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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 1-7823
ANHEUSER-BUSCH COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 43-1162835
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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COMMON STOCK--$1 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
6 1/2% DEBENTURES DUE JANUARY 1, 2028 NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant.
$38,782,498,869 AS OF FEBRUARY 28, 2001
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
$1 PAR VALUE COMMON STOCK 897,348,540 SHARES AS OF MARCH 9, 2001
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for the Year
Ended December 31, 2000............................... PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for Annual
Meeting of Shareholders on April 25, 2001............. PART III and PART IV
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PART I
ITEM 1. BUSINESS
Anheuser-Busch Companies, Inc. (the "Company") is a Delaware corporation
that was organized in 1979 as the holding company parent of Anheuser-Busch,
Incorporated ("ABI"), a Missouri corporation whose origins date back to 1875.
In addition to ABI, which is the world's largest brewer of beer, the Company is
also the parent corporation to a number of subsidiaries that conduct various
other business operations. The Company's operations are comprised of the
following business segments: domestic beer, international beer, packaging,
entertainment and other. Financial information with respect to the Company's
business segments appears in Note 14, "Business Segments," on pages
54-55 of the 2000 Annual Report to Shareholders, which Note hereby is
incorporated by reference.
Domestic beer volume was 98.3 million barrels in 2000 as compared with 95.7
million barrels in 1999. Worldwide sales of the Company's beer brands
aggregated 105.6 million barrels in 2000 as compared with 102.9 million barrels
in 1999 and accounted for approximately 81% of the Company's consolidated net
sales dollars in 2000, 82% in 1999 and 80% in 1998. Worldwide beer volume is
comprised of domestic and international volume. Domestic volume represents
Anheuser-Busch brands produced and shipped within the United States including
Puerto Rico and the Caribbean. International volume represents Anheuser-Busch
brands produced overseas by Company-owned breweries and under license and
contract brewing agreements, plus exports from the Company's U.S. breweries to
markets around the world. Total volume includes worldwide Anheuser-Busch brand
volume combined with the Company's pro rata share of the volume of
international equity partner, Grupo Modelo, S.A. de C.V. In 1999, total volume
included the Company's pro rata share of the volume of international equity
partner, Companhia Antarctica Paulista for the first six months. Total beer
volume was 121.3 million barrels and 118.0 million barrels in 2000 and 1999,
respectively.
DOMESTIC BEER OPERATIONS
The Company's principal product is beer, produced and distributed by its
subsidiary, ABI, in a variety of containers primarily under the brand names
Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice Light, Michelob, Michelob
Light, Michelob Golden Draft, Michelob Golden Draft Light, Michelob Black & Tan
Lager, Michelob Amber Bock, Michelob Honey Lager, Michelob Hefe-Weizen, Busch,
Busch Light, Busch Ice, Natural Light, Natural Ice, King Cobra, Red Wolf Lager,
ZiegenBock Amber, Hurricane Malt Liquor, Hurricane Ice, Pacific Ridge Ale, and
Tequiza. ABI's products also include three non-alcohol malt beverages,
O'Doul's, Busch NA, and O'Doul's Amber. During 2000 ABI introduced "Doc" Otis
Lemon, "Doc" Otis Apple, Killarney's, Tequiza Extra and Michelob Marzen and
discontinued Devon's Shandy, Rhumba, Tequiza Extra, Azteca, Michelob Pale Ale,
Michelob Classic Dark, and Michelob Dry. The Company brews Kirin Light, Kirin
Lager, and Kirin-Ichiban through a joint venture agreement with Kirin Brewing
Company, Ltd. of Japan for sale in the United States. ABI owns a 26% equity
interest in Seattle-based Redhook Ale Brewery, Inc. Through this alliance,
Redhook products are distributed by many ABI wholesalers and exclusively by ABI
wholesalers in all new U.S. markets entered by Redhook since 1994. ABI also
owns a 36% interest in Portland-based Widmer Brothers Brewing Company. Widmer
products are distributed by many ABI wholesalers and exclusively by ABI
wholesalers in all new U.S. markets entered by Widmer since 1997.
Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice Light, Michelob, Michelob
Light, Michelob Black & Tan Lager, Michelob Golden Draft, Michelob Golden Draft
Light, Michelob Amber Bock, Michelob Honey Lager, Michelob Hefe-Weizen, Busch,
Busch Light, Natural Light, Natural Ice, Red Wolf Lager, ZiegenBock Amber,
Kirin-Ichiban, O'Doul's, O'Doul's Amber, "Doc" Otis Lemon, Killarney's, Widmer
beer products, and Redhook Ales are sold in both draught and packaged form.
Busch Ice, King Cobra, Michelob Marzen, Hurricane Malt Liquor, Tequiza,
Hurricane Ice, Kirin Lager, Kirin Light, and Busch NA are sold only in packaged
form. "Doc" Otis Apple and Pacific Ridge Ale are sold only in draught form.
Budweiser, Bud Light, Bud Ice, Bud Ice Light, Michelob, Michelob Light,
Michelob Amber Bock, Tequiza, Natural Light, Natural Ice, O'Doul's Amber,
O'Doul's, "Doc" Otis Lemon, and Michelob Hefe-Weizen are distributed and sold
on a nationwide basis. Busch, Busch Light, Michelob Honey Lager, and Redhook
Ales are sold in 49 states; Michelob Marzen in 48 states; Michelob Black & Tan
Lager in 47 states; Bud Dry in 46 states; King Cobra, Red Wolf Lager, and Busch
NA in 45 states; Hurricane Malt Liquor, Killarney's and Kirin Lager in 43
states; Kirin-Ichiban in 42 states; Kirin Light in 27 states; Busch Ice in 22
states; Widmer beer products in 18 states; Michelob Golden Draft and Michelob
Golden Draft Light in 9 states; "Doc" Otis Apple in 4 states; Pacific Ridge Ale
in 2 states; Hurricane Ice and ZiegenBock Amber in 1 state.
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ABI has developed a system of twelve breweries, strategically located
across the country, to economically serve its distribution system. (See Item 2
of Part I--Properties.) Ongoing modernization programs at the Company's
breweries are part of ABI's overall strategic initiatives. By using controlled
environment warehouses and stringent inventory monitoring policies, the quality
and freshness of the product are protected, thus providing ABI a significant
competitive advantage.
During 2000 approximately 95% of the beer sold by ABI, measured in barrels,
reached retail channels through nearly 700 independent wholesalers. ABI
utilizes its regional vice-presidents, sales directors, key account and market
managers, as well as certain other field sales personnel, to provide
merchandising and sales assistance to its wholesalers. In addition, ABI
provides national and local media advertising, point-of-sale advertising, and
sales promotion programs to help stimulate sales. The remainder of ABI's
domestic beer sales in 2000 were made through twelve branches which perform
similar sales, merchandising, and delivery services as wholesalers in their
respective areas; these branches are owned and operated by the Company or
direct or indirect subsidiaries of the Company. ABI's peak selling periods are
the second and third quarters.
There are more than 100 companies engaged in the highly competitive brewing
industry in the United States. ABI's domestic beers are distributed and sold in
competition with other nationally distributed beers, with locally and
regionally distributed beers and with imported beers. Although the methods of
competition in the industry vary widely, in part due to differences in
applicable state laws, the principal methods of competition are product
quality, taste and freshness, packaging, price, advertising (including
television, radio, sponsorships, billboards, stadium signs, and print media),
point-of-sale materials, and service to retail customers (including the
replacement of over-age products with fresh products at no cost to the
retailer). ABI's beers compete in different price categories. Although all
brands compete against the total market, Budweiser, Bud Light, Bud Dry, Bud
Ice, Bud Ice Light, Michelob Golden Draft, and Michelob Golden Draft Light
compete primarily with premium priced beers. Busch, Busch Light, Natural
Light, Busch Ice, and Natural Ice compete with the sub-premium or popular
priced beers. King Cobra, Hurricane Malt Liquor, and Hurricane Ice compete
against other brands in the malt liquor segment. Michelob, Michelob Light,
Michelob Amber Bock, Kirin Lager, Kirin Light, Kirin-Ichiban, Michelob Honey
Lager, Michelob Black & Tan Lager, Tequiza, Red Wolf Lager, ZiegenBock Amber,
Michelob Hefe-Weizen, Pacific Ridge Ale, "Doc" Otis Lemon, "Doc" Otis Apple,
Killarney's, Michelob Marzen, the Redhook products, and Widmer beer products
compete primarily in the above premium beers segment of the malt beverage
market. O'Doul's and O'Doul's Amber (premium priced) and Busch NA (sub-premium
priced) compete in the non-alcohol malt beverage category. Since 1957, ABI has
led the United States brewing industry in total sales volume. In 2000, its
sales exceeded those of its nearest competitor by more than 57 million barrels.
ABI's domestic market share (excluding exports) for 2000 was 48.4%. Including
exports, ABI's share of U.S. shipments for 2000 was 48.3%. Major competitors in
the United States brewing industry during 2000 included Philip Morris, Inc.
(through its subsidiary Miller Brewing Co.), Adolph Coors Co., and Pabst
Brewery Co.
The Company's wholly-owned subsidiary, Busch Agricultural Resources, Inc.
("BARI"), operates rice milling and research facilities in Arkansas and
California; twelve grain elevators in the western and midwestern United States;
barley seed processing plants in Fairfield, Montana, Idaho Falls, Idaho, and
Powell, Wyoming; and a barley research facility in Ft. Collins, Colorado. BARI
also owns and operates malt plants in Manitowoc, Wisconsin, Moorhead,
Minnesota, and Idaho Falls, Idaho. In 2000, BARI sold its seed processing
facility in Moorhead, Minnesota. Through wholly-owned subsidiaries, BARI
operates land application farms in Jacksonville, Florida and Fort Collins,
Colorado; hop farms in Bonners Ferry, Idaho and Huell, Germany; and
international offices in Mar del Plata, Argentina and Winnipeg, Canada.
Another wholly-owned subsidiary, Wholesaler Equity Development Corporation,
shares equity positions with qualified partners in independent beer
wholesalerships and is currently invested in 7 wholesalerships.
INTERNATIONAL BEER OPERATIONS
International beer volume was 7.3 million barrels in 2000, compared with
7.2 million barrels in 1999. Anheuser-Busch International, Inc. ("ABII"), a
wholly-owned subsidiary of the Company, oversees the marketing and sale of
Budweiser and other ABI brands outside the U.S., operates breweries in the
United Kingdom (U.K.) and China, negotiates and administers license and
contract brewing agreements on behalf of ABI with various foreign brewers and
negotiates and manages equity investments in foreign brewing partners. In
addition, ABI's beer products are
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being sold under import-distribution agreements in more than 80 countries and
U.S. territories and to the U.S. military and diplomatic corps outside the
continental United States.
Through Anheuser-Busch Europe Limited ("ABEL"), an indirect, wholly-owned
subsidiary of the Company, certain ABI beer brands are marketed, distributed
and sold in twenty-nine European countries. In the U.K., ABEL sells Budweiser,
Bud Ice, Michelob, and Michelob Golden Draft brands to selected on-premise
accounts, brewers, wholesalers and directly to off-premise accounts. Budweiser
is brewed and packaged at the Stag Brewery near London, England which is
managed and operated by ABEL. Michelob and Michelob Golden Draft continue to be
imported into the U.K. by ABEL.
In Canada, Budweiser and Bud Light are brewed and sold through a license
agreement with Labatt Brewing Co. In Japan, Budweiser is brewed and sold
through a license agreement with Kirin Brewery Company, Limited. Budweiser is
also brewed under license and sold by brewers in Korea (Oriental Brewery Co.,
Ltd.), the Republic of Ireland and Northern Ireland (Guinness Ireland Limited),
Italy (Birra Peroni Industriale) and the Philippines (Asia Brewery,
Incorporated). Budweiser is brewed, packaged and distributed on a non-exclusive
basis in Spain by Sociedad Anonima Damm, one of the largest brewers in Spain,
under a contract brewing agreement with ABII. The Company has a partnership
with Brasseries Kronenbourg, the leading brewer in France, for sale and
distribution of Bud in France.
In 1995, the Company formed an alliance with Compania Cervecerias Unidas
S.A. ("CCU"), the leading Chilean brewer. Under the terms of the alliance, a
subsidiary of CCU in Argentina ("CCU-Argentina") brews and distributes
Budweiser under license in Argentina and Uruguay, and under contract for sale
in Paraguay, Chile and Brazil. CCU also distributes Budweiser in Chile. The
Company has a direct and indirect ownership interest of approximately 26% of
CCU-Argentina. In the first quarter 2001, the Company purchased approximately
18.5% of CCU.
In 1995, the Company purchased an initial 80% equity interest in a joint
venture, renamed the Budweiser Wuhan International Brewing Company, Ltd., that
owns and operates a brewery in Wuhan, the fifth-largest city in China. This
ownership interest has subsequently increased to 91.8%. The Company also owns a
5% equity interest in Tsingtao Brewery Company, Ltd., a leading Chinese brewer.
In 1993, Anheuser-Busch purchased a 17.7% direct and indirect equity
interest in Grupo Modelo's operating subsidiary, Diblo, for $477 million. In
May 1997, the Company increased its direct and indirect equity ownership in
Diblo to 37% for an additional $605 million. In September 1998, the Company
completed the purchase of an additional 13.25% of Diblo for $556.5 million,
bringing the Company's total investment to $1.6 billion. The Company now owns a
50.2% direct and indirect interest in Diblo. However, the Company does not have
voting or other effective control in either Grupo Modelo or Diblo.
PACKAGING OPERATIONS
The Company's wholly-owned subsidiary, Metal Container Corporation ("MCC"),
manufactures beverage cans at eight plants and beverage can lids at three
plants for sale to ABI, U.S. soft drink customers and Grupo Modelo. (See Item 2
of Part 1--Properties). Another wholly-owned subsidiary of the Company,
Anheuser-Busch Recycling Corporation ("ABRC"), recycles aluminum cans at its
plant in Hayward, California, for conversion into new can sheet. The Company's
wholly-owned subsidiary, Precision Printing and Packaging, Inc. ("PPPI"),
manufactures metalized and paper labels at its plant in Clarksville, Tennessee.
Eagle Packaging, Inc. ("EPI") manufactures and sells crown and closure liner
materials.
The Company is in the process of completing the construction of a glass
manufacturing plant near Houston, Texas. This plant is owned and operated by a
limited partnership of the Company known as Longhorn Glass Manufacturing, L.P.
The plant is scheduled to begin operations in Summer 2001 at which time it will
produce amber bottles for the Company's nearby Houston brewery.
FAMILY ENTERTAINMENT
The Company is active in the family entertainment field, primarily through
its wholly-owned subsidiary, Busch Entertainment Corporation ("BEC"), which
currently owns, directly and through subsidiaries, nine theme parks.
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BEC operates Busch Gardens theme parks in Tampa, Florida and Williamsburg,
Virginia, and SeaWorld theme parks in Orlando, Florida, San Antonio, Texas, and
San Diego, California. BEC operates water park attractions in Tampa, Florida
(Adventure Island), Williamsburg, Virginia (Water Country, U.S.A.), and
Langhorne, Pennsylvania (Sesame Place). In 2000, BEC opened Discovery Cove in
Orlando, Florida, a reservations only attraction offering interaction with
marine animals. BEC sold the assets of SeaWorld Cleveland to Six Flags, Inc. in
February 2001 at which time the park ceased operations as SeaWorld. Due to the
seasonality of the theme park business, BEC experiences higher revenues in the
second and third quarters than in the first and fourth quarters.
Through a Spanish affiliate, the Company also owns a 16.3% equity interest
in Port Aventura, S.A., which is a theme park near Barcelona, Spain.
The Company faces competition in the family entertainment field from other
theme and amusement parks, public zoos, public parks, and other family
entertainment events and attractions.
OTHER
Through its wholly-owned subsidiary, Busch Properties, Inc. ("BPI"), the
Company is engaged in the business of real estate development. BPI also owns
and operates The Kingsmill Resort and Conference Center in Williamsburg,
Virginia.
Through other wholly-owned subsidiaries, the Company owns and operates a
marketing communications business (Busch Creative Services Corporation) and a
transportation service business (Manufacturers Railway Co.).
SOURCES AND AVAILABILITY OF RAW MATERIALS
The products manufactured by the Company require a large volume of various
agricultural products, including barley for malt; hops, malt, rice, and corn
grits for beer; and rice for the rice milling and processing operations of
BARI. The Company fulfills its commodities requirements through purchases from
various sources, including purchases from its subsidiaries, through contractual
arrangements, and through purchases on the open market. The Company believes
that adequate supplies of the aforementioned agricultural products are
available at the present time, but cannot predict future availability or prices
of such products and materials. The commodity markets have experienced and will
continue to experience price fluctuations. The price and supply of raw
materials will be determined by, among other factors, the level of crop
production, weather conditions, export demand, and government regulations and
legislation affecting agriculture.
ENERGY MATTERS
The Company uses natural gas, fuel oil and coal as its primary fuel
materials.
Supplies of fuel and electricity in quantities sufficient to meet ABI's
requirements are expected to be available on a year-round basis during 2001.
The cost of fuel and electricity used by ABI increased in 2000 and is expected
to increase in 2001.
Based upon information presently available, there can be no assurance that
adequate supplies of fuel and electricity will always be available to the
Company. In the event of a supply disruption, the Company's sales and earnings
could be adversely affected. However, where applicable, the Company does have
alternate fuel capability and limited electric generation to ensure continued
operation of essential processes.
BRAND NAMES AND TRADEMARKS
Some of the Company's major brand names used in its principal business
segments are mentioned in the discussion above. The Company regards consumer
recognition of and loyalty to all of its brand names and trademarks as
extremely important to the long-term success of its principal business
segments.
RESEARCH AND DEVELOPMENT
The Company is involved in a number of research activities relating to the
development of new products or services or the improvement of existing products
or services. The dollar amounts expended by the Company during
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the past three years on such research activities and the number of employees
engaged full time therein during such period, however, are not considered to be
material in relation to the total business of the Company.
ENVIRONMENTAL PROTECTION
All of the Company's facilities are subject to federal, state, and local
environmental protection laws and regulations, and the Company is operating
within existing laws and regulations or is taking action aimed at assuring
compliance therewith. Various proactive strategies are utilized to help assure
this compliance. Compliance with such laws and regulations is not expected to
materially affect the Company's capital expenditures, earnings, or competitive
position. The Company has devoted considerable effort to research, development
and engineering of cost effective innovative systems to minimize effects on the
environment from its operating facilities.
These projects, coupled with the Company's Environmental Management System
and an overall Company emphasis on pollution prevention and resource
conservation initiatives, are improving efficiencies and creating saleable
by-products from residuals. They have generally resulted in low cost operating
systems while reducing impact to air, water, and land.
ENVIRONMENTAL PACKAGING LAWS AND REGULATIONS
The states of California, Connecticut, Delaware, Iowa, Maine,
Massachusetts, Michigan, New York, Oregon, and Vermont have adopted certain
restrictive packaging laws and regulations for beverages that require deposits
on packages. ABI continues to do business in these states. Such laws have not
had a significant effect on ABI's sales, but have had a significant adverse
impact on beer industry growth and are considered by the Company to be
inflationary, costly, and inefficient for recycling packaging materials.
Congress and a number of additional states continue to consider similar
legislation, the adoption of which by Congress or a substantial number of
states or additional local jurisdictions might require the Company to incur
significant capital expenditures to comply.
NUMBER OF EMPLOYEES
As of December 31, 2000, the Company had 23,725 full-time employees.
As of December 31, 2000, approximately 7,700 employees were represented by
the International Brotherhood of Teamsters. Seventeen other unions represented
approximately 1,000 employees. The labor agreement between ABI and the Brewery
and Soft Drink Workers Conference of the International Brotherhood of
Teamsters, which represents the majority of brewery workers, was scheduled to
expire on February 28, 1998; it was extended to March 29, 1998 while the
parties continued to negotiate a new agreement. Talks with the Teamsters
reached impasse, and as a result, the Company implemented its final contract
offer on September 21, 1998. The National Labor Relations Board has determined
that the Company's bargaining and implementation of its final offer did not
violate federal labor law.
The national contract offer was ratified in a vote in August 1999. At that
time 11 of 24 local supplements had been approved. By June 2000, all local
units except for two were approved and on October 27, 2000 the Company was
notified by officials of the International Brotherhood of Teamsters that the
remaining locals had ratified their local supplements. The agreement, which
would expire on February 29, 2004, will be finalized if the parties resolve
National Labor Relations Board charges and other litigation as required by the
Company's offer. If the National Labor Relations Board charges and other
litigation are not resolved, then the terms of the implemented final offer will
remain in place. That offer is for a contract which would expire on February
23, 2003.
The Company considers its employee relations to be good.
ITEM 2. PROPERTIES
ABI has twelve breweries in operation at the present time, located in St.
Louis, Missouri; Newark, New Jersey; Los Angeles and Fairfield, California;
Jacksonville, Florida; Houston, Texas; Columbus, Ohio; Merrimack,
New Hampshire; Williamsburg, Virginia; Baldwinsville, New York; Fort Collins,
Colorado; and Cartersville, Georgia. Title to the Baldwinsville, New York
brewery is held by the Onondaga County Industrial Development Agency ("OCIDA")
pursuant to a Sale and Agency Agreement with ABI, which enabled OCIDA to issue
tax exempt pollution control and industrial development revenue notes and bonds
to finance a portion of the cost of the purchase and modification of the
brewery. The brewery is not pledged or mortgaged to secure any of the notes or
bonds, and
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the Sale and Agency Agreement with OCIDA gives ABI the unconditional right to
require at any time that title to the brewery be transferred to ABI. ABI's
breweries operated at approximately 96% of capacity in 2000; during the peak
selling periods (second and third quarters), they operated at maximum capacity.
The Company also owns a 91.8% equity interest in a joint venture that owns and
operates a brewery in Wuhan, China. The Company also leases and operates the
Stag Brewery near London, England.
The Company, through wholly-owned subsidiaries, operates malt plants in
Manitowoc, Wisconsin, Moorhead, Minnesota, and Idaho Falls, Idaho; rice mills
in Jonesboro, Arkansas and Woodland, California; a hop farm in Bonners Ferry,
Idaho; can manufacturing plants in Jacksonville, Florida, Columbus, Ohio,
Arnold, Missouri, Windsor, Colorado, Newburgh, New York, Ft. Atkinson,
Wisconsin, Rome, Georgia, and Mira Loma, California; can lid manufacturing
plants in Gainesville, Florida, Oklahoma City, Oklahoma, and Riverside,
California; a crown and closure liner material plant in Bridgeton, Missouri;
and a packaging materials recycling plant in Hayward, California.
BEC operates its principal family entertainment facilities in Tampa,
Florida; Williamsburg, Virginia; San Diego, California; Orlando, Florida; and
San Antonio, Texas. The Tampa facility is 265 acres, Williamsburg is 364 acres,
San Diego is 182 acres, Orlando is 284 acres, and the San Antonio facility is
496 acres.
Except for the Baldwinsville brewery, the can manufacturing plants in
Newburgh, New York and Rome, Georgia, the SeaWorld park in San Diego,
California, the Stag Brewery, and the brewery in Wuhan, China, all of the
Company's principal properties are owned in fee. The lease for the land used by
the SeaWorld park in San Diego, California expires in 2048. The Company leases
the Stag Brewery from Scottish Courage, Ltd. In 1995, the joint venture that
operates the brewery in Wuhan was granted the right to use the property for a
period of 50 years from the appropriate governmental authorities. The Company
also leases a bottling line at its brewery in Cartersville, Georgia and a can
manufacturing plant in Rome, Georgia. The Company considers its buildings,
improvements, and equipment to be well maintained and in good condition,
irrespective of dates of initial construction, and adequate to meet the
operating demands placed upon them. The production capacity of each of the
manufacturing facilities is adequate for current needs and, except as described
above, substantially all of each facility's capacity is utilized.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending or threatened litigation, the
outcome of which would be expected to have a material adverse effect upon its
financial condition or its operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter ended December
31, 2000.
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EXECUTIVE OFFICERS OF THE REGISTRANT
AUGUST A. BUSCH III (age 63) is presently Chairman of the Board and
President, and a Director of the Company and has served in such capacities
since 1977, 1974, and 1963, respectively. Since 1979 he has also served as
Chairman of the Board of the Company's subsidiary, Anheuser-Busch, Incorporated
and also previously served as its Chief Executive Officer (1979-July 2000).
PATRICK T. STOKES (age 58) is presently Senior Executive Vice President and
a Director of the Company and has served in such capacities since July 2000 and
April 2000, respectively. He previously served as Vice President and Group
Executive of the Company since 1981. He is also presently Chief Executive
Officer and President of the Company's subsidiary, Anheuser-Busch,
Incorporated, and has served in such capacities since July 2000 and 1990
respectively, and Chairman of the Board of the Company's subsidiary,
Anheuser-Busch International, Inc., and has served in such capacity since 1999.
JOHN H. PURNELL (age 59) is presently Executive Vice President of the
Company and has served in such capacity since 1999; he will retire from this
position on March 31, 2001. He previously served as Vice President and Group
Executive of the Company (1991-1998). He also previously served as Chairman of
the Board of the Company's subsidiary, Anheuser-Busch International, Inc.
(1980-November 1999), and as its Chief Executive Officer (1991-1998).
W. RANDOLPH BAKER (age 54) is presently Vice President and Chief Financial
Officer of the Company and has served in such capacity since 1996. He
previously served as Vice President and Group Executive of the Company
(1982-1996).
STEPHEN K. LAMBRIGHT (age 58) is presently Group Vice President and General
Counsel of the Company and has served in such capacity since 1997. He
previously served as Vice President and Group Executive of the Company
(1984-1997).
ALOYS H. LITTEKEN (age 60) is presently Vice President-Corporate
Engineering of the Company and has served in such capacity since 1981.
DONALD W. KLOTH (age 59) is presently Vice President and Group Executive of
the Company and has served in such capacity since 1994. He is also Chairman of
the Board and Chief Executive Officer of the Company's subsidiary, Busch
Agricultural Resources, Inc., and has served in such capacity since 1994.
JOHN E. JACOB (age 66) is presently Executive Vice President and Chief
Communications Officer, and a Director of the Company and has served in such
capacities since 1994 and 1990, respectively.
GERHARDT A. KRAEMER (age 68) is presently Senior Vice President-World
Brewing and Technology and has served in such capacity since 1996. During the
past five years, he also served as Vice President-Brewing of the Company's
subsidiary, Anheuser-Busch, Incorporated (1985-1996).
THOMAS W. SANTEL (age 42) is presently Vice President-Corporate Development
of the Company and has served in such capacity since 1996. During the past five
years, he also served as Director of Corporate Development (1994-1996).
STEPHEN J. BURROWS (age 49) is presently Vice President-International
Operations of the Company and has served in such capacity since 1999. He
previously served as Vice President-International Marketing of the Company
(1992-1998). He is also presently Chief Executive Officer and President of the
Company's subsidiary, Anheuser-Busch International, Inc. and has served as
Chief Executive Officer since 1999 and as President since 1994. During the past
five years, he also served as Chief Operating Officer of Anheuser-Busch
International, Inc. (1994-1998).
VICTOR G. ABBEY (age 45) is presently Chairman of the Board and President
of the Company's subsidiary, Busch Entertainment Corporation and has served in
such capacities since March 2000. During the past five years, he also served as
Executive Vice President and General Manager of the SeaWorld theme park in
Orlando, Florida (1997-February, 2000), and Executive Vice President and
General Manager of the SeaWorld theme park in Cleveland, Ohio (1995-1997).
7
9
AUGUST A. BUSCH IV (age 36) is presently Vice President and Group Executive
of the Company and has served in such capacity since August 2000. He is also
presently Vice President-Marketing and Wholesale Operations of the Company's
subsidiary, Anheuser-Busch, Incorporated and has served in such capacity since
August 2000, and had previously served as its Vice President-Marketing
(1996-2000) and Vice President-Brand Management (1994-1996).
MARK T. BOBAK (age 41) is presently Vice President-Corporate Human
Resources of the Company and has served in such capacity since August 2000. He
had previously served as Vice President and Deputy General Counsel of the
Company (1998-July 2000) and Vice President-Litigation (1996-1998) of the
Company.
JOSEPH P. SELLINGER (age 55) is presently Vice President and Group
Executive of the Company and has served in such capacity since December 2000.
He is also presently Chairman, Chief Executive Officer and President of the
Company's direct subsidiaries, Anheuser-Busch Recycling Corporation, Metal
Container Corporation, Eagle Packaging, Inc. and of the Company's indirect
subsidiary, Precision Printing and Packaging, Inc. and has served in all such
capacities since December 2000. He had previously served as Vice
President-Operations of the Company's subsidiary, Anheuser-Busch, Incorporated
(1992-December 2000).
PART II
The information required by Items 5, 6, 7, and 8 of this Part II are hereby
incorporated by reference from pages 25 through 59 of the Company's 2000 Annual
Report to Shareholders.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item with respect to Directors is hereby
incorporated by reference from pages 6 through 8 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on April 25, 2001. The
information required by this Item with respect to Executive Officers is
presented on pages 7 and 8 of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by reference
from page 10 and pages 24 through 30 of the Company's Proxy Statement for the
Annual Meeting of Shareholders on April 25, 2001.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is hereby incorporated by reference
from pages 9 and 10 of the Company's Proxy Statement for the Annual Meeting of
Shareholders on April 25, 2001.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by reference
from pages 30 and 31 of the Company's Proxy Statement for the Annual Meeting of
Shareholders on April 25, 2001.
8
10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
1. FINANCIAL STATEMENTS: PAGE
----
Consolidated Balance Sheet at December 31, 2000 and 1999 40*
Consolidated Statement of Income for the three years ended
December 31, 2000 41*
Consolidated Statement of Changes in Shareholders Equity for the three
years ended December 31, 2000 42*
Consolidated Statement of Cash Flows for the three years ended December
31, 2000 43*
Notes to Consolidated Financial Statements 44-55*
Report of Independent Accountants 39*
*Incorporated herein by reference from the indicated pages of the 2000
Annual Report to Shareholders.
2. FINANCIAL STATEMENT SCHEDULE:
Report of Independent Accountants on Financial Statement Schedule F-1
For the three years ended December 31, 2000:
Schedule VIII--Valuation and Qualifying Accounts and Reserves F-2
3. EXHIBITS:
Exhibit 3.1 -- Restated Certificate of Incorporation (Incorporated by
reference to Exhibit 3.1 to Form 10-K for the fiscal year
ended December 31, 1999).
Exhibit 3.2 -- By-Laws of the Company (as amended and restated
December 16, 1998). (Incorporated by reference to Exhibit 3.2
to Form 10-K for the fiscal year ended December 31, 1998).
Exhibit 4.1 -- Form of Rights Agreement, dated as of October 26, 1994
between Anheuser-Busch Companies, Inc. and Boatmen's Trust
Company (Incorporated by reference to Exhibit 4.1 to Form 10-K
for the fiscal year ended December 31, 1999).
Exhibit 4.2 -- Letter Agreement dated March 19, 1998 between
Anheuser-Busch Companies, Inc., Boatmen's Trust Company,
and ChaseMellon Shareholder Services, L.L.C. amending the
Form of Rights Agreement filed as Exhibit 4.1 of this
report. (Incorporated by reference to Exhibit 4.2 to
Form 10-K for the fiscal year ended December 31, 1998).
Exhibit 4.3 -- Indenture dated as of August 1, 1995 between the
Company and The Chase Manhattan Bank, as Trustee (Incorporated
by reference to Exhibit 4.1 in the Form S-3 of the
Company, Registration Statement No. 33-60885.) (Other
indentures are not filed, but the Company agrees to
furnish copies of such instruments to the Securities
and Exchange Commission upon request.)
Exhibit 4.4 -- Credit Agreement dated as of June 30, 2000 among the Company, ABI
and The Chase Manhattan Bank, as Administrative Agent.
Exhibit 10.1 -- Anheuser-Busch Companies, Inc. Deferred Compensation Plan for
Non-Employee Directors amended and restated as of March 1,
2000 (Incorporated by reference to Exhibit 10.1 to Form
10-K for the fiscal year ended December 31, 1999).*
9
11
Exhibit 10.2 -- Anheuser-Busch Companies, Inc. Non-Employee Director
Elective Stock Acquisition Plan amended and restated as
of March 1, 2000 (Incorporated by reference to Exhibit
10.2 to Form 10-K for the fiscal year ended December
31, 1999).*
Exhibit 10.3 -- Anheuser-Busch Companies, Inc. Stock Plan for
Non-Employee Directors as amended.*
Exhibit 10.4 -- Anheuser-Busch Companies, Inc. 1981 Incentive Stock
Option/Non-Qualified Stock Option Plan (As amended
December 18, 1985, December 16, 1987, December 20,
1988, July 22, 1992, September 22, 1993, December 20,
1995, and November 26, 1997.) (Incorporated by
reference to Exhibit 10.3 to Form 10-K for the fiscal
year ended December 31, 1997.)*
Exhibit 10.5 -- Anheuser-Busch Companies, Inc. 1989 Incentive Stock
Plan (As amended December 20, 1989, December 19, 1990,
December 15, 1993, December 20, 1995, and November 26,
1997.) (Incorporated by reference to Exhibit 10.5 to
Form 10-K for the fiscal year ended December 31, 1997.)*
Exhibit 10.6 -- Anheuser-Busch Companies, Inc. 1998 Incentive Stock Plan
as amended (Incorporated by reference to Appendix A to the
Definitive Proxy Statement for Annual Meeting of
Shareholders on April 25, 2001.)*
Exhibit 10.7 -- Anheuser-Busch Companies, Inc. Excess Benefit Plan
amended and restated as of March 1, 2000 (Incorporated by
reference to Exhibit 10.9 to Form 10-K for the fiscal year
ended December 31, 1999).*
Exhibit 10.8 -- Anheuser-Busch Companies, Inc. Supplemental Executive
Retirement Plan amended and restated as of March 1, 2001.*
Exhibit 10.9 -- Anheuser-Busch Executive Deferred Compensation Plan
amended and restated as of January 1, 2001.*
Exhibit 10.10-- Anheuser-Busch 401(k) Restoration Plan amended and
restated as of March 1, 2000 (Incorporated by reference
to Exhibit 10.12 to Form 10-K for the fiscal year ended
December 31, 1999).*
Exhibit 10.11-- Form of Indemnification Agreement with Directors and
Executive Officers (Incorporated by reference to Exhibit
10.13 to Form 10-K for the fiscal year ended December 31,
1999).*
Exhibit 10.12-- Anheuser-Busch Officer Bonus Plan as amended and
restated on November 24, 1999. (Incorporated by reference
to Exhibit A to the Definitive Proxy Statement for Annual
Meeting of Shareholders on April 26, 2000.)*
Exhibit 10.13-- Investment Agreement By and Among Anheuser-Busch
Companies, Inc., Anheuser-Busch International, Inc. and
Anheuser-Busch International Holdings, Inc. and Grupo
Modelo, S.A. de C.V., Diblo, S.A. de C.V. and certain
shareholders thereof, dated as of June 16, 1993
(Incorporated by reference to Exhibit 10.15 to Form
10-K for the fiscal year ended December 31, 1999).
Exhibit 10.14-- Letter agreement between Anheuser-Busch Companies,
Inc. and the Controlling Shareholders regarding Section
5.5 of the Investment Agreement filed as Exhibit 10.13 of
this report (Incorporated by reference to Exhibit 10.16
to Form 10-K for the fiscal year ended December 31, 1999).
Exhibit 12 -- Ratio of Earnings to Fixed Charges.
10
12
Exhibit 13 -- Pages 25 through 59 of the Anheuser-Busch Companies,
Inc. 2000 Annual Report to Shareholders, a copy of
which is furnished for the information of the Securities
and Exchange Commission. Portions of the Annual Report not
incorporated herein by reference are not deemed "filed"
with the Commission.
Exhibit 21 -- Subsidiaries of the Company
Exhibit 23 -- Consent of Independent Accountants, filed as page F-1
of this report.
- --------
* A management contract or compensatory plan or
arrangement required to be filed by Item 14(c) of this
report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the fourth quarter of 2000.
11
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ANHEUSER-BUSCH COMPANIES, INC.
-------------------------------------------------
(Registrant)
By /s/ AUGUST A. BUSCH III
-------------------------------------------------
August A. Busch III
Chairman of the
Board and President
Date: March 28, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ AUGUST A. BUSCH III Chairman of the Board and President and March 28, 2001
-------------------------------------------------- Director (Principal Executive
(August A. Busch III) Officer)
/s/ W. RANDOLPH BAKER Vice President and Chief Financial March 28, 2001
-------------------------------------------------- Officer (Principal Financial Officer)
(W. Randolph Baker)
/s/ JOHN F. KELLY Vice President and Controller March 28, 2001
-------------------------------------------------- (Principal Accounting Officer)
(John F. Kelly)
/s/ BERNARD A. EDISON Director March 28, 2001
--------------------------------------------------
(Bernard A. Edison)
/s/ CARLOS FERNANDEZ G. Director March 28, 2001
--------------------------------------------------
(Carlos Fernandez G.)
/s/ JOHN E. JACOB Director March 28, 2001
--------------------------------------------------
(John E. Jacob)
/s/ JAMES R. JONES Director March 28, 2001
--------------------------------------------------
(James R. Jones)
/s/ CHARLES F. KNIGHT Director March 28, 2001
--------------------------------------------------
(Charles F. Knight)
/s/ VERNON R. LOUCKS, JR. Director March 28, 2001
--------------------------------------------------
(Vernon R. Loucks, Jr.)
12
14
/s/ VILMA S. MARTINEZ Director March 28, 2001
--------------------------------------------------
(Vilma S. Martinez)
/s/ JAMES B. ORTHWEIN Director March 28, 2001
--------------------------------------------------
(James B. Orthwein)
/s/ WILLIAM PORTER PAYNE Director March 28, 2001
--------------------------------------------------
(William Porter Payne)
/s/ JOYCE M. ROCHE Director March 28, 2001
--------------------------------------------------
(Joyce M. Roche)
/s/ PATRICK T. STOKES Director March 28, 2001
--------------------------------------------------
(Patrick T. Stokes)
/s/ ANDREW C. TAYLOR Director March 28, 2001
--------------------------------------------------
(Andrew C. Taylor)
/s/ DOUGLAS A. WARNER III Director March 28, 2001
--------------------------------------------------
(Douglas A. Warner III)
/s/ EDWARD E. WHITACRE, JR. Director March 28, 2001
--------------------------------------------------
(Edward E. Whitacre, Jr.)
13
15
ANHEUSER-BUSCH COMPANIES, INC.
INDEX TO FINANCIAL STATEMENT SCHEDULE
PAGE
----
Report of Independent Accountants on Financial Statement
Schedule.................................................... F-1
Consent of Independent Accountants.......................... F-1
Financial Statement Schedule for the Years 2000, 1999 and
1998:
Valuation and Qualifying Accounts and Reserves (Schedule
VIII)................................................. F-2
All other Financial Statement Schedules are omitted because they are not
applicable or the required information is shown in the Consolidated Financial
Statements and Notes.
Separate financial statements of subsidiaries not consolidated have been
omitted because, in the aggregate, the proportionate shares of their profit
before income taxes and total assets are less than 20% of the respective
consolidated amounts, and investments in such companies are less than 20% of
consolidated total assets.
14
16
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Anheuser-Busch Companies, Inc.
Our audits of the consolidated financial statements referred to in our report
dated February 6, 2001 appearing in the 2000 Annual Report to Shareholders of
Anheuser-Busch Companies, Inc. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, the financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
PricewaterhouseCoopers LLP
St. Louis, Missouri
February 6, 2001
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Forms S-3 (No. 333-71105
and No. 333-3766) and in the Registration Statements on Forms S-8 (No.
2-77829, No. 33-4664, No. 33-36132, No. 33-39714, No. 33-39715, No. 33-46846,
No. 33-53333, No. 33-58221, No. 33-58241, No. 333-67027, No. 333-71309, No.
333-71311, No. 333-88015, and No. 333-50058) of Anheuser-Busch Companies, Inc.
of our report dated February 6, 2001 relating to the consolidated financial
statements, which appears in the Annual Report to Shareholders, which is
incorporated in this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report dated February 6, 2001 relating to
the financial statement schedule, which appears on page F-1 of this Form 10-K.
PricewaterhouseCoopers LLP
St. Louis, Missouri
March 28, 2001
F-1
17
ANHEUSER-BUSCH COMPANIES, INC.
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN MILLIONS)
2000 1999 1998
---- ---- ----
Reserve for doubtful accounts (deducted from related
assets):
Balance at beginning of period.......................... $ 6.4 $ 5.5 $ 4.9
Additions charged to costs and expenses................. 1.8 1.0 1.3
Additions (recoveries of uncollectible accounts
previously written off ).............................. .1 .1 .3
Deductions (uncollectible accounts written off )........ (.1) (.2) (1.0)
------ ------ ------
Balance at end of period................................ $ 8.2 $ 6.4 $ 5.5
====== ====== ======
Deferred income tax asset valuation allowance under FAS 109:
Balance at beginning of period.......................... $ 13.6 $117.0 $ 92.5
Additions to valuation allowance charged to costs and
expenses.............................................. 9.7 3.5 28.1
Deductions from valuation allowance (utilizations and
expirations).......................................... (8.6) (14.1) (3.6)
Reductions due to changes in foreign business
operations............................................ -- (92.8) --
------ ------ ------
Balance at end of period................................ $ 14.7 $ 13.6 $117.0
====== ====== ======
F-2