<PAGE> 1
Exhibit 99.3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 2000
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (NO FEE REQUIRED)
For the Transition period From __________ to __________
Commission File Number _________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Employees Covered By A Collective Bargaining Agreement)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
<PAGE> 2
Item 1. Plan is subject to ERISA, see Item 4 for required information.
Item 2. Plan is subject to ERISA, see Item 4 for required information.
Item 3. Plan is subject to ERISA, see Item 4 for required information.
Item 4. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements<F*>:
Report of Independent Accountant
Statement of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
Statements of Net Assets Available for Benefits with Fund Information
and Statements of Changes in Net Assets Available for Benefits with
Fund Information (Appendix A)
(b) Exhibits:
None
[FN]
<F*> Schedules required by 29 CFR 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed by the undersigned thereunto duly
authorized.
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES
COVERED BY A COLLECTIVE BARGAINING
AGREEMENT)
By: JOBETH G. BROWN
-----------------------------------
JoBeth G. Brown
Committee Member
Dated: September 25, 2000
3
<PAGE> 4
[PRICEWATERHOUSECOOPERS LOGO]
PricewaterhouseCoopers LLP
800 Market Street
St. Louis, MO 63101
Telephone (314) 206 8500
REPORT OF INDEPENDENT ACCOUNTANT
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For
Employees Covered by a Collective
Bargaining Agreement)
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings
Plan (For Employees Covered by a Collective Bargaining Agreement) at March
31, 2000 and 1999, and the changes in net assets available for benefits for
the years then ended, in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of the plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
/s/ PricewaterhouseCoopers LLP
July 28, 2000
<PAGE> 5
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2000 AND 1999
------------------------------------------------------------------------------
<CAPTION>
MARCH 31,
2000 1999
<S> <C> <C>
ASSETS
Contributions receivable
Participants $ 592,498 $ --
Employer 259,247 --
-------------- --------------
851,745 --
-------------- --------------
Interest in Master Trust 1,128,420,136 1,459,166,214
Total assets 1,129,271,881 1,459,166,214
-------------- --------------
LIABILITIES
Notes payable (86,100,000) (105,250,000)
-------------- --------------
Total liabilities (86,100,000) (105,250,000)
-------------- --------------
Net assets available for benefits $1,043,171,881 $1,353,916,214
============== ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
-2-
<PAGE> 6
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2000 AND 1999
-------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED
MARCH 31,
2000 1999
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 32,043,314 $ 30,198,696
Employer 256,248 258,018
-------------- --------------
Total contributions 32,299,562 30,456,714
Investment income:
Interest 4,596,631 4,547,328
Dividends 3,832,236 4,247,249
Net realized and unrealized (depreciation)
appreciation in fair value of investments (190,906,215) 535,669,300
-------------- --------------
Total additions (deductions) (150,177,786) 574,920,591
-------------- --------------
Deductions from net assets attributed to:
Distributions to participants 149,590,706 134,425,567
Interest expense 8,683,125 10,197,000
Administrative expenses 20,347 17,559
-------------- --------------
Total deductions 158,294,178 144,640,126
Net transfers out (2,272,369) (553,871)
-------------- --------------
Net (decrease) increase (310,744,333) 429,726,594
Net assets available for benefits:
Beginning of year 1,353,916,214 924,189,620
-------------- --------------
End of year $1,043,171,881 $1,353,916,214
============== ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>
-3-
<PAGE> 7
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
GENERAL
The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For
Employees Covered by a Collective Bargaining Agreement) (the Plan) was
established as a result of an amendment to the Anheuser-Busch Employee
Stock Purchase and Savings Plan (the Original Plan). The Original Plan
was established by Anheuser-Busch, Inc., effective April 1, 1976 and
upon amendment, was divided into two separate plans effective March 1,
1986: the Deferred Income Stock Purchase and Savings Plan (For
Employees Covered by a Collective Bargaining Agreement) and the Employee
Stock Purchase and Savings Plan. The Plan is a continuation of the
Original Plan except that certain additional features were added,
including provisions for Before-Tax Contributions pursuant to Section
401(k) of the Internal Revenue Code. Additionally, eligibility was
limited to employees who are members of collective units and whose
collective bargaining agreement specifically provides for participation
of such members.
The Plan covers eligible employees of Anheuser-Busch Companies, Inc.
(the Company) and certain subsidiaries of the Company which include:
Anheuser-Busch, Inc.; August A. Busch & Co. of Massachusetts, Inc.;
Anheuser-Busch Companies, Inc.; Busch Agricultural Resources, Inc.;
Manufacturers Railway Company; Pacific International Rice Mills, Inc.;
Metal Container Corporation; and A-B Contract Services, Inc. The
following is intended to provide only a general description of the
Plan's provisions. Participants should refer to the Plan document for
more complete information.
PLAN ADMINISTRATION
The Plan's named fiduciaries are the Company, as Sponsor and Plan
Administrator, and Mellon Bank, N.A. as the Trustee. As Sponsor, the
Company has the right to amend the Plan, designate the Plan's named
fiduciaries and exercise all fiduciary functions necessary for the
operation of the Plan except those which are assigned to another named
fiduciary by the Plan or the related trust agreement. The Company has
appointed an Administrative Committee to exercise the authority and
responsibility for the general administration of the Plan. The Trustee
has the exclusive authority and discretion to invest, manage and hold
the assets of the trust in accordance with the provisions of the Plan
and the separate trust agreement.
The Plan was amended effective June 1, 1989, to add provisions to make
the Plan a stock bonus plan and to permit the leveraged acquisition of
Company stock by the Plan. As such, the Plan is subject to the
requirements of an employee stock ownership plan (ESOP) under Section
4975(e)(7) of the Internal Revenue Code. The Trustee was specifically
empowered to enter into loans, on behalf of the Plan, to acquire Company
stock or to repay a prior ESOP loan.
Effective April 1, 1994, the Plan was amended to incorporate various
changes to the Plan, including changes in participants' contribution
limits, changes in Company matching contributions, the addition of the
Managed Balanced Fund and Indexed Balanced Fund investment options, and
the decrease in the vesting period from three years to two years.
-4-
<PAGE> 8
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
------------------------------------------------------------------------------
PLAN PARTICIPATION
Each employee of a participating employer (other than employees not
covered by a collective bargaining agreement) of the Company is eligible
to participate in the Plan after one year of service, during which the
employee worked 1,000 hours. Participation by eligible employees is
voluntary.
CONTRIBUTIONS
A participant may make matched or unmatched contributions. Both matched
and unmatched contributions may be before-tax and after-tax. A
participant may contribute from 1% to 6% of their base compensation
through payroll deductions for Before-Tax Matched Contributions and
After-Tax Matched Contributions. The sum of these matched contributions
may not be less than 2% nor more than 6% of the participant's base
compensation. In addition, a participant may contribute from 1% to 10%
of their base compensation through payroll deductions for Before-Tax
Unmatched Contributions and After-Tax Unmatched Contributions; however,
the unmatched contribution rates may not exceed 10% of the participant's
base compensation and are subject to other limitations as set forth in
the Plan agreement. In addition, the sum of Before-Tax contribution
rates must not exceed 16% of a participant's base compensation, subject
to certain limitations of the Internal Revenue Code. The participant's
employer then contributes a matching amount, determined annually, based
on the relationship of the Company's net income to its payroll for the
year most recently ended. However, in no event may the participating
employer's matching contribution be less than 33-1/3% nor more than 100%
of the aggregate participant contributions. The Company may, however,
contribute an amount in excess of the matching contribution to enable
the Plan to meet its debt service payments.
The Company may also be required to make a Supplemental Contribution as
determined by the Administrative Committee in accordance with the Plan
document. Supplemental Contributions are made by transferring shares of
Anheuser-Busch Common Stock from the ESOP and allocating the shares to
participants who have account balances as of the end of the Plan year
and are required to be made within 180 days of the Plan's year end. For
the year ended March 31, 2000, 93,353 shares with a value of $5,431,978
were transferred from the ESOP to participant accounts on March 29, 2000
as well as 17,353 shares with a value of $1,161,586 on April 5, 2000 for
the required Supplemental Contribution. For the year ended March 31,
1999, 10,251 shares with a value of $761,137 were transferred from the
ESOP to participant accounts on March 30, 1999 as well as 14,958 shares
with a value of $1,114,438 on April 6, 1999 for the required
Supplemental Contribution.
Employee contributions vest and become non-forfeitable immediately.
Company contributions for participants actively employed by the Company
on or prior to March 31, 1990 vest immediately. For participants
subsequently employed, Company contributions vest and become
non-forfeitable after two years of service. Company contributions also
vest and become non-forfeitable upon termination of employment by reason
of death, permanent disability, entry into military service, layoff
exceeding twelve months, upon termination of employment for any reason,
including retirement, after reaching age 60, or in the event of a
"change in control" of the Company (as defined in the Plan).
Forfeitures of nonvested balances reduce future employer
-5-
<PAGE> 9
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
------------------------------------------------------------------------------
contributions. There were $2,937 and $1,045 of forfeitures during the
years ended March 31, 2000 and 1999, respectively.
INVESTMENTS
The Trustee maintains an Anheuser-Busch Companies, Inc. Stock Fund, an
Earthgrains Company, Inc. Stock Fund, a Short-Term Fixed Income Fund, a
Medium-Term Fixed Income Fund, an Equity Index Fund, a Managed Balanced
Fund, and an Index Balanced Fund for the investment of participant and
employer contributions. All employer contributions are invested in the
Company Stock Fund. At least one-half of each participant's Before-Tax
Matched Contributions and at least one-half of each participant's
After-Tax Matched Contributions shall be invested in the Company Stock
Fund for certain periods of time. The participant may direct the
remaining one-half of each type of matched contributions to be invested
in increments of 1% into any fund established under the Plan. The
participant may direct that the unmatched contributions be deposited
into any fund of the Plan in increments of 1%. Earnings are reinvested
in the fund to which they relate.
Master Trusts had been established for each of the investment funds
other than the Company Stock Fund for the investment of the Plan's
assets and the assets of the other stock purchase and savings plans
sponsored by the Company. On September 1, 1995, the Master Trusts for
each investment fund were combined, along with the Company Stock Fund
into a single Master Trust.
DISTRIBUTIONS
The Plan permits in-service withdrawals and an optional annual class
year distribution as defined in the Plan document, subject to certain
restrictions. Distributions for terminations are comprised of the
participant's personal contribution portion of their account and the
part of the Company contribution portion of their account which is
vested. Termination and annual class year distributions for whole
numbers of shares are payable in Company shares while the value of
fractional shares and all interests in the other funds are payable in
cash. Alternatively, the participant may elect to have non-share
investments transferred to the Company Stock Fund and distributed
thereafter in shares with fractional shares distributed in cash.
In-service distributions other than annual class year distributions are
payable at the election of the participant in Company shares or in cash.
PARTICIPANT LOANS
A participant may borrow from Before-Tax and/or After-Tax vested account
balances. The minimum loan amount is $1,000; the maximum amount is the
lesser of $50,000 less the highest outstanding loan balance under the
Plan during the one year period ending on the day before the loan is
made, or 50% of the vested account balance. The interest rate for the
life of the loan is set quarterly at prime plus one percentage point
based on the prime rate at the end of the preceding quarter. The term
of a loan for the purchase of a principal residence may be up to 10
years; the term of a loan for any other reason may not exceed 5 years.
-6-
<PAGE> 10
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
------------------------------------------------------------------------------
PLAN EXPENSES
Under the Master Trust agreement with the Trustee, the Company may pay
all expenses incurred in the administration of the Master Trust,
including trustee fees, but is not obligated to do so. Trustee expenses
not paid by the Company are paid by the Master Trust and proportionately
allocated to the participating plans. All other expenses incurred in
the administration of the Plan are paid by the participating employers.
PLAN TERMINATION
The Company anticipates that the Plan will continue without interruption
but reserves the right to terminate its participation in the Plan
subject to the provisions of the Employee Retirement Income Securities
Act (ERISA). Such termination would result in the immediate and full
vesting of each participant's account balance. The Trustee would then
retain the assets until otherwise distributable under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States, requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities at the
date of the financial statements and the reported amounts of additions
to and deductions from net assets during the reporting period. Actual
results could differ from those estimates.
INVESTMENT VALUATION
Investments in common stock, U.S. government securities, and corporate
debt instruments are stated at fair value based on the quoted market
price at March 31 each year. Investments in interest bearing cash,
insurance contracts, and interests in common/collective trusts are
stated at fair value as determined by the Trustee. Participant loans
are valued at cost which approximates fair value.
Investment securities are exposed to various risks, such as interest
rate, market, and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term could materially affect
the amounts reported in the Statement of Net Assets Available for
Benefits.
SECURITY TRANSACTIONS AND INVESTMENT INCOME
Purchases and sales of investments, and related realized gains and
losses, are recorded on the trade date. Interest income is recorded as
earned. Dividend income is recorded on the ex-dividend date. Net
realized and unrealized appreciation/depreciation in fair value of
investments is comprised of the change in market value from the
beginning to the end of the Plan year for
-7-
<PAGE> 11
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
------------------------------------------------------------------------------
investments retained in the Plan, and realized gains and losses on
security transactions which represent the difference between proceeds
and cost.
ALLOCATION OF ASSETS
The Plan participates in the Anheuser-Busch Companies, Inc. Defined
Contribution Master Trust (Master Trust) established for the investments
of this plan and the other stock purchase and savings plans sponsored by
the Company. Units of participation in the Master Trust are allocated
to participating plans based on the relationship of individual plan
contributions to the market value of the Master Trust. Earned income,
realized and unrealized gains and losses, and administrative expenses
are retained in the Master Trust and are allocated to participating
plans by the Trustee, based on units of participation on the transaction
date.
DISTRIBUTIONS TO PARTICIPANTS
Distributions are recorded when paid.
RECLASSIFICATIONS
Certain items in the 1999 financial statements have been reclassified to
conform with the 2000 presentation.
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
Effective September 1, 1995 the Company and the Trustee entered into a
new master trust agreement. On September 1, 1995, in accordance with
the agreement, the Plan exchanged it's investments in: the
Anheuser-Busch Companies, Inc. Common Stock Fund, the Anheuser-Busch
Companies, Inc. Short Term Fixed Income Master Trust, the Anheuser-Busch
Companies, Inc. Medium Term Fixed Income Master Trust, the
Anheuser-Busch Companies, Inc. Capital Equity Index Fund Master Trust,
the Anheuser-Busch Companies, Inc. Managed Balanced Fund Master Trust,
and the Anheuser-Busch Companies, Inc. Indexed Balanced Fund Master
Trust for units of participation in the Anheuser-Busch Companies, Inc.
Defined Contribution Master Trust. Effective March 26, 1996 the
Earthgrains Company Stock Fund was also added to the Anheuser-Busch
Companies, Inc. Defined Contribution Master Trust. The assets of the
Master Trust are held by Mellon Bank, N.A.
At March 31, 2000 and 1999, the Plan's interest in the net assets of the
Master Trust was approximately 42% and 45%, respectively.
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<PAGE> 12
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
-----------------------------------------------------------------------------------
The following table presents the fair value of investments for the
Master Trust:
<CAPTION>
MARCH 31,
2000 1999
<S> <C> <C>
Investments at fair value:
Anheuser-Busch common stock<F*> $2,117,179,454 $2,690,248,415
Short-term fixed income 18,158,341 22,336,551
Medium-term fixed income 34,310,091 45,376,432
Equity index<F*> 312,617,971 302,006,045
Managed balanced 23,492,650 23,560,824
Index balanced 24,615,260 26,361,477
Participant loans 89,214,927 87,168,848
Earthgrains Company common stock 16,821,396 29,552,524
-------------- --------------
$2,636,410,090 $3,226,611,116
============== ==============
<FN>
<F*> Represents more than 5% of net assets available for benefits.
</TABLE>
Investment income for the Master Trust is as follows:
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
2000 1999
<S> <C> <C>
Net appreciation (depreciation) in
fair value of investments:
Anheuser-Busch common stock $(475,135,162) $1,048,963,294
Short-term fixed income (152,262) 1,148,887
Medium-term fixed income (1,070,485) 114,341
Equity index 44,964,482 45,686,098
Managed balanced 3,215,041 2,004,553
Index balanced 2,167,089 3,289,062
Earthgrains Company common stock (8,416,585) 1,575,592
------------- --------------
(434,427,882) 1,102,781,827
------------- --------------
Interest 16,960,794 18,649,560
Dividends 40,311,360 39,115,247
------------- --------------
$(377,155,728) $1,160,546,634
============= ==============
</TABLE>
-9-
<PAGE> 13
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
------------------------------------------------------------------------------
Further financial information for the Anheuser-Busch Companies, Inc.
Defined Contribution Master Trust as of and for the years ended March
31, 2000 and 1999 are included as Appendix A.
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated January 30, 1995 that the Plan is designed in accordance
with applicable sections of the Internal Revenue Code. Therefore, the
underlying trust of such a Plan is exempt from federal income taxes
under Section 501 of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
5. NOTES PAYABLE
In June 1989, the Plan issued $250 million in guaranteed 8.32% ESOP
notes (Notes) to a group of insurance companies and other financial
institutions. In September 1993, the interest rate was reduced to 8.25%
per annum retroactive to January 1, 1993. Interest is payable
semi-annually. Principal is payable in annual instalments until
maturity on March 31, 2004. The Notes are guaranteed by Anheuser-Busch
Companies, Inc. and Anheuser-Busch, Inc. Proceeds of the Notes were
used to purchase 5,665,723 shares of Company stock, the unallocated
portion of which is pledged as collateral for the Notes. The shares are
maintained in the Anheuser-Busch Companies, Inc. Stock Fund and are
released and allocated to Plan participants based on calculations
specified in the Plan document as contributions are made to the Plan.
During the years ended March 31, 2000 and 1999, 746,307 and 765,449
shares were released to participants, respectively. At March 31, 2000
and 1999, the Company Stock Fund held 2,796,531 and 3,542,838
unallocated shares, respectively.
Principal maturities for each of the years ending March 31, are as
follows:
<TABLE>
<S> <C>
2001 20,000,000
2002 20,950,000
2003 22,000,000
2004 23,150,000
-----------
$86,100,000
===========
</TABLE>
-10-
<PAGE> 14
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
------------------------------------------------------------------------------
6. BENEFIT OBLIGATIONS
Benefit obligations for persons who have withdrawn from participation in
the Plan are as follows:
<TABLE>
<CAPTION>
MARCH 31,
2000 1999
<S> <C> <C>
Investments at fair value:
Anheuser-Busch common stock $3,807,413 $4,665,546
Short-term fixed income 4,942 248,742
Medium-term fixed income 30,307 165,609
Equity index 280,598 622,399
Managed balanced 22,425 34,207
Index balanced 11,376 77,267
Earthgrains Company common stock 39,140 74,752
---------- ----------
$4,196,201 $5,888,522
========== ==========
</TABLE>
In accordance with generally accepted accounting principles, these
amounts are not reported as distributions payable in the accompanying
financial statements. However, Department of Labor regulations require
that these amounts be reported as liabilities on Form 5500.
Accordingly, net assets available for benefits reported on Form 5500 are
lower than that reflected in the financial statements by the above
amounts.
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended March 31, 2000 and 1999, transactions with the
Company included aggregate common stock purchases totaling $36,788,108
and $47,928,978, respectively and aggregate common stock sales totaling
$64,685,498 and $73,081,483, respectively. These transactions are
allowable party-in-interest transactions under Section 408(e) and
408(b)(8) of ERISA and the regulations promulgated thereunder.
During the years ended March 31, 2000 and 1999, the Plan purchased and
sold investments in the Employee Benefit Temporary Investment Fund of
Mellon Bank N.A., the Plan trustee. Transactions with the Fund included
aggregate investment purchases totaling $60,447,410 and $114,233,149,
respectively and aggregate investment sales totaling $60,744,865 and
$105,703,029, respectively. These transactions are allowable
party-in-interest transactions under Section 408(e) and 408(b)(8) of
ERISA and the regulations promulgated thereunder.
-11-
<PAGE> 15
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 1 OF 4
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock<F*> $2,098,157,882 $ -- $ -- $ -- $ --
Interest bearing cash 19,021,572
U.S. government securities -- 4,311,292 -- -- --
Corporate debt instruments -- 10,651,050 -- -- --
Insurance contracts -- -- 34,310,091 -- 23,492,650
Interest in common/
collective trusts -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments<F*> -- 3,195,999 -- 312,617,971 --
-------------- ----------- ----------- ------------ -----------
Total investments 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650
-------------- ----------- ----------- ------------ -----------
Total assets 2,117,179,454 18,158,341 34,310,091 312,617,971 23,492,650
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Notes payable (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (172,200,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $1,944,979,454 $18,158,341 $34,310,091 $312,617,971 $23,492,650
============== =========== =========== ============ ===========
<CAPTION>
INDEX EARTHGRAINS
BALANCED PARTICIPANT COMPANY
FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Anheuser-Busch Companies,
Inc. Common Stock<F*> $ -- $ -- $ -- $2,098,157,882
Interest bearing cash 3,751 19,025,323
U.S. government securities -- -- -- 4,311,292
Corporate debt instruments -- -- -- 10,651,050
Insurance contracts -- -- -- 57,802,741
Interest in common/
collective trusts 11,865,807 -- -- 11,865,807
Loans to participants -- 89,214,927 -- 89,214,927
Earthgrains Company, Inc.
common stock -- -- 16,781,172 16,781,172
Other investments<F*> 12,749,453 -- 36,473 328,599,896
----------- ----------- ----------- --------------
Total investments 24,615,260 89,214,927 16,821,396 2,636,410,090
----------- ----------- ----------- --------------
Total assets 24,615,260 89,214,927 16,821,396 2,636,410,090
----------- ----------- ----------- --------------
LIABILITIES
Notes payable -- -- -- (172,200,000)
----------- ----------- ----------- --------------
Total liabilities -- -- -- (172,200,000)
----------- ----------- ----------- --------------
Net assets available for benefits $24,615,260 $89,214,927 $16,821,396 $2,464,210,090
=========== =========== =========== ==============
<FN>
<F*> Represents more than 5% of net assets available for benefits
</TABLE>
<PAGE> 16
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 2 OF 4
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
MARCH 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ASSETS
Cash
Investments at fair value:
Anheuser-Busch Companies,
Inc. Common Stock<F*> $2,673,153,056 $ -- $ -- $ -- $ --
Interest bearing cash 17,095,359 -- -- -- --
U.S. government securities -- 8,687,849 19,234,879 -- --
Corporate debt instruments -- 13,415,531 25,908,975 -- --
Insurance contracts -- -- -- -- 23,560,824
Interest in common/
collective trusts -- -- -- -- --
Loans to participants -- -- -- -- --
Earthgrains Company, Inc.
common stock -- -- -- -- --
Other investments<F*> -- 233,171 232,578 302,006,045 --
-------------- ----------- ----------- ------------ -----------
Total investments 2,690,248,415 22,336,551 45,376,432 302,006,045 23,560,824
-------------- ----------- ----------- ------------ -----------
Total assets 2,690,248,415 22,336,551 45,376,432 302,006,045 23,560,824
-------------- ----------- ----------- ------------ -----------
LIABILITIES
Notes payable (210,500,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total liabilities (210,500,000) -- -- -- --
-------------- ----------- ----------- ------------ -----------
Net assets available for benefits $2,479,748,415 $22,336,551 $45,376,432 $302,006,045 $23,560,824
============== =========== =========== ============ ===========
<CAPTION>
INDEX EARTHGRAINS
BALANCED PARTICIPANT COMPANY
FUND LOANS STOCK FUND TOTAL
<S> <C> <C> <C> <C>
ASSETS
Cash
Investments at fair value:
Anheuser-Busch Companies,
Inc. Common Stock<F*> $ -- $ -- $ -- $2,673,153,056
Interest bearing cash -- -- 41 17,095,400
U.S. government securities -- -- -- 27,922,728
Corporate debt instruments -- -- -- 39,324,506
Insurance contracts -- -- -- 23,560,824
Interest in common/
collective trusts 26,361,477 -- -- 26,361,477
Loans to participants -- 87,168,848 -- 87,168,848
Earthgrains Company, Inc.
common stock -- -- 29,477,579 29,477,579
Other investments<F*> -- -- 74,904 302,546,698
----------- ----------- ----------- --------------
Total investments 26,361,477 87,168,848 29,552,524 3,226,611,116
----------- ----------- ----------- --------------
Total assets 26,361,477 87,168,848 29,552,524 3,226,611,116
----------- ----------- ----------- --------------
LIABILITIES
Notes payable -- -- -- (210,500,000)
----------- ----------- ----------- --------------
Total liabilities -- -- -- (210,500,000)
----------- ----------- ----------- --------------
Net assets available for benefits $26,361,477 $87,168,848 $29,552,524 $3,016,111,116
=========== =========== =========== ==============
<FN>
<F*> Represents more than 5% of net assets available for benefits
</TABLE>
<PAGE> 17
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 3 OF 4
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 56,713,153 $ 872,836 $ 1,953,230 $ 15,430,838 $ 1,401,989
Employer 1,875,698 -- -- -- --
-------------- ----------- ------------ ------------ -----------
Total contributions 58,588,851 872,836 1,953,230 15,430,838 1,401,989
Investment income:
Interest 2,178,020 1,151,033 1,681,010 4,560,507 --
Dividends 40,081,760 -- -- -- --
Net realized and unrealized
appreciation (depreciation) in
fair value of investments (475,135,162) (152,262) (1,070,485) 44,964,482 3,215,041
-------------- ----------- ------------ ------------ -----------
Total additions (374,286,531) 1,871,607 2,563,755 64,955,827 4,617,030
-------------- ----------- ------------ ------------ -----------
Deductions from net assets attributed to:
Distributions to participants 189,895,233 6,424,286 4,175,506 25,748,533 1,912,599
Interest expense 17,366,250 -- -- -- --
Administrative expenses 38,459 -- -- -- --
-------------- ----------- ------------ ------------ -----------
Total deductions 207,299,942 6,424,286 4,175,506 25,748,533 1,912,599
-------------- ----------- ------------ ------------ -----------
Net transfers in (out) 46,817,512 374,469 (9,454,590) (28,595,368) (2,772,605)
-------------- ----------- ------------ ------------ -----------
Net increase (decrease) (534,768,961) (4,178,210) (11,066,341) 10,611,926 (68,174)
Net assets available for benefits:
Beginning of year 2,479,748,415 22,336,551 45,376,432 302,006,045 23,560,824
-------------- ----------- ------------ ------------ -----------
End of year $1,944,979,454 $18,158,341 $ 34,310,091 $312,617,971 $23,492,650
============== =========== ============ ============ ===========
<CAPTION>
INDEX EARTHGRAINS
BALANCED PARTICIPANT COMPANY
FUND LOAN FUND STOCK FUND TOTAL
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 1,433,141 $ -- $ -- $ 77,805,187
Employer -- -- -- 1,875,698
----------- ----------- ------------ --------------
Total contributions 1,433,141 -- -- 79,680,885
Investment income:
Interest 193,363 7,196,680 181 16,960,794
Dividends -- -- 229,600 40,311,360
Net realized and unrealized
appreciation (depreciation) in
fair value of investments 2,167,089 -- (8,416,585) (434,427,882)
----------- ----------- ------------ --------------
Total additions 3,793,593 7,196,680 (8,186,804) (297,474,843)
----------- ----------- ------------ --------------
Deductions from net assets attributed to:
Distributions to participants 2,213,787 1,132,676 2,468,730 233,971,350
Interest expense -- -- -- 17,366,250
Administrative expenses -- -- -- 38,459
----------- ----------- ------------ --------------
Total deductions 2,213,787 1,132,676 2,468,730 251,376,059
----------- ----------- ------------ --------------
Net transfers in (out) (3,326,023) (4,017,925) (2,075,594) (3,050,124)
----------- ----------- ------------ --------------
Net increase (decrease) (1,746,217) 2,046,079 (12,731,128) (551,901,026)
Net assets available for benefits:
Beginning of year 26,361,477 87,168,848 29,552,524 3,016,111,116
----------- ----------- ------------ --------------
End of year $24,615,260 $89,214,927 $ 16,821,396 $2,464,210,090
=========== =========== ============ ==============
</TABLE>
<PAGE> 18
<TABLE>
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN APPENDIX A
PAGE 4 OF 4
ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED MARCH 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ANHEUSER-BUSCH SHORT-TERM MEDIUM-TERM EQUITY MANAGED
COMPANIES, INC. FIXED INCOME FIXED INCOME INDEX BALANCED
STOCK FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 56,239,131 $ 934,830 $ 2,369,554 $ 16,634,437 $ 1,670,801
Employer 4,569,194 -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total contributions 60,808,325 934,830 2,369,554 16,634,437 1,670,801
Investment income:
Interest 1,622,339 1,436,593 2,896,665 5,305,433 120
Dividends 38,905,478 -- -- -- --
Net realized and unrealized
appreciation in fair
value of investments 1,048,963,294 1,148,887 114,341 45,686,098 2,004,553
-------------- ----------- ----------- ------------ -----------
Total additions 1,150,299,436 3,520,310 5,380,560 67,625,968 3,675,474
-------------- ----------- ----------- ------------ -----------
Deductions from net assets attributed to:
Distributions to participants 158,224,057 7,902,458 5,951,000 23,801,297 1,289,091
Interest expense 20,292,030 -- -- -- --
Administrative expenses 30,996 -- -- -- --
-------------- ----------- ----------- ------------ -----------
Total deductions 178,547,083 7,902,458 5,951,000 23,801,297 1,289,091
-------------- ----------- ----------- ------------ -----------
Net transfers (out) in (13,247,324) 2,735,329 (2,413,697) 13,571,779 (144,437)
-------------- ----------- ----------- ------------ -----------
Net increase (decrease) 958,505,029 (1,646,819) (2,984,137) 57,396,450 2,241,946
Net assets available for benefits:
Beginning of year 1,521,243,386 23,983,370 48,360,569 244,609,595 21,318,878
-------------- ----------- ----------- ------------ -----------
End of year $2,479,748,415 $22,336,551 $45,376,432 $302,006,045 $23,560,824
============== =========== =========== ============ ===========
<CAPTION>
INDEX EARTHGRAINS
BALANCED PARTICIPANT COMPANY
FUND LOANS STOCK FUND TOTAL
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $ 1,453,067 $ -- $ -- $ 79,301,820
Employer -- -- -- 4,569,194
----------- ----------- ----------- --------------
Total contributions 1,453,067 -- -- 83,871,014
Investment income:
Interest -- 7,388,292 118 18,649,560
Dividends -- -- 209,769 39,115,247
Net realized and unrealized
appreciation in fair
value of investments 3,289,062 -- 1,575,592 1,102,781,827
----------- ----------- ----------- --------------
Total additions 4,742,129 7,388,292 1,785,479 1,244,417,648
----------- ----------- ----------- --------------
Deductions from net assets attributed to:
Distributions to participants 2,660,475 3,023,381 4,505,220 207,356,979
Interest expense -- -- -- 20,292,030
Administrative expenses -- -- -- 30,996
----------- ----------- ----------- --------------
Total deductions 2,660,475 3,023,381 4,505,220 227,680,005
----------- ----------- ----------- --------------
Net transfers (out) in 2,680,602 (408,000) (3,298,563) (524,311)
----------- ----------- ----------- --------------
Net increase (decrease) 4,762,256 3,956,911 (6,018,304) 1,016,213,332
Net assets available for benefits:
Beginning of year 21,599,221 83,211,937 35,570,828 1,999,897,784
----------- ----------- ----------- --------------
End of year $26,361,477 $87,168,848 $29,552,524 $3,016,111,116
=========== =========== =========== ==============
</TABLE>
