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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, 2001
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. [ ]
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant.
$44,246,817,824 AS OF FEBRUARY 28, 2002
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 879,119,827 SHARES AS OF MARCH 11, 2002
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for the Year
Ended December 31, 2001............................... PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for Annual
Meeting of Shareholders on April 24, 2002............. PART III
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PART I
ITEM 1. BUSINESS
Anheuser-Busch Companies, Inc. (the "Company") is a Delaware corporation
that was organized in 1979 as the holding company parent of Anheuser-Busch,
Incorporated ("ABI"), a Missouri corporation whose origins date back to 1875.
In addition to ABI, which is the world's largest brewer of beer, the Company
is also the parent corporation to a number of subsidiaries that conduct
various other business operations. 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 15, "Business Segments," on
pages 62-63 of the 2001 Annual Report to Shareholders, which Note hereby is
incorporated by reference.
Domestic beer volume was 99.5 million barrels in 2001 as compared with
98.3 million barrels in 2000. Worldwide sales of the Company's beer brands
aggregated 107.2 million barrels in 2001 as compared with 105.6 million
barrels in 2000 and accounted for approximately 82% of the Company's
consolidated net sales dollars in 2001, 81% in 2000 and 82% in 1999.
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 its international equity partners. Total beer
volume was 124.4 million barrels and 121.3 million barrels in 2001 and 2000,
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,
Michelob Marzen, Busch, Busch Light, Busch Ice, Natural Light, Natural Ice,
King Cobra, Red Wolf Lager, ZiegenBock Amber, Hurricane Malt Liquor,
Hurricane Ice, Pacific Ridge Ale, "Doc's" Hard Lemon, "Doc's" Hard Apple,
Killarney's, and Tequiza. ABI's products also include three non-alcohol malt
beverages, O'Doul's, Busch NA, and O'Doul's Amber. During 2001 ABI introduced
Killarney's Pub Draught and Red Label. 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, "Doc's" Hard Lemon, "Doc's"
Hard Apple, Killarney's, Red Wolf Lager, ZiegenBock Amber, Kirin-Ichiban, Red
Label, O'Doul's, O'Doul's Amber, 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. Killarney's Pub Draught
and Pacific Ridge Ale are sold only in draught form.
Budweiser, Bud Light, Bud Ice, Michelob, Michelob Light, Michelob Amber
Bock, Busch, Busch Light, Natural Light, Natural Ice, Tequiza, Killarney's,
"Doc's" Hard Lemon, O'Doul's, and O'Doul's Amber are distributed and sold on
a nationwide basis. Bud Ice Light and Michelob Honey Lager are sold in 49
states; Michelob Marzen and Redhook Ales in 48 states; Michelob Black & Tan
Lager, Michelob Hefe-Weizen, and Red Wolf Lager in 47 states; Bud Dry, King
Cobra, and Busch NA in 45 states; Kirin-Ichiban and Kirin Lager in 43 states;
Hurricane Malt Liquor in 41 states; Kirin Light in 30 states; Busch Ice in 21
states; Widmer beer products in 19 states; "Doc's" Hard Apple in 15 states;
Michelob Golden Draft and Michelob Golden Draft Light in 9 states;
Killarney's Pub Draught in 6 states; Pacific Ridge Ale in 2 states; Hurricane
Ice, ZiegenBock Amber, and Red Label 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 2001 approximately 94% of the beer sold by ABI, measured in
barrels, reached retail channels through more than 600 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 sales strategic planning and merchandising 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 2001 were made through
thirteen 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, Red Label, "Doc's" Hard
Lemon, "Doc's" Hard Apple, Killarney's, Killarney's Pub Draught, 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 2001, its sales exceeded
those of its nearest competitor by more than 60 million barrels. ABI's
domestic market share (excluding exports) for 2001 was 48.8%. Major
competitors in the United States brewing industry during 2001 included Philip
Morris, Inc. (through its subsidiary Miller Brewing Co.), Adolph Coors Co.,
and Pabst Brewery Co.
The Company has also entered the alternative beverage segment with its
energy drink "180". 180 is distributed and sold on a nationwide basis and is
available in single eight-ounce slim-line cans.
The Company's wholly-owned subsidiary, Busch Agricultural Resources, Inc.
("BARI"), operates rice milling 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; a barley research facility in Ft. Collins, Colorado; and a rice
research facility in California. BARI also owns and operates malt plants in
Manitowoc, Wisconsin, Moorhead, Minnesota, and Idaho Falls, Idaho. 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 an office in 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 7.7 million barrels in 2001, compared with
7.3 million barrels in 2000. 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, Bud Ice, and Michelob are brewed and packaged at the Stag
Brewery near London, England which is managed and operated by ABEL. Michelob
Golden Draft continues 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 Spain (Sociedad Anonima Damm).
A license agreement to brew Budweiser with Asia Brewery, Incorporated in the
Philippines will be terminated during the first half or early in the second
half of 2002. 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 under contract for sale in
Paraguay, Uruguay, Chile and Brazil. CCU also distributes Budweiser in Chile.
The Company has a direct and indirect ownership interest of approximately 29%
of CCU-Argentina. During the first six months of 2001, the Company purchased
approximately 20% 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 97%. 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 packaging operations are handled through the following
wholly-owned subsidiaries of the Company: 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); Anheuser-Busch Recycling Corporation
("ABRC"), recycles aluminum cans at its plant in Hayward, California;
Precision Printing and Packaging, Inc. ("PPPI"), manufactures metalized and
paper labels at its plant in Clarksville, Tennessee; and Eagle Packaging,
Inc. ("EPI"), manufactures crown and closure liner materials for ABI.
Through a wholly-owned limited partnership known as Longhorn Glass
Manufacturing, L.P., the Company owns and operates a glass manufacturing
plant in Jacinto City, Texas, which manufactures glass 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.
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), as well
as Discovery Cove in Orlando Florida, a reservations only attraction offering
interaction with
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marine animals. 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 16.1% 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 above
referenced 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 both in the U.S. and
around the world, 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 2002.
The cost of fuel and electricity used by ABI increased in 2001, but is
expected to decrease in 2002.
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 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.
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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, 2001, the Company had 23,432 full-time employees.
As of December 31, 2001, approximately 8,155 employees were represented
by the International Brotherhood of Teamsters. Nineteen other unions
represented approximately 1,387 employees. In May 2001, ABI and the Brewery
and Soft Drink Workers Conference of the International Brotherhood of
Teamsters, which represents the majority of brewery workers, reached an
agreement on a new labor agreement covering Teamster-represented employees at
all of the Company's domestic U.S. breweries through February 2004. The terms
of the agreement are essentially the same as those unilaterally implemented
by the Company in September 1998 upon reaching an impasse in negotiations,
except an additional year was added to the term of the contract.
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 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 2001; during the peak selling periods (second and third
quarters), they operated at maximum capacity. The Company also owns a 97%
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; hop farms in Bonners Ferry,
Idaho and Huell, Germany; can manufacturing plants in Jacksonville, Florida,
Columbus, Ohio, Arnold, Missouri, Windsor, Colorado, Newburgh, New York,
Ft. Atkinson, Wisconsin, Rome, Georgia, and Mira Loma,
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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 an aluminum can recycling plant in Hayward,
California. The Company operates a glass manufacturing plant in Jacinto City,
Texas through a limited partnership.
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, 2001.
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EXECUTIVE OFFICERS OF THE REGISTRANT
AUGUST A. BUSCH III (age 64) 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
(1979-2000).
PATRICK T. STOKES (age 59) is presently Senior Executive Vice President
and a Director of the Company and has served in such capacities since 2000.
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 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.
W. RANDOLPH BAKER (age 55) 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 59) 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).
DONALD W. KLOTH (age 60) 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 67) 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.
THOMAS W. SANTEL (age 43) is presently Vice President-Corporate
Development of the Company and has served in such capacity since 1996.
STEPHEN J. BURROWS (age 50) 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 46) is presently Chairman of the Board and President
of the Company's subsidiary, Busch Entertainment Corporation, and has served
in such capacities since 2000. During the past five years, he also served as
Executive Vice President and General Manager of the SeaWorld theme park in
Orlando, Florida (1997-2000), and Executive Vice President and General
Manager of the former SeaWorld theme park in Cleveland, Ohio (1995-1997).
AUGUST A. BUSCH IV (age 37) is presently Vice President and Group
Executive of the Company and has served in such capacity since 2000. He is
also presently Group Vice President-Marketing and Wholesale Operations of the
Company's subsidiary, Anheuser-Busch, Incorporated, and has served in such
capacity since 2000 and had previously served as its Vice President-Marketing
(1996-2000).
MARK T. BOBAK (age 42) is presently Vice President-Corporate Human
Resources of the Company and has served in such capacity since 2000. He had
previously served as Vice President and Deputy General Counsel of the Company
(1998-2000) and Vice President-Litigation (1996-1998) of the Company.
JOSEPH P. SELLINGER (age 56) is presently Vice President and Group
Executive of the Company and has served in such capacity since 2000.
He is also presently Chairman, Chief Executive Officer and President of
the Company's direct subsidiaries, Anheuser-Busch Packaging Group, Inc.,
Anheuser-Busch Recycling Corporation, Metal Container Corporation, Eagle
Packaging, Inc., and Precision Printing and Packaging, Inc., and has served in
all such capacities since 2000. He had previously served as Vice President-
Operations of the Company's subsidiary, Anheuser-Busch, Incorporated
(1992-2000).
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DOUGLAS J. MUHLEMAN (age 48) is presently Group Vice President-Brewing
Operations and Technology of the Company's subsidiary, Anheuser-Busch,
Incorporated, and has served in such capacity since October, 2001 and had
previously served as its Vice President-Brewing (1996-September, 2001).
PART II
The information required by Items 5 (except as set forth below), 6, 7,
and 8 of this Part II are hereby incorporated by reference from pages 34
through 67 of the Company's 2001 Annual Report to Shareholders.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
On November 29, 2001, the Company issued out of treasury shares a total
of 174 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 his annual retainer
fee for the period November 28, 2001-December 31, 2001 pursuant to the
Company's Non-Employee Director Elective Stock Acquisition Plan. The
transaction was exempt from registration and prospectus delivery requirements
of the Securities Act of 1933 pursuant to Section 4(2) of the Act.
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 7 through 9 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on April 24, 2002. 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 11 and pages 15 through 18 of the Company's Proxy Statement for the
Annual Meeting of Shareholders on April 24, 2002.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is hereby incorporated by reference
from pages 10 and 11 of the Company's Proxy Statement for the Annual Meeting
of Shareholders on April 24, 2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by reference
from pages 22 and 23 of the Company's Proxy Statement for the Annual Meeting
of Shareholders on April 24, 2002.
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, 2001 and 2000 48*
Consolidated Statement of Income for the three years ended
December 31, 2001 49*
Consolidated Statement of Changes in Shareholders Equity for the
three years ended December 31, 2001 50*
Consolidated Statement of Cash Flows for the three years ended
December 31, 2001 51*
Notes to Consolidated Financial Statements 52-63*
Report of Independent Accountants 47*
*Incorporated herein by reference from the indicated pages of the 2001
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, 2001:
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 (Incorporated by reference to
Exhibit 4.4 to Form 10-K for the fiscal year ended
December 31, 2000).
9
11
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).*
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 (Incorporated by reference
to Exhibit 10.3 to Form 10-K for the fiscal year ended
December 31, 2000).*
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
(Incorporated by reference to Exhibit 10.8 to Form 10-K
for the fiscal year ended December 31, 2000).*
Exhibit 10.9 -- Anheuser-Busch Executive Deferred Compensation Plan amended
and restated as of January 1, 2001 (Incorporated by
reference to Exhibit 10.9 to Form 10-K for the fiscal year
ended December 31, 2000).*
Exhibit 10.10 -- Resolutions amending the Anheuser-Busch Executive Deferred
Compensation Plan effective January 1, 2002.
Exhibit 10.11 -- 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 10.12 -- 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 10.13 -- 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 10.14 -- 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).
10
12
Exhibit 10.15 -- Letter agreement between Anheuser-Busch Companies, Inc. and
the Controlling Shareholders regarding Section 5.5 of the
Investment Agreement filed as Exhibit 10.14 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.
Exhibit 13 -- Pages 34 through 67 of the Anheuser-Busch Companies, Inc.
2001 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 part of 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
2001.
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 27, 2002
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 27, 2002
- ------------------------------------------------------ Director (Principal Executive
(August A. Busch III) Officer)
/s/ W. RANDOLPH BAKER Vice President and Chief Financial March 27, 2002
- ------------------------------------------------------ Officer (Principal Financial Officer)
(W. Randolph Baker)
/s/ JOHN F. KELLY Vice President and Controller March 27, 2002
- ------------------------------------------------------ (Principal Accounting Officer)
(John F. Kelly)
/s/ BERNARD A. EDISON Director March 27, 2002
- ------------------------------------------------------
(Bernard A. Edison)
/s/ CARLOS FERNANDEZ G. Director March 27, 2002
- ------------------------------------------------------
(Carlos Fernandez G.)
/s/ JOHN E. JACOB Director March 27, 2002
- ------------------------------------------------------
(John E. Jacob)
/s/ JAMES R. JONES Director March 27, 2002
- ------------------------------------------------------
(James R. Jones)
/s/ CHARLES F. KNIGHT Director March 27, 2002
- ------------------------------------------------------
(Charles F. Knight)
/s/ VERNON R. LOUCKS, JR. Director March 27, 2002
- ------------------------------------------------------
(Vernon R. Loucks, Jr.)
12
14
/s/ VILMA S. MARTINEZ Director March 27, 2002
- ------------------------------------------------------
(Vilma S. Martinez)
/s/ JAMES B. ORTHWEIN Director March 27, 2002
- ------------------------------------------------------
(James B. Orthwein)
/s/ WILLIAM PORTER PAYNE Director March 27, 2002
- ------------------------------------------------------
(William Porter Payne)
/s/ JOYCE M. ROCHE Director March 27, 2002
- ------------------------------------------------------
(Joyce M. Roche)
Director March 27, 2002
- ------------------------------------------------------
(Henry Hugh Shelton)
/s/ PATRICK T. STOKES Director March 27, 2002
- ------------------------------------------------------
(Patrick T. Stokes)
/s/ ANDREW C. TAYLOR Director March 27, 2002
- ------------------------------------------------------
(Andrew C. Taylor)
/s/ DOUGLAS A. WARNER III) Director March 27, 2002
- ------------------------------------------------------
(Douglas A. Warner III)
/s/ EDWARD E. WHITACRE, JR. Director March 27, 2002
- ------------------------------------------------------
(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 2001,
2000 and 1999:
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 Company's proportionate share of
investees' profit before income taxes is less than 20% of Anheuser-Busch's
consolidated pretax income, and Anheuser-Busch's 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 5, 2002 appearing in the 2001 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
February 5, 2002
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 333-64996)
and in the Registration Statements on Forms S-8 (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, No. 333-50058,
and No. 333-60216) of Anheuser-Busch Companies, Inc. of our report dated
February 5, 2002 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 5, 2002 relating to the financial statement
schedule, which appears on page F-1 of this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
March 27, 2002
F-1
17
ANHEUSER-BUSCH COMPANIES, INC.
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN MILLIONS)
2001 2000 1999
---- ---- ----
Reserve for doubtful accounts (deducted from related assets):
Balance at beginning of period.............................. $ 8.2 $ 6.4 $ 5.5
Additions charged to costs and expenses..................... .9 1.8 1.0
Additions (recoveries of uncollectible accounts previously
written off).............................................. .1 .1 .1
Deductions (uncollectible accounts written off)............. (1.5) (.1) (.2)
------ ------ ------
Balance at end of period.................................... $ 7.7 $ 8.2 $ 6.4
====== ====== ======
Deferred income tax asset valuation allowance under FAS 109:
Balance at beginning of period.............................. $ 14.7 $ 13.6 $117.0
Additions to valuation allowance charged to costs and
expenses.................................................. 3.6 9.7 3.5
Deductions from valuation allowance (utilizations and
expirations).............................................. (6.3) (8.6) (14.1)
Reductions due to changes in foreign business operations.... -- -- (92.8)
------ ------ ------
Balance at end of period.................................... $ 12.0 $ 14.7 $ 13.6
====== ====== ======
F-2