SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended March 31, 1997
Commission file number 1-7823
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its 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)
314-577-2000
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
$1 Par Value Common Stock - 496,137,542 shares as of March 31, 1997
<PAGE>2
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
Three months ended March 31,
------------------------------
(In millions, except per share data) 1997 1996
- -----------------------------------------------------------------------
Sales........................................... $2,863.8 $2,767.4
Less federal and state excise taxes........... (400.9) (395.6)
----------------------
Net sales....................................... 2,462.9 2,371.8
Cost of products and services................. (1,597.0) (1,538.1)
---------------------
Gross profit.................................... 865.9 833.7
Gain on sale of St. Louis Cardinals........... -- 54.7
Marketing, distribution and administrative
expenses................................... (397.6) (388.0)
---------------------
Operating income................................ 468.3 500.4
Other income and expenses:
Interest expense.............................. (57.2) (58.2)
Interest capitalized.......................... 8.8 8.4
Interest income............................... 1.9 1.9
Other income/(expense), net................... (3.5) .4
---------------------
Income before income taxes...................... 418.3 452.9
Provision for income taxes...................... (160.6) (177.4)
---------------------
Net income...................................... 257.7 275.5
Retained earnings, beginning of period.......... 6,924.5 6,869.6
Common stock dividends (per share: 1997--$.24;
1996--$.22)................................... (119.5) (111.6)
Spin-off of The Earthgrains Company............. -- (680.0)
---------------------
Retained earnings, end of period................ $7,062.7 $6,353.5
=====================
Primary earnings per share...................... $ .51 $ .54
=====================
Fully diluted earnings per share................ $ .51 $ .53
=====================
See accompanying Notes to Consolidated Financial Statements on Page 3.
2
<PAGE>3
Notes to Consolidated Financial Statements
1. UNAUDITED FINANCIAL STATEMENTS: The accompanying unaudited
financial statements have been prepared in accordance with generally
accepted accounting principles and applicable SEC guidelines
pertaining to interim financial information. In the opinion of the
company's management, all adjustments, consisting of normal
recurring adjustments necessary for a fair presentation of the
financial statements, have been included therein. These statements
should be read in conjunction with the Consolidated Financial
Statements and Notes thereto included in the company's Annual Report
to shareholders for the year ended December 31, 1996.
2. EARNINGS PER SHARE: Earnings per share of common stock are based
on the weighted average number of shares of common stock outstanding
during the period. Fully diluted earnings per share of common stock
for the first quarter 1996 assumed the conversion of the company's
outstanding convertible debentures and the elimination of related
after-tax interest expense.
3. SALE OF ST. LOUIS NATIONAL BASEBALL CLUB (CARDINALS): During
the first quarter 1996, the company completed its previously announced
sale of the St. Louis National Baseball Club (Cardinals), Busch Memorial
Stadium and several nearby parking garages and properties in downtown
St. Louis. The sale resulted in a $54.7 million pretax gain, or $.06
per share, which is reported as a separate line item in the Consolidated
Statement of Income.
4. DISCONTINUED OPERATIONS: Through the tax-free spin-off of The
Earthgrains Company and the sale of Eagle Snacks, Anheuser-Busch has
divested its food products segment. Accordingly, all Earthgrains and
Eagle Snacks related financial results have been removed from detailed
financial statements components.
5. NEW ACCOUNTING STANDARD: In February 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standard No.
128, "Earnings per Share" (FAS 128) effective December 15, 1997. FAS
128 will simplify the calculation of earnings per share (EPS) and
require the reporting of "basic" and "diluted" EPS to replace the
current primary and fully diluted EPS, respectively. The company will
adopt FAS 128 when it reports 1997 annual results and will restate
previously reported EPS upon adoption. Adoption and restatement will
not have a material impact on the company's reported EPS.
3
<PAGE>4
CONSOLIDATED BALANCE SHEET
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
MARCH 31,
-------------------
(In millions) 1997 1996
- -----------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash and marketable securities........... $ 266.0 $ 219.4
Receivables, less allowance for
doubtful accounts...................... 746.6 607.9
Inventories:
Raw materials and supplies............. 335.2 358.9
Work in progress....................... 97.7 99.1
Finished goods......................... 173.6 173.9
Total inventories.................... 606.5 631.9
Other current assets..................... 194.9 232.9
------------------------
Total current assets................... 1,814.0 1,692.1
INVESTMENTS AND OTHER ASSETS............. 1,781.2 1,703.9
PLANT AND EQUIPMENT, NET................. 7,314.5 6,816.5
------------------------
TOTAL ASSETS........................... $10,909.7 $10,212.5
========================
4
<PAGE>5
LIABILITIES AND SHAREHOLDERS EQUITY
MARCH 31,
---------------------
(In millions) 1997 1996
- ----------------------------------------------------------------------
CURRENT LIABILITIES:
Accounts payable.......................... $ 702.2 $ 562.9
Accrued salaries, wages and benefits...... 211.7 213.3
Accrued taxes, other than income taxes.... 136.0 120.0
Estimated income taxes.................... 237.3 151.6
Other current liabilities................. 263.5 279.8
------------------------
Total current liabilities............... 1,550.7 1,327.6
------------------------
POSTRETIREMENT BENEFITS..................... 525.8 527.3
------------------------
LONG-TERM DEBT.............................. 3,498.6 3,451.7
------------------------
DEFERRED INCOME TAXES....................... 1,228.9 1,168.1
------------------------
SHAREHOLDERS EQUITY:
Common stock.............................. 707.0 348.6
Capital in excess of par value............ 953.1 1,073.6
Retained earnings......................... 7,062.7 6,353.5
Foreign currency translation adjustment (18.1) (8.3)
------------------------
8,704.7 7,767.4
Treasury stock, at cost................... (4,316.9) (3,714.2)
ESOP debt guarantee offset................ (282.1) (315.4)
------------------------
4,105.7 3,737.8
------------------------
COMMITMENTS AND CONTINGENCIES............... -- --
------------------------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $10,909.7 $10,212.5
========================
5
<PAGE>6
CONSOLIDATED STATEMENT OF CASH FLOWS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
Three months ended March 31,
----------------------------
(In millions) 1997 1996
- ---------------------------------------------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income......................................... $ 257.7 $ 275.5
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.................. 152.2 143.9
Increase in deferred income taxes.............. 20.8 35.3
After-tax gain on sale of St. Louis Cardinals.. -- (33.4)
Decrease(increase)in noncash working capital... (56.0) 29.9
Other, net..................................... 7.4 (47.6)
------------------
Cash provided by operating activities.............. 382.1 403.6
Net cash (provided to) discontinued operations..... -- (21.3)
------------------
Total cash provided by operating activities........ 382.1 382.3
------------------
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from sale of St. Louis Cardinals.......... -- 116.6
Capital expenditures............................... (265.6) (259.3)
------------------
Cash (used for) investing activities............... (265.6) (142.7)
------------------
CASH FLOW FROM FINANCING ACTIVITIES:
Increase in long-term debt......................... 322.9 228.0
Decrease in long-term debt......................... (61.9) (14.7)
Dividends paid to stockholders..................... (119.5) (111.6)
Acquisition of treasury stock...................... (110.7) (278.2)
Shares issued under stock plans and
conversion of convertible debentures............. 25.1 62.7
------------------
Cash provided by/(used for) financing activities... 55.9 (113.8)
------------------
Net increase in cash and marketable securities
during the period................................ 172.4 125.8
Cash and marketable securities, beginning of
period........................................... 93.6 93.6
------------------
Cash and marketable securities, end of period...... $ 266.0 $ 219.4
==================
A more adequate understanding of the company's financial position and
business can be gained by reference to the Anheuser-Busch Companies, Inc.
Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
6
<PAGE>7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
INTRODUCTION
- ------------
This Discussion summarizes the significant factors affecting
the consolidated operating results, financial condition and
liquidity/cash flows of Anheuser-Busch Companies, Inc. for the
first quarter ended March 31, 1997 compared to the first
quarter ended March 31, 1996 and the year ended December 31,
1996. This discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included in
the company's Annual Report to Shareholders for the year ended
December 31, 1996. Additional information concerning the
company's consolidated financial and operating results for the
first quarter 1997 is contained in the Letter to Shareholders
section of the first quarter 1997 Financial Report contained in
the quarterly Anheuser-Busch publication HORIZONS.
In the first quarter 1996, the company sold the St. Louis
Cardinals, Busch Memorial Stadium and other downtown St. Louis
properties and reported a $54.7 million ($.06 per share) pretax
gain. The gain on the sale of the Cardinals is reported as a
separate line item on the company's income statement. Due to the
nonrecurring nature of this gain, key financial comparisons are
presented on the following page both excluding and including the
--------- ---------
Cardinal gain to facilitate a more complete understanding of
underlying company operations.
7
<PAGE>8
- -----------------------------------------------------------------
First Quarter
($ in millions, except per share)
-----------------------------------------------
1997 | 1996 | 1996 | 1997 vs. 1996
-------|---------|---------|-------------------
|Excluding|Including|Excluding|Including
| Cardinal|Cardinal | Cardinal| Cardinal
| Gain | Gain | Gain | Gain
|---------|---------|---------|---------
Gross Sales $2,864| $2,767 | $2,767 | Up 3.5% | Up 3.5%
Net Sales $2,463| $2,372 | $2,372 | Up 3.8% | Up 3.8%
Operating Income $468| $446 | $500 | Up 5.0% | Dn 6.4%
Pretax Income $418| $398 | $453 | Up 5.0% | Dn 7.6%
Net Income $258| $242 | $275 | Up 6.4% | Dn 6.4%
Fully Diluted $.51| $.47 | $.53 | Up 8.5% | Dn 3.8%
Earnings Per Share | | | |
- -----------------------------------------------------------------
Also during the first quarter 1996, the company completed the
100% spin-off of The Earthgrains Company (formerly known as
Campbell Taggart, Inc.) to shareholders. Earthgrains common
stock began trading on the New York Stock Exchange as a separate
company on March 27, 1996. In February 1996, Anheuser-Busch
reached an agreement to sell most of its Eagle Snacks production
facilities to Frito-Lay, a subsidiary of PepsiCo, and completed
the sale in the second quarter 1996.
As a result of the spin-off of Earthgrains and sale of the
Eagle Snacks assets, Anheuser-Busch divested its food products
segment. In accordance with generally accepted accounting
principles, Anheuser-Busch has restated all prior period
financial information to remove the historical combined financial
results of Earthgrains and Eagle Snacks from detailed financial
statement components.
8
<PAGE>9
RESULTS OF OPERATIONS
- ---------------------
Detailed financial statement analysis in the remainder of this
discussion focuses on the results of operations excluding the
---------
1996 Cardinal gain.
Anheuser-Busch Companies, Inc. achieved gross sales of $2.9
billion during the first quarter 1997, an increase of $96.4
million, or 3.5%, over first quarter 1996 gross sales. The
company also achieved record net sales of $2.5 billion, an
increase of $91.1 million, or 3.8%, compared to the first quarter
1996. The increases in gross and net sales were primarily due to
higher net revenue per barrel and increased revenue from the
company's international beer and theme park operations.
The February 1997 price increase resulted in a 10 to 15 cents
per six-pack increase to consumers in most states. As expected,
there has been some competitor resistance to the company's
pricing leadership, particularly in the subpremium category.
Overall, however, the company's pricing strategy has proven
successful in most major markets and has yielded revenue per
barrel growth of approximately 2% in the first quarter.
Anheuser-Busch reported record beer shipments of 20.8 million
barrels during the first quarter 1997, an increase of 70,000
barrels, or .3% over first quarter 1996 beer volume. First
quarter 1997 results were led by the continued momentum of
Bud Light.
9
<PAGE>10
Led by stronger volume in the United Kingdom, China and South
America, the company's international beer operations experienced
volume growth of 31% in the first quarter 1997 compared to the
same period last year.
Anheuser-Busch market share for the first quarter 1997 was
45.0% of industry shipments, an increase of .4 share points over
1996 reported share of 44.6%. Market share is determined based
on industry sales estimates provided by the Beer Institute which
include imports, exports, nonalcohol brews and other malt
beverages. Anheuser-Busch has led the brewing industry in sales
volume and market share each quarter since 1957.
Cost of products and services for the first quarter 1997 was
$1.6 billion, a $59 million, or 3.8%, increase compared to the
first quarter 1996. The increase in cost of products and
services is due to slightly higher raw materials cost plus other
higher costs associated with increased international beer volume
and theme park attendance. Gross profit as a percentage of net
sales was 35.2% for both the first quarter 1997 and the first
quarter 1996.
Marketing, distribution and administrative expenses for the
first quarter 1997 were $397.6 million compared with $388.0
million for the first quarter 1996, an increase of 2.5%. The
increase is primarily due to increased marketing costs related to
international beer and theme park operations and higher
distribution costs related to the acquisition of an additional
company-owned wholesale operation.
10
<PAGE>11
Operating income for the first quarter 1997 was $468.3
million, an increase of $22.6 million, or 5.0%, compared to
operating income of $445.7 million for the first quarter 1996.
The increase in operating income was primarily due to higher
margins on beer sales, continuing productivity improvements and
improved performance by the company's theme park operations.
Theme park operations experienced a 10% increase in attendance
plus increased in-park revenues in the first quarter 1997
compared to 1996.
Net interest cost (interest expense less interest income) was
$55.3 million for the first quarter 1997, a decrease of $1.0
million, or 1.8%, compared to the first quarter 1996. This
decrease is primarily due to lower average interest rates for the
first quarter 1997 partially offset by increased average debt
outstanding. The net change in debt is summarized in the
Financial Condition section of this discussion.
Interest capitalized increased $0.4 million, or 5.0%, for the
first quarter 1997 compared to the corresponding period in 1996.
The increase is primarily related to higher construction-in-
progress balances due to ongoing modernization projects at the
company's breweries.
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.
11
<PAGE>12
Net income was $257.7 million, an increase of $15.6 million,
or 6.4%, vs. the comparable period last year. The effective
income tax rate was 38.4% of pretax earnings for the first
quarter 1997, a decline of .8 percentage points compared to
first quarter 1996. The decrease in the effective tax rate is
due to lower state and foreign taxes.
Fully diluted earnings per share for the first quarter 1997
were $.51, an increase of $.04, or 8.5%, compared to the first
quarter 1996. Fully diluted earnings per share are based on the
weighted average number of shares of the company's outstanding
common stock. Fully diluted earnings per share for the first
quarter 1996 assumed the conversion of the company's outstanding
convertible debentures and the elimination of related after-tax
interest expense.
The difference between the percentage change in net income and
the percentage change in earnings per share was due to the
reduction in the number of weighted average shares outstanding
as a result of the company's continuing share repurchase program.
LIQUIDITY AND FINANCIAL CONDITION
- ---------------------------------
Cash and marketable securities at March 31, 1997 were $266.0
million, an increase of $46.6 million from the March 31, 1996
level and an increase of $172.4 million from the December 31,
1996 level. The principal source of the company's cash flow is
cash generated by operations. Additional sources of cash during
12
<PAGE>13
the twelve month period ended March 31, 1997 included proceeds
from the sale of the assets of Eagle Snacks and certain financing
activities. Principal uses of cash during the period were
capital expenditures, share repurchases and dividends. See
the Consolidated Statement of Cash Flows for additional
information.
Total long-term debt increased $46.9 million during the twelve
month period ended March 31, 1997. The net increase in debt
during this period is due to the following financing activity:
Debt Issuances ... $793.3 million, comprised of the following:
--------------
- $450.0 million of long-term notes (interest rate, 6.75%)
- $262.4 million of dual-currency notes (quarterly
floating interest rate)
- $67.5 million of industrial development revenue bonds
(various fixed interest rates)
- $13.4 million of other miscellaneous borrowings
Debt Reduction ... $746.4 million, comprised of the following:
--------------
- $184.4 million of medium and long-term notes and
debentures (various fixed interest rates)
- $156.6 million of convertible debentures (interest rate,
8.0%)
- $342.1 million of commercial paper (weighted average
interest rate, 5.3%)
- $33.3 million of ESOP debt guarantee (interest rate,
8.3%)
- $30.0 million of industrial development revenue bonds
(interest rate, 7.4%)
13
<PAGE>14
At March 31, 1997, $454.7 million of commercial paper
borrowings were outstanding, a decrease of $342.1 million
compared to the balance at March 31, 1996 and an increase of
$299.2 million over the December 31, 1996 balance. Commercial
paper is classified as long-term debt since it is intended to be
maintained on a long-term basis with on-going credit support
provided by the company's $1 billion revolving credit agreement.
Capital expenditures during the first quarter 1997 were $265.6
million compared to $259.3 million for the first quarter 1996, an
increase of 2.4%. The company expects 1997 capital expenditures
to approximate $1.0 billion. During the first quarter 1997 the
company's Board of Directors approved capital funding for an
expansion of the Wuhan brewery in China, subject to approval by
the Chinese government. The $68 million expansion is expected to
be completed in 1998.
In the first quarter 1997, the company completed its 50
million share repurchase program authorized by the Board of
Directors in 1994. This program has enhanced shareholder value
through direct cash payments to shareholders totaling $1.6
billion. The company is currently repurchasing shares under the
50 million share repurchase authorization approved by the Board
of Directors in July 1996. The company continues to anticipate
the repurchase of between 15 and 20 million shares in 1997.
14
<PAGE>15
PART II - OTHER INFORMATION
Item 2. Changes in Securities
On January 2, 1997, the company issued out of treasury shares
a total of 1,976 shares of the company's common stock ($1 par
value) to two members of the Board of Directors of the company in
lieu of cash for their 1997 annual retainer fees pursuant to the
company's Non-Employee Director Elective Stock Acquisition Plan.
The transactions were exempt from registration and prospectus
delivery requirements of the Securities Act of 1933 pursuant to
Section 4(2) of the Act.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of the company held
April 23, 1997, the following matters were voted upon:
1. Election of Bernard A. Edison, Vernon R. Loucks, Jr.,
Vilma S. Martinez, William P. Payne and Edward E. Whitacre,
Jr. to serve as Directors of the company for a term of
three years.
For Withheld Non-Votes
--- ----------- -----------
Bernard A. Edison 439,683,614 9,145,046 0
Vernon R. Loucks, Jr. 442,001,990 6,826,669 0
Vilma S. Martinez 440,546,968 8,281,691 0
William P. Payne 441,939,327 6,889,332 0
Edward E. Whitacre, Jr. 440,459,444 8,369,216 0
15
<PAGE>16
2. Approve the employment of Price Waterhouse LLP, as
independent accountants, to audit the books and accounts of
the company for 1997.
For 445,304,109
Against 2,120,321
Abstain 1,404,229
Non-Votes 0
3. Shareholder proposal relating to a report on beer
consumption.
For 15,465,154
Against 383,144,438
Abstain 15,526,293
Non-Votes 34,692,775
4. Shareholder proposal to review labor and customer relations
policies.
For 17,754
Against 448,771,120
Abstain 39,785
Non-Votes 0
Item 5. Other Information
In April 1997, the company announced a distribution and equity
alliance with Widmer Brothers Brewing Company of Portland,
Oregon. Under the agreement, Anheuser-Busch will make a minority
equity investment in Widmer and distribute Widmer's line of
authentic craft beers in all new markets through the company's
wholesaler system. The agreement is scheduled to be finalized
later this year.
16
<PAGE>17
As discussed in the 1996 Annual Report to Shareholders,
Anheuser-Busch has exercised its option to purchase an additional
25% interest in Grupo Modelo, Mexico's largest brewer. Due
diligence is complete and the companies are currently working to
resolve differences of opinion concerning certain purchase price
adjustments. The company currently accounts for its investment
in Modelo on the cost basis. Commensurate with the additional
purchase, Anheuser-Busch will begin accounting for its investment
on the equity basis and recognize its pro rata share of Modelo's
net earnings as a separate line item in the income statement.
The company expects the purchase to be finalized in the near
future. When finalized, the company will directly and indirectly
own 37% of Modelo's operating subsidiary, Diblo.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
4.1 - First Amendment to the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan As Amended and Restated
Effective April 1, 1996
4.2 - First Amendment to the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Employees Covered
by a Collective Bargaining Agreement) As Amended and
Restated Effective April 1, 1996
4.3 - First Amendment to the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Certain Hourly
Employees of Anheuser-Busch Companies, Inc. and Its
Subsidiaries) As Amended and Restated Effective April
1, 1996
17
<PAGE>18
4.4 - 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.
12 - Ratio of Earnings to Fixed Charges
27 - Financial Data Schedule
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the three-month
period ending March 31, 1997.
18
<PAGE>19
SIGNATURES
Pursuant to the requirements 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)
/s/ W. Randolph Baker
------------------------------------
W. Randolph Baker
Vice President and Chief Financial Officer
(Chief Financial Officer)
May 13, 1997
/s/ John F. Kelly
---------------------------------
John F. Kelly
Vice President and Controller
(Chief Accounting Officer)
May 13, 1997
19
<PAGE>20
INDEX TO EXHIBITS
Exhibit
No. Exhibit
- ------- -------
4.1 First Amendment to the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan As Amended and Restated
Effective April 1, 1996
4.2 First Amendment to the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Employees Covered
by a Collective Bargaining Agreement) As Amended and
Restated Effective April 1, 1996
4.3 First Amendment to the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Certain Hourly
Employees of Anheuser-Busch Companies, Inc. and Its
Subsidiaries) As Amended and Restated Effective April
1, 1996
12 Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
EX-4.1
FIRST AMENDMENT TO THE ANHEUSER-BUSCH
DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1996
Effective as of April 1, 1996, Anheuser-Busch Companies, Inc.
(the "Company") amended and restated the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plan ("the Plan"). The Company
reserved the right to further amend the Plan from time to time
and hereby amends the Plan as follows:
1. SECTION 2.17 OF THE PLAN IS AMENDED BY ADDING TO THE END
OF SUCH SECTION, THE FOLLOWING:
An individual who is not classified by his Participating
Employer as a common law employee, but who for some other purpose
is found or deemed to be a common law employee of a Participating
Employer, shall not be an "Employee" for purposes of this Plan
notwithstanding such finding or determination.
2. SUBSECTION (b) OF SECTION 3.1 IS HEREBY AMENDED BY
ADDING TO THE END OF SUCH SUBSECTION, THE FOLLOWING:
In addition, an individual who is not classified by his
Participating Employer as an Employee, but who for some other
purpose is nonetheless found or deemed to be an employee of the
Participating Employer, shall not be eligible to participate in
the Plan.
IN WITNESS WHEREOF, the Company has executed this Amendment by
and through its authorized agent this 25th day of March, 1997,
---- ------
effective as of January 1, 1997.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ Jacquelyn G. Johnson
----------------------------------
Jacquelyn G. Johnson
Chair, Administrative Committee
EX-4.2
FIRST AMENDMENT TO THE ANHEUSER-BUSCH
DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1996
Effective as of April 1, 1996, Anheuser-Busch Companies, Inc.
(the "Company") amended and restated the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plan (for Employees Covered by
a Collective Bargaining Agreement) (the "Plan"). The Company
reserved the right to further amend the Plan from time to time
and hereby amends the Plan as follows:
1. EFFECTIVE AS OF JANUARY 1, 1994, SECTION 2.5 OF THE
PLAN IS HEREBY DELETED AND REPLACED TO READ IN ITS ENTIRETY AS
FOLLOWS:
2.5. "Base Pay". A Participant's regular wages or other
----------
remuneration for services paid by a Participating Employer and
determined before subtracting Before-Tax Contributions or salary
reductions pursuant to a plan designed to comply with Section 125
of the Code. Base Pay is used in computing the amount of
Personal Contributions to the Plan and shall be determined as
follows:
(a) Items Included In Base Pay For All Participants. Base
-----------------------------------------------
Pay is straight-time gross wages for the standard work week,
including reported tips for persons who are compensated wholly or
partially by way of tips, vacation pay at straight-time rates (or
such other rates as are established by local facility practice)
and amounts paid, at straight-time rates, for periods not worked
because of holiday time off, furlough, sick leave, bereavement,
military leave, jury duty, or with respect to relief or lunch
periods. For sales representatives covered by a collective
bargaining agreement between August A. Busch & Company of
Massachusetts, Inc. and Office and Professional Employees
International Union, Local No. 6, Base Pay shall be determined in
accordance with the collective bargaining agreement. Base
pay also includes back pay, but only to the extent that the back
pay would have been Base Pay had it been paid in a timely manner
(i.e. disregarding back pay awards for such items as over-time
----
pay). Back pay shall be included in Base Pay at the time payment
is actually made. In situations involving irregular hours in a
work week, the Committee shall determine an appropriate method to
compute Base Pay.
(b) Items Excluded From Base Pay For All Participants.
--------------------------------------------------
Base Pay does not include over-time pay, supplemental
unemployment benefits, supplemental workmen's compensation
benefits, any bonus, pay in lieu of vacation, service allowance,
severance pay, premium pay for shift or other specialized work,
Company Matching or Supplemental Contributions to this Plan,
Company contributions to any other pension, retirement, group
insurance, health and welfare or similar plan, cash payments
pursuant to a plan designed to comply with Section 125 of the
Code, any other so-called "fringe benefits," any income
attributable to the award or exercise of a stock option or the
premature disposition of stock option stock, any other amount
which does not constitute "compensation" within the meaning of
Section 415 of the Code, any type of remuneration not otherwise
described in this Section, or any expense allowance or
reimbursements of expenses paid on behalf of a Participant (even
if subsequently not allowed as such and treated as additional
compensation for federal income tax purposes). Base Pay
does not include any vacation pay which becomes payable on
account of termination of employment nor does it include payments
for any unused sick day, whether before or after termination of
employment.
(c) Limit On Base Pay Considered. In no event shall the
-----------------------------
Base Pay taken into account for a Participant under this Plan
exceed the amount specified in Section 401(a)(17) of the Code, as
adjusted for any applicable increases in the cost of living.
2. EFFECTIVE AS OF JANUARY 1, 1997, SECTION 2.17 OF THE
PLAN IS HEREBY DELETED AND REPLACED TO READ IN ITS ENTIRETY AS
FOLLOWS:
2.17 "Employee". Any common law employee employed by any of
-----------
the Employing Companies in any capacity, who is a resident of the
United States or Puerto Rico and who is represented by a
collective bargaining unit. An individual who is not classified
by his Participating Employer as a common law employee, but
who for some other purpose is found or deemed to be a common law
employee of a Participating Employer, shall not be an "Employee"
for purposes of this Plan, notwithstanding such finding or
determination.
3. EFFECTIVE AS OF JANUARY 1, 1997, SUBSECTION (b) OF
SECTION 3.1 OF THE PLAN IS HEREBY AMENDED BY ADDING TO THE END OF
SUCH SUBSECTION THE FOLLOWING:
In addition, an individual who is not classified by his
Participating Employer as an "Employee" but who for some other
purpose is nonetheless found or deemed to be an employee of the
Participating Employer, shall not be eligible to participate in
the Plan.
IN WITNESS WHEREOF, the Company has executed this Amendment by
and through its authorized agent this 25th day of March, 1997,
---- ------
effective as indicated herein.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ Jacquelyn G. Johnson
----------------------------------
Jacquelyn G. Johnson
Chair, Administrative Committee
EX-4.3
FIRST AMENDMENT TO THE ANHEUSER-BUSCH
DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1996
Effective as of April 1, 1996, Anheuser-Busch Companies,
Inc. (the "Company") amended and restated the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan (for Employees
Covered by a Collective Bargaining Agreement) the "Plan"). The
Company reserved the right to further amend the Plan from time to
time and hereby amends the Plan as follows:
1. SECTION 2.17 OF THE PLAN IS HEREBY DELETED AND REPLACED
TO READ IN ITS ENTIRETY AS FOLLOWS:
2.17 "Employee". Any common law employee employed by a
----------
Participating Employer in any full or part-time capacity who is
compensated by the hour, or classified as regular or seasonal,
and who is a resident of the United States or Puerto Rico. An
individual who is not classified by his Participating Employer as
a common law employee, but who for some other purpose is found or
deemed to be common law employee of a Participating Employer,
shall not be an "Employee" for purposes of this Plan,
notwithstanding such finding or determination.
2. SUBSECTION (b) OF SECTION 3.1 OF THE PLAN IS HEREBY
AMENDED BY ADDING TO THE END OF SUCH SUBSECTION THE FOLLOWING:
In addition, an individual who is not classified by his
Participating Employer as an Employee, but who for some other
purpose is nonetheless found or deemed to be an employee of the
Participating Employer, shall not be eligible to participate in
the Plan.
IN WITNESS WHEREOF, the Company has executed this Amendment by
and through its authorized agent this 25th day of March, 1997,
---- ------
effective as of January 1, 1997.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ Jacquelyn G. Johnson
-------------------------------
Jacquelyn G. Johnson
Chair, Administrative Committee
EXHIBIT 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:
Three Months
Ended
March 31, Year Ended December 31,
-------------- ----------------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
7.5X 7.8X 1/ 7.8X 7.6X 7.7X 5.8X 2/ 7.7X
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.
1/ The ratio for 1996 includes the gain from the sale of the
Cardinals which increased income before income taxes by $54.7
million. Excluding this gain, the ratio would have been 7.0X.
2/ The ratio for 1993 includes the impact of the company's
restructuring charge which decreased 1993 income before income
taxes by $401.3 million. Excluding this charge, the ratio would
have been 7.5X.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from
the Form 10-Q for the quarter ended March 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 265,997
<SECURITIES> 0
<RECEIVABLES> 750,146
<ALLOWANCES> 3,515
<INVENTORY> 606,466
<CURRENT-ASSETS> 1,813,987
<PP&E> 12,455,551
<DEPRECIATION> 5,141,081
<TOTAL-ASSETS> 10,909,726
<CURRENT-LIABILITIES> 1,550,709
<BONDS> 3,498,569
0
0
<COMMON> 706,998
<OTHER-SE> 3,398,666
<TOTAL-LIABILITY-AND-EQUITY> 10,909,726
<SALES> 2,462,934
<TOTAL-REVENUES> 2,462,934
<CGS> 1,597,019
<TOTAL-COSTS> 1,994,680
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 57,181
<INCOME-PRETAX> 418,289
<INCOME-TAX> 160,573
<INCOME-CONTINUING> 257,716
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 257,716
<EPS-PRIMARY> 0.51
<EPS-DILUTED> 0.51
</TABLE>
