<PAGE> 1
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, 2000
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 - -451,760,098 shares as of March 31, 2000
<PAGE> 2
<TABLE>
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
<CAPTION>
Three Months Ended March 31,
(In millions, except per share data) 2000 1999
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Sales $3,299.6 $3,157.2
Excise taxes (487.7) (472.0)
-----------------------------
Net sales 2,811.9 2,685.2
Cost of products and services (1,779.7) (1,712.1)
-----------------------------
Gross profit 1,032.2 973.1
Marketing, distribution and administrative expenses (450.0) (436.5)
-----------------------------
Operating income 582.2 536.6
Interest expense (86.7) (75.8)
Interest capitalized 6.9 3.3
Interest income 0.3 0.9
Other expense, net (0.7) (1.2)
-----------------------------
Income before income taxes 502.0 463.8
Provision for income taxes (190.7) (176.3)
Equity income, net of tax 39.0 31.6
-----------------------------
Net income 350.3 319.1
Retained earnings, beginning of period 9,181.2 8,320.7
Common stock dividends (per share: 2000-$.30;
1999-$.28) (137.0) (133.4)
-----------------------------
Retained earnings, end of period $9,394.5 $8,506.4
=============================
Basic earnings per share $ .77 $ .67
=============================
Diluted earnings per share $ .76 $ .66
=============================
See accompanying Notes to Consolidated Financial Statements on pages 3 and 4.
</TABLE>
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, and include all adjustments necessary for a fair
presentation. These statements should be read in conjunction with the
Consolidated Financial Statements and Notes included in the company's
Annual Report to Shareholders for the year ended December 31, 1999.
2. BUSINESS SEGMENTS INFORMATION FOR THE THREE MONTHS ENDED MARCH 31,
(In millions):
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Domestic Int'l Corp. &
2000 Beer Beer Packaging Entertain. Other Elims. Consol.
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gross Sales $2,764.9 128.4 468.3 110.7 20.3 (193.0) $3,299.6
- -----------------------------------------------------------------------------------------------------------------------
Net Sales:
- - Intersegment -- -- $186.4 -- 6.6 (193.0) $--
- - External $2,299.3 106.3 281.9 110.7 13.7 -- $2,811.9
- -----------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes $642.2 4.4 8.1 (27.5) (0.8) (124.4) $502.0
- -----------------------------------------------------------------------------------------------------------------------
Equity Income, Net of Tax -- $39.0 -- -- -- -- $39.0
- -----------------------------------------------------------------------------------------------------------------------
Net Income $398.2 41.7 5.0 (17.1) (0.5) (77.0) $350.3
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Domestic Int'l Corp. &
1999 Beer Beer Packaging Entertain. Other Elims. Consol.
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gross Sales $2,652.7 128.5 435.7 113.9 22.0 (195.6) $3,157.2
- -----------------------------------------------------------------------------------------------------------------------
Net Sales:
- - Intersegment -- -- $189.9 -- 5.7 (195.6) $--
- - External $2,200.0 109.2 245.8 113.9 16.3 -- $2,685.2
- -----------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes $576.7 (7.6) 26.7 (13.5) (0.4) (118.1) $463.8
- -----------------------------------------------------------------------------------------------------------------------
Equity Income, Net of Tax -- $31.6 -- -- -- -- $31.6
- -----------------------------------------------------------------------------------------------------------------------
Net Income $357.6 26.9 16.6 (8.4) (0.2) (73.4) $319.1
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
1999 segment results have been updated to reflect a change in allocation
method for certain corporate support costs.
3
<PAGE> 4
3. EARNINGS PER SHARE
Earnings per share are computed by dividing net income by weighted
average common shares outstanding for the period. Weighted average
common shares outstanding for the quarters ended March 31, are
(millions of shares):
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Basic weighted average
shares outstanding 476.2 486.7
Diluted weighted average
shares outstanding 483.5 491.1
</TABLE>
4. COMPREHENSIVE INCOME (In millions)
<TABLE>
<CAPTION>
Three Months Ended March 31,
- ---------------------------------------------------------------------------------
2000 1999
---------- ----------
<S> <C> <C>
Net income $350.3 $319.1
Foreign currency translation adjustment 42.8 (11.8)
---------------------------
Comprehensive income $393.1 $307.3
===========================
</TABLE>
4
<PAGE> 5
<TABLE>
CONSOLIDATED BALANCE SHEET
Anheuser-Busch Companies, Inc., and Subsidiaries
<CAPTION>
(Unaudited)
March 31, December 31,
(In millions) 2000 1999
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current Assets:
Cash and marketable securities $ 137.2 $ 152.1
Receivables, less allowance for doubtful accounts 717.4 629.0
Inventories:
Raw materials and supplies 371.8 378.2
Work in progress 88.3 84.7
Finished goods 207.3 160.9
Total inventories 667.4 623.8
Other current assets 155.7 195.7
---------------------------
Total current assets 1,677.7 1,600.6
Investments in affiliated companies 2,115.7 2,012.5
Other assets 1,070.2 1,062.7
Plant and equipment, net 8,058.5 7,964.6
---------------------------
Total Assets $12,922.1 $12,640.4
===========================
Liabilities and Shareholders Equity
Current Liabilities:
Accounts payable $ 806.3 $ 932.6
Short-term debt 491.7 242.3
Accrued salaries, wages and benefits 211.2 248.3
Accrued taxes 352.6 164.2
Other current liabilities 353.2 363.6
---------------------------
Total current liabilities 2,215.0 1,951.0
---------------------------
Postretirement benefits 500.0 506.4
---------------------------
Long-term debt 5,232.8 4,880.6
---------------------------
Deferred income taxes 1,354.1 1,344.7
---------------------------
Other long-term liabilities 39.4 36.2
---------------------------
Shareholders Equity:
Common stock 716.6 716.1
Capital in excess of par value 1,260.5 1,241.0
Retained earnings 9,394.5 9,181.2
Accumulated other comprehensive income:
Foreign currency translation adjustment (132.2) (175.0)
---------------------------
11,239.4 10,963.3
Treasury stock, at cost (7,486.4) (6,831.3)
ESOP debt guarantee (172.2) (210.5)
---------------------------
3,580.8 3,921.5
---------------------------
Commitments and contingencies -- --
---------------------------
Total Liabilities and Shareholders
Equity $12,922.1 $12,640.4
===========================
</TABLE>
5
<PAGE> 6
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
<CAPTION>
Three months ended March 31,
------------------------------
(In millions) 2000 1999
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 350.3 $ 319.1
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 192.8 187.8
Deferred income taxes 9.4 14.6
Undistributed earnings of affiliated companies (39.0) (31.6)
Other, net (10.3) 5.3
--------------------------
Operating cash flow before changes in working capital 503.2 495.2
Increase in working capital (77.4) (148.7)
--------------------------
Cash provided by operating activities 425.8 346.5
--------------------------
Cash flow from investing activities:
Capital expenditures (279.5) (184.4)
New business acquisitions (28.9) --
--------------------------
Cash used for investing activities (308.4) (184.4)
--------------------------
Cash flow from financing activities:
Issuance of long-term debt 651.8 162.1
Reduction of long-term debt (12.0) (130.0)
Dividends paid to stockholders (137.0) (133.4)
Acquisition of treasury stock (655.1) (164.2)
Shares issued under stock plans 20.0 30.7
--------------------------
Cash used for financing activities (132.3) (234.8)
--------------------------
Net decrease in cash and marketable securities
during the period (14.9) (72.7)
Cash and marketable securities, beginning of period 152.1 224.8
--------------------------
Cash and marketable securities, end of period $ 137.2 $ 152.1
==========================
</TABLE>
A more complete 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 year ended December 31, 1999.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND
FINANCIAL CONDITION
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, 2000,
compared to the first quarter ended March 31, 1999, and the year ended
December 31, 1999. This discussion should be read in conjunction with the
Consolidated Financial Statements and Notes included in the company's Annual
Report to Shareholders for the year ended December 31, 1999. Additional
information concerning the company's consolidated financial and operating
results for the first quarter 2000 is contained in the first quarter 2000
Financial Report contained in the quarterly Anheuser-Busch publication
Horizons.
This discussion contains statements regarding the company's expectations
concerning its future operations, earnings and prospects. These statements
are forward-looking statements that involve significant risks and
uncertainties, and accordingly, no assurances can be given that such
expectations will be correct. These expectations are based upon many
assumptions that the company believes to be reasonable, but such assumptions
may ultimately prove to be inaccurate or incomplete, in whole or in part.
Important factors that could cause actual results to differ from the
expectations stated in this discussion include, among others, changes in the
pricing environment for the company's products; changes in domestic demand
for malt beverage products; changes in customer preference for the company's
malt beverage products; regulatory or legislative changes; changes in raw
materials prices; changes in interest rates; changes in foreign currency
exchange rates; changes in attendance and consumer spending patterns for the
company's theme park operations; changes in demand for aluminum beverage
containers; changes in the company's international beer business or in the
beer business of the company's international equity partner; and the effect
of stock market conditions on the company's share repurchase program.
7
<PAGE> 8
FIRST QUARTER 2000 FINANCIAL RESULTS
- ------------------------------------
Key operating results for the first quarter 2000 versus 1999 are
summarized below:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
(in millions, except per share)
--------------------------------------------------
First Quarter 2000 versus 1999
----------------------- -----------------------
2000 1999 $ %
-------- -------- --------- --------
<S> <C> <C> <C> <C>
Gross Sales $3,300 $3,157 Up $143 Up 4.5%
Excise Taxes $488 $472 Up $16 Up 3.3%
Net Sales $2,812 $2,685 Up $127 Up 4.7%
Operating Income $582 $536 Up $46 Up 8.5%
Equity Income, Net of Tax $39 $31 Up $8 Up 23.8%
Net Income $350 $319 Up $31 Up 9.8%
Diluted Earnings per Share $.76 $.66 Up $.10 Up 15.2%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
The company is applying its marketing, sales and distribution strengths
to take full advantage of the favorable domestic beer industry environment to
achieve significant growth in both sales and revenue per barrel. The first
quarter 2000 was Anheuser-Busch's sixth consecutive quarter of solid
double-digit earnings per share growth. First quarter results provide a solid
foundation for achieving the company's double-digit earnings per share growth
objective in the year 2000, with growth in the low to middle teens expected.
RESULTS OF OPERATIONS
- ---------------------
Anheuser-Busch Companies, Inc. achieved gross sales of $3.3 billion
during the first quarter 2000, an increase of $142.4 million, or 4.5%, over
first quarter 1999 gross sales. The company had net sales of $2.8 billion,
an increase of $126.7 million, or 4.7%, compared to the first quarter 1999.
The difference between gross sales and net sales reflects beer excise taxes
paid by the company on its products.
The increases in both gross and net sales were primarily due to higher
domestic beer sales volume combined with increased revenue per barrel.
Anheuser-Busch's domestic beer sales volume (shipments to wholesalers)
increased 2.4%, to 23.7 million barrels, in the first quarter 2000 compared
to first quarter 1999, while domestic revenue per barrel grew 2.1% during the
same period.
8
<PAGE> 9
Adjusting for the additional selling day due to leap year in 2000,
wholesaler sales-to-retailers grew a very strong 4.5% for the first quarter
2000 compared to the first quarter 1999. This growth reflects strength in
all major brand families and was led by the Bud Family. Combined Bud and Bud
Light sales-to-retailers were up over 5% on a selling day adjusted basis
versus the same period last year.
First quarter retail demand exceeded the 2.4% increase in first quarter
beer sales by Anheuser-Busch to its wholesalers which reduced wholesaler
inventory levels versus the same period last year.
In October 1999 and February 2000 the company implemented selected price
increases and additional discount reductions in markets representing
approximately two-thirds of its volume. These pricing actions appear to have
been accepted by the market and continue the revenue per barrel improvement
seen in 1999.
International Anheuser-Busch beer volume increased 10.2% in the first
quarter compared to first quarter 1999 due primarily to gains in China and
the United Kingdom.
The company's beer volume is summarized in the following table:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Beer Volume (millions of barrels)
------------------------------------------------------------------------------------------------
First Quarter 2000 versus 1999
----------------------- --------------------------
2000 1999 Barrels %
------- ------- --------- --------
<S> <C> <C> <C> <C>
Domestic 23.7 23.2 Up 0.56 Up 2.4%
International 1.5 1.3 Up 0.14 Up 10.2%
------- ------- --------- --------
Worldwide A-B Brands 25.2 24.5 Up 0.7 Up 2.8%
Int'l Equity Partner Brands 3.4 3.4 Up 0.01 Up 0.4%
------- ------- --------- --------
Total Brands 28.6 27.9 Up 0.7 Up 2.5%
======= ======= ========= ========
- -------------------------------------------------------------------------------------------------------
</TABLE>
Worldwide Anheuser-Busch beer sales volume for the first quarter 2000
rose 0.7 million barrels, or 2.8%, to 25.2 million barrels, versus first
quarter 1999. Worldwide beer volume is comprised of domestic volume and
international volume. Domestic volume represents Anheuser-Busch beer
produced and shipped within the United States. International volume
represents exports from the company's U.S. breweries to markets around the
world, plus Anheuser-Busch brands produced overseas by company-owned
breweries and under license and contract brewing agreements.
Total volume, which combines equity volume (representing the company's
share of its foreign equity partner's volume) with worldwide volume, was 28.6
million barrels in the first quarter 2000, up 0.7 million barrels, or 2.5%,
over first quarter 1999. Normalized to exclude 1999 volume related to
Anheuser-Busch's previously held equity
9
<PAGE> 10
stake in Antarctica, equity partner volume increased 6.5% and total volume
increased 3.2 percent over first quarter 1999.
Anheuser-Busch reported domestic beer sales to wholesalers of 23.7
million barrels, an increase of 0.56 million barrels, or 2.4%, for the first
quarter 2000 compared to the first quarter 1999. The increase reflects
strong underlying sales-to-retailer trends, led by Bud Family sales,
particularly Bud Light, which continues to grow at an annual double-digit
pace.
In March the company rolled-out Tequiza Extra, an extension of the
popular Tequiza brand. Tequiza Extra offers a more pronounced tequila taste
without the added lime or sweetness of original Tequiza.
On May 1, the company plans to introduce "Doc" Otis' Hard Lemon Flavored
Malt Beverage. "Doc" Otis' is made with real lemon juice and has a taste
profile designed to appeal to adult consumers of premium specialty alcohol
beverages.
The company's domestic market share (excluding exports) for the first
quarter 2000 was 49.0%, an increase of 0.8 percentage points over 1999 market
share of 48.2%. Including exports, the company's share of U. S. shipments
was 48.9%, versus 48.1% for the first quarter 1999. Domestic market share
and share of U. S. shipments are determined based on industry sales estimates
provided by the Beer Institute.
International Anheuser-Busch beer volume for the first quarter 2000,
excluding Grupo Modelo, was 1.5 million barrels, an increase of 136,000
barrels, or 10.2%, compared to the first quarter 1999, primarily due to
increases in China and the United Kingdom.
Cost of products and services for the first quarter 2000 was $1.78
billion, a $67.6 million, or 3.9%, increase compared to the first quarter
1999. The increase in cost of products and services is principally due to
higher domestic beer volume. Gross profit as a percentage of net sales was
36.7% for the first quarter 2000, up 0.5 percentage points from 36.2% for the
first quarter 1999, reflecting the impact of higher revenue per barrel.
Marketing, distribution and administrative expenses for the first quarter
2000 were $450.0 million, compared with $436.5 million for the first quarter
1999, an increase of $13.5 million, or 3.1%. The increase in marketing,
distribution and administrative expenses in the first quarter 2000 compared
to the prior year is due primarily to higher marketing and administrative
costs for the domestic beer segment and higher one-time marketing costs for
entertainment operations related to the opening of the Discovery Cove park,
partially offset by lower international beer marketing expenses in Japan due
to the conversion of the company's joint venture into an exclusive licensing
agreement, effective January 1, 2000.
10
<PAGE> 11
Operating income increased $45.6 million, or 8.5%, versus the first
quarter 1999, reflecting higher domestic beer sales volume and revenue per
barrel, and improved international beer performance, partially offset by
lower operating results from packaging and entertainment operations.
International beer segment net income was up 55.0% in the first quarter 2000
compared to the first quarter 1999, due to a strong performance by Modelo and
an improvement in international beer operations. Equity income, net of tax,
increased $7.4 million, or 23.8%, to $39 million, for the first quarter 2000
due to strong underlying volume and earnings results of Modelo. At the
beginning of the year Modelo implemented a price increase of 16% on its beer
sold in Mexico. International beer operating profits, excluding Modelo, also
improved reflecting volume driven gains in China and the United Kingdom and
lower costs in Japan due to the conversion to a licensing agreement.
Packaging segment operating profits were down $19 million, or 69.7%, in
the first quarter 2000 compared to the first quarter 1999. Approximately $13
million of the operating profit decline represents the correction of
accounting errors from 1994 through 1999 at the company's label manufacturing
business in Clarksville, Tennessee, which were discovered during an internal
audit in the first quarter 2000. The $13 million adjustment is classified in
the first quarter Consolidated Income Statement within cost of sales, and is
not material to earnings reported in prior periods. The remaining $6 million
of lower earnings from the Packaging Segment is due primarily to lower
pricing on Metal Container's beer and soft drink can sales.
Entertainment segment operating results were down versus prior year
primarily due to a later Easter holiday period and start-up costs associated
with the new Discovery Cove park. Recent attendance trends in the Florida
market have been strong.
Net interest cost (interest expense less interest income) was $86.4
million for the first quarter 2000, an increase of $11.5 million, or 15.4%,
compared to the first quarter 1999. The increase in net interest cost is due
to higher average debt balances compared to last year. Interest capitalized
increased $3.6 million, to $6.9 million, for the first quarter 2000 compared
to the corresponding period in 1999 due to higher average construction in
progress balances.
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.
Net income for the first quarter 2000 increased $31.2 million, or 9.8%,
to $350.3 million, versus the same period last year. Diluted earnings per
share for the first quarter were $.76, an increase of $.10, or 15.2%,
compared to the first quarter 1999. These increases reflect higher domestic
beer earnings due to increased sales volume and revenue per barrel, and
improved international beer results including significantly
11
<PAGE> 12
increased equity earnings from the company's investment in Modelo. Earnings
per share benefited from the company's ongoing share repurchase program. The
company repurchased almost 10 million shares in the first quarter 2000.
LIQUIDITY AND FINANCIAL CONDITION
- ---------------------------------
Cash and marketable securities at March 31, 2000 were $137.2 million, a
decrease of $14.9 million compared to December 31, 1999. The principal source
of the company's cash flow is cash generated by operations. Issuance of debt
provides additional sources of cash. Principal uses of cash are capital
expenditures, business investments, share repurchase and dividends. See the
Consolidated Statement of Cash Flows for detailed information.
Total debt increased $601.5 million during the three month period ended
March 31, 2000. The following outlines the change in debt during this
period:
Debt Issuances ... $651.8 million, comprised of the following:
--------------
- $400.0 million of long-term notes ($200 million at 7.5% fixed
rate; $200 million at floating rate)
- $249.4 million of commercial paper (5.5% weighted average rate)
- $2.4 million of other miscellaneous borrowings
Debt Reduction ... $50.3 million, comprised of the following:
--------------
- $38.3 million of ESOP debt (8.25% fixed rate)
- $7.5 million of medium-term notes (7.7% fixed rate)
- $3.5 million of industrial development revenue bonds (various
fixed rates)
- $1.0 million of other miscellaneous reductions
At March 31, 2000, $1.49 billion of commercial paper borrowings were
outstanding. Commercial paper amounts up to $1 billion are classified as
long-term since they are maintained on a long-term basis with on-going support
provided by the company's $1 billion revolving credit agreement. Commercial
paper in excess of $1 billion is classified as short-term.
Capital expenditures during the first quarter 2000 were $279.5 million,
compared to $184.4 million for the first quarter 1999. Full year 2000
capital expenditures are expected to approximate $1.05 to $1.1 billion.
12
<PAGE> 13
Risk Management
- ---------------
The company's derivatives holdings will fluctuate during the year based
on normal and recurring changes in purchasing and production activity. Since
December 31, 1999, there have been no significant changes in the company's
interest rate, commodity price and foreign currency exposures, changes in the
types of derivative instruments used to hedge those exposures, or significant
changes in underlying market conditions.
Environmental Matters
- ---------------------
The company is subject to federal, state and local environmental
protection laws and regulations and is operating within such laws or is
taking action aimed at assuring compliance with such laws and regulations.
Compliance with these laws and regulations is not expected to materially
affect the company's competitive 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) would have a
material impact on the company's consolidated financial statements.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On January 4, 2000 the company issued out of treasury shares a total of
633 shares of the company's common stock ($1 par value) to one member of the
Board of Directors of the company in lieu of cash for that member's 2000
annual retainer fee pursuant to the company's Non-Employee Director Elective
Stock Acquisition Plan.
On February 11, 2000 the company issued 134,853 shares of the company's
common stock ($1 par value) to the sellers of the assets of a beer
distributorship as payment of the purchase price.
These transactions were exempt from registration and prospectus delivery
requirements of the Securities Act of 1933 pursuant to Section 4(2) of the
Act.
13
<PAGE> 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of the company held April 26, 2000,
the following matters were voted upon:
1. Election of Patrick T. Stokes to serve as a Director of the Company for
a term of two years and election of Bernard A. Edison, Vernon R. Loucks,
Jr., Vilma S. Martinez, William Porter Payne and Edward G. Whitacre, Jr.
to serve as Directors of the company for a term of three years.
<TABLE>
<CAPTION>
FOR WITHHELD NON-VOTES
----------- --------- ---------
<S> <C> <C> <C>
Patrick T. Stokes 376,462,536 5,932,753 0
Bernard A. Edison 376,381,093 6,014,196 0
Vernon R. Loucks, Jr. 376,978,265 5,417,024 0
Vilma S. Martinez 377,042,775 5,352,514 0
William Porter Payne 370,850,994 11,544,295 0
Edward E. Whitacre, Jr. 375,950,482 6,444,807 0
</TABLE>
2. Approve the Anheuser-Busch Officer Bonus Plan
For 352,111,288
Against 20,489,481
Abstain 9,794,512
Non-Votes 8
3. Approve the employment of PricewaterhouseCoopers LLP, as independent
accountants, to audit the books and accounts of the company for 2000.
For 348,615,436
Against 31,943,229
Abstain 1,836,624
Non-Votes 0
4. Shareholder proposal concerning option exercise period.
For 18,507,694
Against 319,339,547
Abstain 6,671,532
Non-Votes 37,876,516
5. Shareholder proposal concerning option exercise price.
For 38,076,614
Against 300,405,812
Abstain 6,032,353
Non-Votes 37,880,510
14
<PAGE> 15
6. Shareholder proposal concerning Shareholder Rights Plan.
For 172,365,983
Against 167,058,366
Abstain 5,085,898
Non-Votes 37,885,042
7. Shareholder proposal concerning Board Composition.
For 32,196,063
Against 306,506,075
Abstain 5,816,240
Non-Votes 37,876,911
8. Shareholder proposal concerning Classified Board.
For 165,253,030
Against 174,299,328
Abstain 4,957,982
Non-Votes 37,884,949
9. Shareholder proposal concerning Chairman of the Board.
For 59,542,117
Against 279,348,004
Abstain 5,621,132
Non-Votes 37,884,036
ITEM 5: OTHER INFORMATION
Acquisition of Glass Plant
- --------------------------
In March 2000, the company purchased an idle bottle manufacturing
facility near Houston, Texas from Anchor Glass. Anheuser-Busch is renovating
the plant and Consumers Packaging Inc., Anchor's parent company, is supplying
technical and management assistance. The plant is expected to reopen in 2001
and will eventually supply a significant portion of the bottle needs of the
company's Houston brewery.
Labor Negotiations
- ------------------
The company continues to operate its breweries under the terms of its
final contract offer which was implemented in September 1998.
Teamster-represented employees at the company's 12 U.S. breweries have not
voted on the contract offer since August 7, 1999, when they approved the
national portion of the new five-year contract offer by a margin of 59% to 41%.
15
<PAGE> 16
However, local terms of the offer were rejected by certain Locals. Both
the company and the Teamsters have previously stated that there can be no
final agreement, and the approved contract cannot go into effect, until
agreement is reached on all national and local issues.
The approved national contract includes wage and benefit increases, as
well as provisions to support productivity improvement, promote workplace
flexibility, reduce absenteeism, improve the grievance procedure and
institute a more effective drug-testing program. Additionally,
Anheuser-Busch has reaffirmed its commitment, contingent with the approved
contract going into effect, to keep all 12 of its U.S. breweries open during
the life of the contract, barring an unforeseen event, providing its
Teamster-represented employees with unprecedented job security. The company
remains committed to operate its breweries in the event of any work
stoppages.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
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, 2000.
16
<PAGE> 17
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 12, 2000
/s/ John F. Kelly
---------------------------------------------
John F. Kelly
Vice President and Controller
(Chief Accounting Officer)
May 12, 2000
17
<PAGE> 1
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:
<TABLE>
<CAPTION>
Three Months Ended
March 31, Year Ended December 31,
- ------------------------- -------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
6.3X 6.4X 6.9X 6.8X 7.3X 8.1X <F1> 6.6X <F2>
For purposes of this ratio, earnings have been calculated by adding to
income before income taxes the distributed earnings of investees accounted
for under the equity method and the amount of fixed charges. Fixed charges
consist of interest on all indebtedness, amortization of debt discounts and
that portion of rental expense deemed to represent interest.
<FN>
<F1>The ratio for 1996 includes the gain from the sale of the St. Louis
Cardinals Major League Baseball Club, which increased income before income
taxes by $54.7 million. Excluding this one-time gain, the ratio would have
been 7.9X.
<F2>The ratio for 1995 includes the impact of the Tampa Brewery shutdown and
the reduction of beer wholesaler inventories. Excluding these non-recurring
items, the ratio would have been 7.6X.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 137,200
<SECURITIES> 0
<RECEIVABLES> 717,400
<ALLOWANCES> 0
<INVENTORY> 667,400
<CURRENT-ASSETS> 1,677,700
<PP&E> 14,591,100
<DEPRECIATION> 6,532,600
<TOTAL-ASSETS> 12,922,100
<CURRENT-LIABILITIES> 2,215,000
<BONDS> 5,232,800
0
0
<COMMON> 716,600
<OTHER-SE> 2,864,200
<TOTAL-LIABILITY-AND-EQUITY> 12,922,100
<SALES> 2,811,900
<TOTAL-REVENUES> 2,811,900
<CGS> 1,779,700
<TOTAL-COSTS> 2,229,700
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 86,700
<INCOME-PRETAX> 502,000
<INCOME-TAX> 190,700
<INCOME-CONTINUING> 350,300
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 350,300
<EPS-BASIC> 0.77
<EPS-DILUTED> 0.76
</TABLE>
