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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, 2002
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
------------------- ---------------------
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
--- ---
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]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2.) Yes X No
--- ---
As of June 28, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $43,106,017,200.
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 836,078,250 SHARES AS OF MARCH 11, 2003
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for the Year Ended
December 31, 2002......................................... PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for Annual Meeting of
Shareholders on April 23, 2003............................ 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 principle business segments: domestic beer, international beer,
packaging, entertainment, and other. In 2002, domestic beer contributed 77.9% to
consolidated net sales and 93.6% to consolidated net income; international beer
contributed 4.3% and 20.6%, packaging contributed 8.8% and 4.9%, and
entertainment contributed 6.3% and 4.9% to consolidated net sales and
consolidated net income, respectively. The individual percentages above do not
add to 100% due to the impact of unallocated corporate sales and expenses, as
detailed in the Company's business segments disclosure. Financial information
with respect to the Company's business segments appears in Note 15, "Business
Segments," on pages 54-55 of the 2002 Annual Report to Shareholders, which Note
hereby is incorporated by reference.
Domestic beer volume was 101.8 million barrels in 2002 as compared with 99.7
million barrels in 2001. Domestic volume represents Anheuser-Busch brands
produced and shipped within the United States including Puerto Rico and the
Caribbean. Worldwide sales of the Company's beer brands aggregated 109.8 million
barrels in 2002 as compared with 107.2 million barrels in 2001. Worldwide beer
volume is comprised of domestic and international volume. 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 127.9
million barrels and 124.4 million barrels in 2002 and 2001, respectively.
Approximately 95.7% of the Company's consolidated net sales and 97.1% of the
Company's consolidated income before income taxes is generated in the United
States. The remaining 4.3% of consolidated sales and 2.9% of consolidated income
before income taxes are spread throughout the rest of the world. As discussed
under International Beer Operations (See Item 1 of Part I--International Beer
Operations), the Company's largest foreign markets are China, the United
Kingdom, Canada and Ireland.
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,
ZiegenBock Amber, Hurricane Malt Liquor, Hurricane Ice, Pacific Ridge Ale,
"Doc's" Hard Lemon, and Tequiza. ABI's products also include three non-alcohol
malt beverages, O'Doul's, Busch NA, and O'Doul's Amber. During 2002 ABI
introduced Bacardi Silver, Michelob ULTRA, and American Red and discontinued Red
Wolf Lager, "Doc's" Hard Apple, Killarney's, 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 29.5% 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, Michelob
ULTRA, Busch, Busch Light, Natural Light, Natural Ice, "Doc's" Hard Lemon,
ZiegenBock Amber, Kirin-Ichiban, O'Doul's, O'Doul's Amber, Bacardi Silver,
Widmer beer products,
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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. Pacific Ridge
Ale and American Red are sold only in draught form.
Budweiser, Bud Light, Bud Ice, Michelob, Michelob Light, Michelob ULTRA,
Michelob Amber Bock, Busch, Busch Light, Natural Light, Natural Ice, Tequiza,
"Doc's" Hard Lemon, O'Doul's, O'Doul's Amber, and Bacardi Silver are distributed
and sold on a nationwide basis. Michelob Honey Lager and Redhook Ales are sold
in 49 states; Bud Ice Light in 48 states; Bud Dry in 47 states; King Cobra in 46
states; Busch NA, Kirin-Ichiban, Michelob Black & Tan Lager, and Michelob
Hefe-Weizen in 45 states; Kirin Lager in 44 states; Hurricane Malt Liquor in 39
states; Kirin Light in 30 states; Busch Ice in 20 states; Widmer beer products
in 18 states; American Red in 17 states; Michelob Golden Draft Light in 13
states; Michelob Golden Draft in 11 states; Pacific Ridge Ale in 4 states;
Hurricane Ice and ZiegenBock Amber in 1 state.
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 2002, approximately 94.2% 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 promote its brands. The remainder
of ABI's domestic beer sales in 2002 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. 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, ZiegenBock Amber,
Michelob Hefe-Weizen, Pacific Ridge Ale, "Doc's" Hard Lemon, Michelob Marzen,
Bacardi Silver, Michelob ULTRA, American Red, 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
2002, its sales exceeded those of its nearest competitor by more than 63 million
barrels. ABI's domestic market share (excluding exports) for 2002 was 49.2%.
Major competitors in the United States brewing industry during 2002 included
SABMiller, Adolph Coors Co., Pabst Brewery Co., Grupo Modelo, S.A. de C.V., and
Heineken.
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; eleven
grain elevators in the western and midwestern United States; barley seed
processing plants in Fairfield, Montana, Idaho Falls, Idaho, and Powell,
Wyoming; a barley
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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 a barley
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 six wholesalerships.
INTERNATIONAL BEER OPERATIONS
International beer volume was nearly 8.0 million barrels in 2002, compared
with 7.5 million barrels in 2001. 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. ABI's beer products
are being sold in more than 80 countries and U.S. territories.
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, Bud Light, Busch and Busch 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). The Company has an agreement with Brasseries Kronenbourg, the leading
brewer in France, for sale and distribution of Bud in France.
In 1995, the Company formed an alliance with Compana Cerveceras 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 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 quarter 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 currently owns
a 4.5% equity interest in Tsingtao Brewery Company, Ltd., the largest brewer in
China, and producer of the Tsingtao brand. In October 2002, the Company entered
into an agreement with Tsingtao whereby the Company will invest $182 million in
Tsingtao common stock and convertible bonds and will ultimately increase its
economic ownership interest to 27% of Tsingtao over the next seven years.
In 1993, Anheuser-Busch purchased a 17.7% direct and indirect equity
interest in Grupo Modelo's operating subsidiary, Diblo, for $477 million. As
noted in Note 2 "International Equity Investments", on page 46 of the 2002
Annual Report, which Note is hereby incorporated by reference, Diblo is the
operating subsidiary of Grupo Modelo, Mexico's largest brewer. Accordingly,
Diblo operates in Mexico and is a brewer. 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.
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The Company's International Beer segment competitors differ significantly
depending upon the specific country involved. For 2002, no single foreign
country or region accounted for more than 2.4% of consolidated revenues or 1.8%
of consolidated income before income taxes. The amount of revenues and income
before income taxes generated from any individual foreign country is immaterial
to the Company's consolidated financial statements, taken as a whole.
Accordingly, no single competitor for the International Beer segment can have a
material impact on the Company's sales or income.
The Company's primary foreign markets are China, the United Kingdom, Canada
and Ireland. In each international market, the Company competes against a mix of
national, regional, local and imported beer brands. In China, competition is
primarily from numerous local and regional brands. There is no dominant
competitor in China. In the United Kingdom, the top four competitors--Scottish
Courage, Coors Brewers, Interbrew, and Carlsberg-Tetley--have combined market
share of nearly 73%, with Scottish Courage having a share of approximately 25%.
The Company's share is 3%. In Ireland, the market leader is the Company's
license brewing partner, Guinness UDV, with a market share of more than 70%
including a share of 17% related to the Company's products. In Canada, the top
two competitors, of similar size, are Molson and the Company's license brewing
partner, Labatt Brewing. Their combined market share is more than 85% including
a share of 12% related to the Company's products.
Financial information with respect to the Company's business segments
appears in Note 15, "Business Segments," on pages 54-55 of the 2002 Annual
Report, which Note is hereby incorporated by reference.
PACKAGING OPERATIONS
The Company's packaging operations are handled through the following
wholly-owned subsidiaries of the Company: Metal Container Corporation ("MCC"),
which 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") which buys
and sells used beverage containers from its corporate office in Sunset Hills,
Missouri and recycles aluminum cans at its plant in Hayward, California;
Precision Printing and Packaging, Inc. ("PPPI"), which manufactures metalized
and paper labels at its plant in Clarksville, Tennessee; and Eagle Packaging,
Inc. ("EPI"), which manufactures crown and closure liner materials for ABI at
its plant in Bridgeton, Missouri.
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) and 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 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 is the third largest theme park operator in the United States.
It faces competition in the family entertainment field from other theme and
amusement parks, public zoos, public parks, and other family entertainment
events and attractions. Major competitors in the theme park industry during 2002
include Walt Disney Co. and Six Flags Parks. No reliable national market share
information is available for the theme park industry.
4
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 a wholly-owned subsidiary, the Company owns and operates 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 hops, malt (barley), rice, and corn grits for
beer; and rice and barley for the rice milling and malting 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 commodities 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 and
trade.
The Company uses water in brewing its beer. The Company generally satisfies
its requirements for water from municipal water systems and privately owned
wells.
The Company also requires aluminum cansheet for the manufacture of cans and
lids. The cansheet market experiences price volatility due to the supply and
demand balance for both aluminum ingot and sheet fabrication. The Company
manages its aluminum supply and cost using various methods including long-term
purchase contracts and hedging techniques.
ENERGY MATTERS
The Company uses natural gas, fuel oil, and coal as its primary fuel
materials. The Company believes that adequate supplies of fuel and electricity
are available at the present time, but cannot predict future availability or
market prices. Where economically feasible, the Company has alternate fuel
capability and limited electric generation which helps ensure continued
operation of essential processes.
The energy commodity markets have experienced and will continue to
experience significant price volatility due to perceived volatility of both
supply and demand. The Company manages its energy costs using various methods
including supply contracts, hedging techniques, and fuel switching.
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. The
Company owns rights to its principal brand names and trademarks in perpetuity.
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.
The state of Hawaii has passed a deposit law that is scheduled to go into effect
in 2005. ABI continues to do business in these states. While such laws have not
had a significant effect on ABI's market share, they 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 might require the Company to incur
significant capital expenditures to comply.
NUMBER OF EMPLOYEES
As of December 31, 2002, the Company had 23,176 full-time employees.
As of December 31, 2002, approximately 8,850 employees were represented by
the International Brotherhood of Teamsters. Seventeen other unions represented
approximately 1,200 employees. The current labor agreement between ABI and the
Brewery and Soft Drink Conference of the International Brotherhood of Teamsters,
which represents the majority of brewery workers, expires February 2004.
The Company considers its employee relations to be good.
AVAILABLE INFORMATION
The Company maintains a website on the World Wide Web at
www.anheuserbusch.com. The Company makes available, free of charge, on its
website its annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as
soon as reasonably practicable after such reports are electronically filed with,
or furnished to, the SEC. The Company's reports filed with, or furnished to, the
SEC are also available at the SEC's website at www.sec.gov.
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
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approximately 96% of capacity in 2002; 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, 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 wholly-owned 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 336 acres, Williamsburg is 319 acres,
San Diego is 182 acres, Orlando is 247 acres, and the San Antonio facility is
316 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. 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
ABI is negotiating with the State of Colorado, Colorado Division of Public
Health and Environment to resolve a number of violations of the Company's Ft.
Collins Brewery air permit. The facility environmental manager failed to
accurately and timely complete various reports and other tasks required under
the facility's Title V air permit. Emission limits were not violated. The
responsible individual did not disclose the facts to Company management and the
Company was not otherwise aware of the reporting deficiencies. The situation was
discovered by the Company in a scheduled audit in August of 2002. The
environmental manager in question is no longer employed by the Company. The
facts were promptly reported to Colorado and EPA authorities on September 12,
2002. The Company submitted a formal disclosure report and corrected the
erroneous records involved by October 18, 2002.
Although the Company cannot presently predict the outcome of this matter, it
is the opinion of management that the ultimate resolution of this matter will
not materially affect the company's financial position, results of operations or
liquidity.
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, 2002.
7
EXECUTIVE OFFICERS OF THE REGISTRANT
PATRICK T. STOKES (age 60) is presently President and Chief Executive
Officer and a Director of the Company and has served in such capacities since
2002, 2002, and 2000, respectively. He previously served as Senior Executive
Vice President (2000-2002) and Vice President and Group Executive (1981-2000) of
the Company. He is also presently Chairman and Chief Executive Officer of the
Company's subsidiary, Anheuser-Busch, Incorporated, and has served in such
capacities since 2002 and 2000, respectively, and Chairman of the Board of the
Company's subsidiary, Anheuser-Busch International, Inc., and has served in such
capacity since 1999. He previously served as President of Anheuser-Busch,
Incorporated (1990-2002).
AUGUST A. BUSCH III (age 65) is presently Chairman of the Board and a
Director of the Company and has served in such capacities since 1977 and 1963,
respectively. He previously served as President of the Company (1974-2002). He
also serves as Executive Vice President of the Company's subsidiary,
Anheuser-Busch, Incorporated and has served in such capacity since 2002, and had
previously served as its Chairman of the Board (1979-2002) and also as its Chief
Executive Officer (1979-2000).
W. RANDOLPH BAKER (age 56) is presently Vice President and Chief Financial
Officer of the Company and has served in such capacity since 1996.
STEPHEN K. LAMBRIGHT (age 60) is presently Group Vice President and General
Counsel of the Company and has served in such capacity since 1997.
DONALD W. KLOTH (age 61) 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 68) is presently Executive Vice President-Global
Communications and a Director of the Company and has served in such capacities
since 2002 and 1990, respectively. He previously served as its Executive Vice
President and Chief Communications Officer (1994-2002). He also serves as
Executive Vice President of the Company's subsidiary, Anheuser-Busch,
Incorporated and has served in such capacity since 2002.
THOMAS W. SANTEL (age 44) is presently Vice President-Corporate Development
of the Company and has served in such capacity since 1996.
STEPHEN J. BURROWS (age 51) 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).
AUGUST A. BUSCH IV (age 38) is presently Vice President and Group Executive
of the Company and has served in such capacity since 2000. He is also presently
President of the Company's subsidiary, Anheuser-Busch, Incorporated, and has
served in such capacity since 2002 and had previously served as its Group Vice
President-Marketing and Wholesale Operations (2000-2002) and its Vice
President-Marketing (1996-2000).
MARK T. BOBAK (age 43) 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 57) 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).
8
DOUGLAS J. MUHLEMAN (age 49) is presently Group Vice President-Brewing
Operations and Technology of the Company's subsidiary, Anheuser-Busch,
Incorporated, and has served in such capacity since 2001 and had previously
served as its Vice President-Brewing (1996-2001).
FRANCINE I. KATZ (age 45) is presently Vice President-Corporate
Communications of the Company and has served in such capacity since July, 2002.
She previously served as its Vice President-Consumer Affairs (January,
2002-June, 2002) and its Vice President-Consumer Awareness and Education
(1994-2001).
KEITH M. KASEN (age 59) is presently Chairman of the Board and President of
the Company's subsidiary, Busch Entertainment Corporation, and has served in
such capacities since February, 2003. During the past five years, he also served
as Executive Vice President and General Manager of the SeaWorld theme park in
Orlando, Florida (2000-February, 2003) and in San Antonio, Texas (1997-2000).
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 26 through 59 of
the Company's 2002 Annual Report to Shareholders.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
On October 1, 2002, the Company issued out of treasury shares a total of 156
shares of the Company's common stock ($1 par value) to four members of the Board
of Directors of the Company in lieu of cash to reflect an increase in the annual
retainer fee 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 23, 2003. The
information required by this Item with respect to Executive Officers is
presented on pages 8 and 9 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 20 through 23 of the Company's Proxy Statement for the
Annual Meeting of Shareholders on April 23, 2003.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item pursuant to Item 403 of Regulation S-K
is hereby incorporated by reference from pages 10 and 11 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on April 23, 2003. The
information required by this Item pursuant to Item 201(d) of Regulation S-K is
hereby incorporated by reference from page 28 of the Company's Proxy Statement
for the Annual Meeting of Shareholders on April 23, 2003.
9
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by reference
from pages 29 and 30 of the Company's Proxy Statement for the Annual Meeting of
Shareholders on April 23, 2003.
ITEM 14. CONTROLS AND PROCEDURES
It is the responsibility of the Company's chief executive officer and chief
financial officer to ensure the Company maintains disclosure controls and
procedures designed to provide reasonable assurance that material information,
both financial and non-financial, and other information required under the
securities laws to be disclosed is identified and communicated to senior
management on a timely basis. The Company's disclosure controls and procedures
include mandatory communication of material subsidiary events, automated
accounting processing and reporting, management review of monthly and quarterly
results, periodic subsidiary business reviews, an established system of internal
controls and rotating internal controls reviews by the Company's internal
auditors.
During the 90-day period prior to the date of this report, the chief
executive and chief financial officers evaluated the Company's disclosure
controls and procedures and have concluded that they are effective in
identifying and communicating on a timely basis the material information and
other information required to be disclosed in the Company's securities filings.
Additionally, there have been no significant changes to the Company's internal
controls or in other factors that could significantly affect these controls
since such evaluation.
10
PART IV
ITEM 15. 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, 2002 and 2001 40*
Consolidated Statement of Income for the three years ended
December 31, 2002 41*
Consolidated Statement of Changes in Shareholders Equity for the
three years ended December 31, 2002 42*
Consolidated Statement of Cash Flows for the three years ended
December 31, 2002 43*
Notes to Consolidated Financial Statements and Supplementary
Information 44-59*
Report of Independent Accountants 39*
*Incorporated herein by reference from the indicated pages of the 2002
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, 2002:
Schedule II--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 April 24, 2002).
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).
Exhibit 4.4 --Indenture dated as of July 1, 2001 between
the Company and The Chase Manhattan Bank, as
Trustee. Other indentures are not filed, but the
Company agrees to furnish copies of such
instruments to the Securities and Exchange
Commission upon request.
11
Exhibit 4.5 --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).
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 and restated
(Incorporated by reference to Appendix B to the
Definitive Proxy Statement for Annual Meeting of
Shareholders on April 23, 2003).*
Exhibit 10.4 --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).*
Exhibit 10.5 --Anheuser-Busch Companies, Inc. 1998 Incentive
Stock Plan as restated.*
Exhibit 10.6 --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 10.7 --Anheuser-Busch Global Employee Stock Purchase
Plan.*
Exhibit 10.8 --Anheuser-Busch Companies, Inc. Supplemental
Executive Retirement Plan amended and restated as
of March 1, 2003.*
Exhibit 10.9 --Anheuser-Busch Executive Deferred Compensation
Plan amended and restated as of January 1, 2002.*
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 10.12 of this report (Incorporated
by reference to Exhibit 10.15 to Form 10-K for the
fiscal year ended December 31, 1999).
Exhibit 10.15--Consulting and Indemnification Agreement and
Amendment between the Company and a Director of
the Company.*
12
Exhibit 10.16--Form of Indemnification Agreement between
Anheuser-Busch, Incorporated and certain Executive
Officers of the Company.*
Exhibit 12 --Ratio of Earnings to Fixed Charges.
Exhibit 13 --Pages 26 through 59 of the Anheuser-Busch Companies,
Inc. 2002 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 15(c) of this report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the fourth quarter of 2002.
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/ PATRICK T. STOKES
-------------------------------------
Patrick T. Stokes
President and Chief Executive Officer
Date: March 26, 2003
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/ PATRICK T. STOKES President and Chief Executive March 26, 2003
------------------------------------------------ Officer and Director
(Patrick T. Stokes) (Principal Executive Officer)
/s/ W. RANDOLPH BAKER Vice President and Chief March 26, 2003
------------------------------------------------ Financial Officer (Principal
(W. Randolph Baker) Financial Officer)
/s/ JOHN F. KELLY Vice President and Controller March 26, 2003
------------------------------------------------ (Principal Accounting Officer)
(John F. Kelly)
/s/ AUGUST A. BUSCH III Director March 26, 2003
------------------------------------------------
(August A. Busch III)
/s/ BERNARD A. EDISON Director March 26, 2003
------------------------------------------------
(Bernard A. Edison)
/s/ CARLOS FERNANDEZ G. Director March 26, 2003
------------------------------------------------
(Carlos Fernandez G.)
/s/ JOHN E. JACOB Director March 26, 2003
------------------------------------------------
(John E. Jacob)
/s/ JAMES R. JONES Director March 26, 2003
------------------------------------------------
(James R. Jones)
Director March 26, 2003
------------------------------------------------
(Charles F. Knight)
/s/ VERNON R. LOUCKS, JR. Director March 26, 2003
------------------------------------------------
(Vernon R. Loucks, Jr.)
14
/s/ VILMA S. MARTINEZ Director March 26, 2003
------------------------------------------------
(Vilma S. Martinez)
/s/ WILLIAM PORTER PAYNE Director March 26, 2003
------------------------------------------------
(William Porter Payne)
/s/ JOYCE M. ROCHE Director March 26, 2003
------------------------------------------------
(Joyce M. Roche)
/s/ HENRY HUGH SHELTON Director March 26, 2003
------------------------------------------------
(Henry Hugh Shelton)
/s/ ANDREW C. TAYLOR Director March 26, 2003
------------------------------------------------
(Andrew C. Taylor)
/s/ DOUGLAS A. WARNER III Director March 26, 2003
------------------------------------------------
(Douglas A. Warner III)
/s/ EDWARD E. WHITACRE, JR. Director March 26, 2003
------------------------------------------------
(Edward E. Whitacre, Jr.)
CERTIFICATIONS
I, Patrick T. Stokes, certify that:
1. I have reviewed this annual report on Form 10-K of Anheuser-Busch
Companies, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
15
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: 3-13-03 /s/ PATRICK T. STOKES
------------------------------------------------
Patrick T. Stokes
President and Chief Executive Officer
I, W. Randolph Baker, certify that:
1. I have reviewed this annual report on Form 10-K of Anheuser-Busch
Companies, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
16
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: 3-12-03 /s/ W. RANDOLPH BAKER
------------------------------------------------
W. Randolph Baker
Vice President and Chief Financial Officer
17
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 2002, 2001 and 2000:
Valuation and Qualifying Accounts and Reserves (Schedule II)...... 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.
18
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 3, 2003 appearing in the 2002 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
15(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 3, 2003
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Forms S-3 (No. 333-64996 and No. 333-96635) 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 3, 2003 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 3, 2003 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 26, 2003
F-1
ANHEUSER-BUSCH COMPANIES, INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN MILLIONS)
2002 2001 2000
---- ------ ------
Reserve for doubtful accounts (deducted from related assets):
Balance at beginning of period........................... $ 7.7 $ 8.2 $ 6.4
Additions charged to costs and expenses.................. (1.3) .9 1.8
Additions (recoveries of uncollectible accounts
previously written off)................................ .2 .1 .1
Deductions (uncollectible accounts written off).......... (1.0) (1.5) (.1)
------ ------ ------
Balance at end of period................................. $ 5.6 $ 7.7 $ 8.2
====== ====== ======
Deferred income tax asset valuation allowance under FAS 109:
Balance at beginning of period........................... $ 12.0 $ 14.7 $ 13.6
Additions to valuation allowance charged to costs and
expenses............................................... 7.7 3.6 9.7
Deductions from valuation allowance (utilizations and
expirations)........................................... (8.8) (6.3) (8.6)
------ ------ ------
Balance at end of period................................. $ 10.9 $ 12.0 $ 14.7
====== ====== ======
F-2