an internal control system, which management believes are adequate
to provide reasonable assurances that assets are safeguarded against
loss from unauthorized use or disposition and financial records are
reliable for preparing financial statements. During 1994, the company's
internal auditors, in conjunction with Price Waterhouse, its independent
accountants, performed a comprehensive review of the adequacy of the
company's internal accounting control system. Based on the comprehensive
review, it is management's opinion that the company has an effective
system of internal accounting control.
The Audit Committee of the Board of Directors, which consists of six
non-management directors, oversees the company's financial reporting and
internal control systems, recommends selection of the company's public
accountants and meets with the public accountants and internal auditors
to review the overall scope and specific plans for their respective
audits. The committee held four meetings during 1994. A more complete
description of the functions performed by the Audit Committee can be
found in the company's proxy statement.
The report of Price Waterhouse on its examinations of the consolidated
financial statements of the company appears below.
REPORT OF INDEPENDENT ACCOUNTANTS
- - --------------------------------------------------------------------------
PRICE WATERHOUSE LLP
February 6, 1995 [LOGO]
One Boatmen's Plaza
To the Shareholders and Board of Directors of St. Louis, MO 63101
Anheuser-Busch Companies, Inc.
We have audited the accompanying Consolidated Balance Sheet of
Anheuser-Busch Companies, Inc. and its subsidiaries as of December 31, 1994
and 1993, and the related Consolidated Statements of Income, Changes in
Shareholders Equity and Cash Flows for each of the three years in the period
ended December 31, 1994. These financial statements are the responsibility
of the company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements audited by us
present fairly, in all material respects, the financial position of
Anheuser-Busch Companies, Inc. and its subsidiaries at December 31, 1994 and
1993, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1994, in conformity with
generally accepted accounting principles.
As discussed in Note 3 to the financial statements, the company changed
its method of accounting for postretirement benefits other than pensions and
income taxes in 1992.
PRICE WATERHOUSE LLP
66
<PAGE>35
INVESTOR INFORMATION
THE CORPORATION
Anheuser-Busch Companies, Inc. is a diversified corporation whose
subsidiaries include the world's largest brewing organization, the country's
second-largest producer of fresh-baked goods and one of the country's
largest theme park operators. The company also has interests in container
manufacturing and recycling, malt and rice production, international brewing
and beer marketing, snack foods, international baking, refrigerated and
frozen foods, real estate development, major league baseball, stadium
ownership, creative services, railcar repair and transportation services,
and metalized-label printing.
WORLD HEADQUARTERS | INDEPENDENT ACCOUNTANTS
ONE BUSCH PLACE | Price Waterhouse LLP
ST. LOUIS, MO. 63118 | One Boatmen's Plaza
| St. Louis, MO 63101
Phone: 314-577-2000 |
| TRUSTEE DEBENTURES/NOTES
ANNUAL MEETING | For all notes and debentures:
Wednesday, April 26, 1995, 10 a.m. |
Williamsburg, Va. | Chemical Bank
| 450 West 33rd St.
TRANSFER AGENT, REGISTRAR | New York, N.Y. 10001
AND DIVIDEND PAYMENTS | 1-800-648-8380
Boatmen's Trust Company |
510 Locust Street | DIVIDENDS
St. Louis, Mo. 63101 | Dividends are normally paid in
800-456-9852 | the months of March, June,
314-466-1357 | September and December.
|
DIVIDEND REINVESTMENT PLAN | OTHER INFORMATION
The company's Dividend Reinvestment Plan | You may obtain, at no charge, a
allows shareholders to reinvest dividends | copy of Anheuser-Busch
in Anheuser-Busch Companies, Inc. common | Companies Annual Report to the
stock automatically, regularly and | Securities and Exchange
conveniently without service charges or | Commission (Form 10-K) by
brokerage fees. In addition, participating | writing to the Vice President
shareholders may supplement the amount | and Secretary's office at the
invested with voluntary cash investments | corporate address, or by
on the same cost-free basis. Plan | calling 314-577-3889.
participation is voluntary and shareholders|
may join or withdraw at any time. For more |
information, contact Boatmen's Trust |
Company (address above). |
|
STOCK EXCHANGE LISTINGS |
New York Zurich |
London Geneva |
Frankfurt Basle |
Paris Tokyo |
|
TRADED ON THESE EXCHANGES: |
Boston |
Midwest |
Cincinnati |
Pacific |
Philadelphia | ANNUAL REPORT DESIGNED
| BY BUSCH CREATIVE SERVICES
Ticker Symbol: BUD | CORPORATION.
Newspaper Listing: AnheuserB |
67
<PAGE>36
APPENDIX
In Exhibit 13 to the printed Form 10-K, the following bar graphs
appear, all depicting data for 1990, 1991, 1992, 1993 and 1994: on page 34,
"SALES" depicting gross sales and net sales in billions of dollars; on page
36, "TOTAL PAYROLL COST" depicting total payroll cost in millions of
dollars; on page 37, "OPERATING INCOME" depicting operating income in
millions of dollars; on page 38, "NET INCOME/DIVIDENDS ON COMMON STOCK"
depicting net income and dividends in millions of dollars; on page 39,
"EARNINGS PER SHARE-FULLY DILUTED" depicting fully diluted earnings per
share data; on page 40, "CASH FLOW FROM OPERATIONS" depicting cash flow from
operations in millions of dollars; on page 41, "CAPITAL
EXPENDITURES/DEPRECIATION AND AMORTIZATION" depicting capital expenditures
and depreciation and amortization in millions of dollars; and, on page 43,
"SHAREHOLDERS EQUITY/LONG-TERM DEBT" depicting shareholders equity and long-
term debt in millions of dollars.
In Exhibit 13 to the printed Form 10-K, the following also appear: on
page 33, the Logo (A & Eagle) of the Company and a photo of the Company's
Logo (A & Eagle); on page 66, the Logo of Price Waterhouse LLP.
EX-21
SUBSIDIARIES OF ANHEUSER-BUSCH COMPANIES, INC.
---------------------------------------------
<TABLE>
<CAPTION>
STATE OF DOING BUSINESS
NAME OF COMPANY INCORPORATION UNDER NAME OF
- - --------------- -------------- -------------
<S> <C> <C>
Anheuser-Busch, Incorporated Missouri Anheuser-Busch, Incorporated
Campbell Taggart, Inc. Delaware Campbell Taggart, Inc.
Busch Entertainment Corporation Delaware Busch Entertainment Corporation
</TABLE>
All other subsidiaries of the Company, considered in the aggregate
as a single subsidiary, would not constitute a significant subsidiary
as of December 31, 1994.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from
the Form 10-K for the fiscal year ended December 31, 1994 and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 145,042
<SECURITIES> 11,387
<RECEIVABLES> 792,247
<ALLOWANCES> 7,669
<INVENTORY> 624,775
<CURRENT-ASSETS> 295,768
<PP&E> 12,224,134
<DEPRECIATION> 4,676,436
<TOTAL-ASSETS> 11,045,390
<CURRENT-LIABILITIES> 1,668,961
<BONDS> 3,078,380
<COMMON> 343,798
0
0
<OTHER-SE> 4,071,660
<TOTAL-LIABILITY-AND-EQUITY> 11,045,390
<SALES> 12,053,790
<TOTAL-REVENUES> 13,733,471
<CGS> 7,784,371
<TOTAL-COSTS> 10,154,726
<OTHER-EXPENSES> (4,140)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 221,434
<INCOME-PRETAX> 1,707,129
<INCOME-TAX> 675,040
<INCOME-CONTINUING> 1,032,089
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,032,089
<EPS-PRIMARY> 3.91
<EPS-DILUTED> 3.88
</TABLE>
