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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, 2003
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO _____________
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 30, 2003, the aggregate market value of the voting stock
held by non-affiliates of the registrant was $41,874,456,576.
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 810,685,090 SHARES AS OF MARCH 1, 2004
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for
the Year Ended December 31, 2003........... PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for
Annual Meeting of Stockholders on
April 28, 2004............................. 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 principal business segments:
domestic beer, international beer, packaging, entertainment, and other. In
2003, domestic beer contributed 77.6% and 93.1%, international beer
contributed 4.5% and 19.3%, packaging contributed 8.7% and 4.6%, and
entertainment contributed 6.5% 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.
Approximately 95.5% of the Company's consolidated net sales and 96.8% of
the Company's consolidated income before income taxes is generated in the
United States. Financial information with respect to the Company's business
segments appears in Note 15, "Business Segments," on pages 55-56 of the
2003 Annual Report to Shareholders, which Note hereby is incorporated by
reference.
Domestic beer volume was 102.6 million barrels in 2003 as compared with
101.8 million barrels in 2002. 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
111.0 million barrels in 2003 as compared with 109.8 million barrels in
2002. 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 ownership percentage share of the volume
of its international equity partners. Total beer volume was 129.8 million
barrels and 127.9 million barrels in 2003 and 2002, respectively.
DOMESTIC BEER
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 ULTRA, Michelob Golden Draft, Michelob Golden
Draft Light, Michelob Amber Bock, Michelob Honey Lager, Michelob Marzen,
Busch, Busch Light, Busch Ice, Natural Light, Natural Ice, King Cobra,
ZiegenBock Amber, Hurricane Malt Liquor, Hurricane Ice, "Doc's" Hard Lemon,
Tequiza, and Bacardi Silver. ABI's products also include three non-alcohol
beverages, O'Doul's, Busch NA, and O'Doul's Amber. During 2003, ABI
introduced Bacardi Silver O3, Bacardi Silver Raz, Anheuser World Select,
Bare Knuckle Stout, and ZiegenBock Light and discontinued Michelob
Hefeweizen, Michelob Black & Tan, Killarney's, and Pacific Ridge Ale. 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 29.9% 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 Ice, Bud Ice Light, Michelob, Michelob Light,
Michelob ULTRA, Michelob Golden Draft, Michelob Golden Draft Light,
Michelob Amber Bock, Busch, Busch Light, Natural Light, Natural Ice,
ZiegenBock Amber, "Doc's" Hard Lemon, Bacardi Silver, Barcardi Silver O3,
Barcardi Silver Raz, Kirin-Ichiban, O'Doul's, O'Doul's Amber, Anheuser
World Select, and ZiegenBock Light are sold in both draught and packaged
form. Bud Dry, Busch Ice, King Cobra, Michelob Marzen, Michelob Honey
Lager, Hurricane Malt Liquor, Hurricane Ice, Tequiza, Kirin Lager, Kirin
Light, and Busch NA are sold only in packaged form. Bare Knuckle Stout is
sold only in draught form.
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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, Bacardi Silver,
Bacardi Silver O3, and Barcardi Silver Raz are distributed and sold on a
nationwide basis. Michelob Honey Lager, Bud Ice Light, Anheuser World
Select, and Redhook Ales are sold in 48 states; Bud Dry and King Cobra in
46 states, Busch NA in 45 states, Kirin Lager in 43 states, Kirin-Ichiban
in 42 states, Hurricane Malt Liquor and Widmer beer products in 36 states,
Kirin Light in 32 states, Busch Ice in 19 states, Bare Knuckle Stout in 12
states, Michelob Golden Draft and Michelob Golden Light in 7 states,
Hurricane Ice in 2 states, and ZiegenBock Amber and ZiegenBock Light in one
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.
During 2003, approximately 93% of the beer sold by ABI, measured in
barrels, reached retail channels through more than 600 independent
wholesalers. The Company has a formal, written distribution agreement (the
Equity Agreement) with each of its wholesalers. Each Equity Agreement
generally specifies the territory in which the wholesaler is permitted to
sell the Company's products, the brands that the wholesaler is permitted to
sell, performance standards applicable to the wholesaler, procedures to be
followed by the wholesaler in connection with the sale of the distribution
rights, and circumstances upon which the distribution rights may be
terminated. By wholesaler use of controlled environment warehouses and
stringent inventory monitoring policies, the quality and freshness of the
product are protected, thus providing ABI a significant competitive
advantage. ABI utilizes its regional vice-presidents, sales directors, key
account and market managers, as well as certain other sales personnel, to
provide strategic sales 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 2003 were
made through 14 branches that 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, Busch Ice,
Natural Light, 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, Tequiza, ZiegenBock Amber, ZiegenBock Light, "Doc's" Hard
Lemon, Michelob Marzen, Bacardi Silver, Michelob ULTRA, Bacardi Silver O3,
Bacardi Silver Raz, Anheuser World Select, Bare Knuckle Stout, the Redhook
products, and Widmer beer products compete primarily in the above premium
priced beer 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 2003, its sales exceeded
those of its nearest competitor by more than 65 million barrels. ABI's
domestic market share (excluding exports) for 2003 was approximately 50%.
Major competitors in the United States brewing industry during 2003
included SABMiller, Adolph Coors Co., Pabst Brewery Co., Grupo Modelo, S.A.
de C.V., and Heineken.
The Company has an energy drink, "180," in the alternative beverage
segment. "180" is distributed and sold on a nationwide basis and is
available in single eight-ounce slim-line cans. The Company also has an
enhanced water beverage drink, "180 Sport," in the alternative beverage
segment. "180 Sport" is distributed and sold in two flavors in test markets
in four states and is available in 24 packs of 15.5 ounce cans.
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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 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 3 wholesalerships.
INTERNATIONAL BEER
International beer volume was nearly 8.4 million barrels in 2003,
compared with 8.0 million barrels in 2002. 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.
Through Anheuser-Busch Europe Limited ("ABEL"), an indirect,
wholly-owned subsidiary of the Company, certain ABI beer brands are
marketed, distributed, and sold in more than thirty countries. In the U.K.,
ABEL sells Budweiser, Bud Ice, Michelob, and Michelob ULTRA brands to
selected on-premise accounts, brewers, wholesalers, and directly to
off-premise accounts. Budweiser, Bud Ice, Michelob, and Michelob ULTRA are
brewed and packaged at the Stag Brewery near London, England which is
managed and operated by ABEL. Anheuser World Select is 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. O'Doul's is
imported into Canada. 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 (Heineken Italia S.A.), and Spain (Sociedad Anonima Damm).
The Company has an agreement with Brasseries Kronenbourg for sale and
distribution of Bud in France.
In 1995, the Company formed an alliance with Compania Cervecerias Unidas
S.A. ("CCU"), the leading Chilean brewer. Under the terms of the alliance,
a subsidiary of CCU in Argentina ("CCU-Argentina") brews and distributes
Budweiser under license in Argentina and Uruguay, and under contract for
sale in Chile. CCU also distributes Budweiser in Chile. The Company has a
direct and indirect ownership interest of approximately 29% of
CCU-Argentina and 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 has an agreement with Tsingtao Brewing Company, Ltd., the largest
brewer in China, and producer of the Tsingtao brand, whereby the Company
has committed to invest $182 million in Tsingtao convertible bonds that if
fully converted over the next several years, will increase its economic
ownership interest to 27% of Tsingtao. In April 2003, the Company invested
$116 million in two convertible bonds of Tsingtao and invested an
additional $33 million in a third convertible bond in October 2003. The
Company plans to make a final investment of $33 million in the first half
of 2004. In July 2003, the Company converted the first bond, which
increased its equity interest in Tsingtao from 4.5% to 9.9%.
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 47 of the
2003 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
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$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 of
either Grupo Modelo or Diblo.
Competition for International Beer operations differs significantly
depending upon the specific country involved. For 2003, no single foreign
country or region accounted for more than 2.4% of consolidated revenues or
1.7% of consolidated income before income taxes. The Company's primary
foreign markets for beer sales 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 national and regional brands. There
is no dominant competitor in China. In the United Kingdom, the top four
competitors--Scottish & Newcastle, Coors Brewers, Interbrew, and
Carlsberg-Tetley--have combined market share of nearly 77%, with Scottish &
Newcastle 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 Ireland, with a market share of 71% including a share of 15%
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 86% including a share of
13% related to the Company's products.
Results for the International Beer Segment also include the Company's
ownership percentage of the net income of Grupo Modelo, the largest seller
of beer in Mexico. Modelo's principal competitor in Mexico is Femsa, with
the two companies having respective market shares of 57% and 43%. Although
Anheuser-Busch does not compete directly in the Mexican beer market, a
significant change in Modelo's business could have a material effect on the
Company's reported net income and earnings per share.
Financial information with respect to the Company's business segments
appears in Note 15, "Business Segments," on pages 55-56 of the 2003 Annual
Report, which Note is hereby incorporated by reference.
PACKAGING
The Company's packaging operations are handled through the following
wholly-owned subsidiaries of the Company: Metal Container Corporation,
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,
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., which manufactures
metalized and paper labels at its plant in Clarksville, Tennessee; and
Eagle Packaging, Inc., 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 13.6% equity
interest in Port Aventura, S.A., which is a theme park near Barcelona,
Spain.
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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 2003 include Walt Disney Co. and Six Flags Parks. No
reliable national market share information is available for the theme park
industry.
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 Busch Agricultural Resources, Inc. 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
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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.
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 facilitated lower cost
operating systems while reducing the 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 resulted in significantly higher beer prices over and
above the cost of the deposit in those states that have adopted container
deposit laws as well as had an adverse impact on beer industry growth in
those states. The Company considers deposit laws 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 as some proposed container deposit laws would
require the use of returnable, reusable bottles. As a result, the Company
would be required to acquire equipment to receive, sort, inspect and clean
bottles.
NUMBER OF EMPLOYEES
As of December 31, 2003, the Company had 23,316 full-time employees.
As of December 31, 2003, approximately 8,642 employees were represented
by the International Brotherhood of Teamsters. Eighteen other unions
represented approximately 1,140 employees. In December 2003, employees
represented by the Brewery and Soft Drink Conference of the International
Brotherhood of Teamsters ("Teamsters") approved a new five-year labor
contract. The new labor agreement between ABI and the Teamsters, which
represents the majority of brewery workers, expires February 28, 2009.
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 reports 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 on the
SEC's website at www.sec.gov.
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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 95% of capacity in 2003; 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 label plant in Clarksville,
Tennessee; 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, the Williamsburg
facility is 323 acres, the San Diego facility is 166 acres, the Orlando
facility 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 & Newcastle. 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
The Company is a party to a lawsuit with the Maris Distributing
Company. Information regarding this lawsuit is contained in Note 12,
"Commitments and Contingencies," on pages 54-55 of the 2003 Annual Report
to Shareholders, which note hereby is incorporated by reference.
On February 6, 2004, the Company was served with a complaint brought by
two individuals seeking to bring a class action on behalf of all California
residents who, while they were under 21 years of age, purchased alcohol
beverages manufactured by the Company and another defendant during the last
four years. Among other matters, the plaintiffs allege violations of
California's statutory unfair competition law. Plaintiffs seek the
disgorgement of unspecified profits earned by the Company in the past and
other unspecified damages and equitable relief. This action is in its
preliminary stage and the Company strongly denies plaintiffs' allegations.
The Company believes it has meritorious defenses and intends to defend
itself vigorously in this action.
7
The Company is not a party to any other pending or threatened
litigation, the outcome of which would be expected to have a material
adverse effect upon its financial condition or its results of 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, 2003.
EXECUTIVE OFFICERS OF THE REGISTRANT
PATRICK T. STOKES (age 61) 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 66) 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 57) is presently Vice President and Chief
Financial Officer of the Company and has served in such capacity since
1996.
STEPHEN K. LAMBRIGHT (age 61) is presently Group Vice President and
Chief Legal Officer of the Company and has served in such capacity since
January 2004. He previously served as Group Vice President and General
Counsel (1997-2003).
DONALD W. KLOTH (age 62) 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 69) 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 the
Company's 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 45) is presently Vice President-Corporate
Development of the Company and has served in such capacity since 1996.
STEPHEN J. BURROWS (age 52) is presently Vice President-International
Operations of the Company and has served in such capacity since 1999. 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.
AUGUST A. BUSCH IV (age 39) 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 44) 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).
8
JOSEPH P. SELLINGER (age 58) 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 is also Chairman, Chief Executive
Officer and President of the Company's direct subsidiary, Glass Container
Corporation (doing business as Longhorn Glass Corporation), and has served
in such capacities since 2001. He had previously served as Vice
President-Operations of the Company's subsidiary, Anheuser-Busch,
Incorporated (1992-2000).
DOUGLAS J. MUHLEMAN (age 50) 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 46) 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
(1999-June 2002).
KEITH M. KASEN (age 60) 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 parks in Orlando, Florida (2000-February 2003) and in
San Antonio, Texas (1997-2000).
PART II
The information required by Items 5, 6, 7, and 8 of this Part II are
hereby incorporated by reference from pages 26 through 61 of the Company's
2003 Annual Report to Shareholders.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES.
It is the responsibility of the 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 control reviews by the Company's internal auditors.
The chief executive officer and chief financial officer evaluated the
Company's disclosure controls and procedures as of the end of the quarter
ended December 31, 2003 and have concluded that they are effective as of
December 31, 2003 in providing reasonable assurance that such information
is identified and communicated on a timely basis. Additionally, there were
no changes in the Company's internal control over financial reporting
identified in connection with the evaluation that have materially affected,
or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
A portion of the information required by this Item with respect to
Directors is hereby incorporated by reference from pages 7 through 9 and
pages 22 and 23 of the Company's Proxy Statement for the Annual Meeting of
Stockholders on April 28, 2004. The information required by this Item with
respect to Executive Officers is presented on pages 8 and 9 of this Form
10-K.
The Company makes available, free of charge, on its website, the
charters of all of the standing committees of its Board of Directors
including those of the Audit, Corporate Governance, and Compensation
committees, the Code of Business Conduct and Ethics for its directors,
officers and employees, and its Corporate Governance Guidelines, and will
furnish copies of these documents to any shareholder upon written request
sent to the Vice President and Corporate Secretary's Office, One Busch
Place, St. Louis, MO 63118.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by
reference from pages 11 and 12 and pages 14 through 21 of the Company's
Proxy Statement for the Annual Meeting of Stockholders on April 28, 2004.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
A portion of 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 Stockholders on
April 28, 2004.
The following table sets forth the information required pursuant to
Item 201(d) of Regulation S-K, for the Company's equity compensation plans,
the number of outstanding option grants under such plans, the weighted
average exercise price of outstanding options, and the number of shares
remaining available for issuance under such plans, all as of December 31,
2003.
NUMBER OF SHARES OF
COMMON STOCK REMAINING
AVAILABLE FOR FUTURE ISSUANCE
NUMBER OF SHARES OF UNDER EQUITY COMPENSATION
COMMON STOCK TO BE ISSUED WEIGHTED-AVERAGE PLANS (EXCLUDING SHARES TO
UPON EXERCISE OF EXERCISE PRICE OF BE ISSUED UPON EXERCISE OF
PLAN CATEGORY OUTSTANDING OPTIONS OUTSTANDING OPTIONS OUTSTANDING OPTIONS)
------------- ------------------------- ------------------- -----------------------------
Equity compensation plans
approved by security
holders(1).................. 83,278,069 41.66 15,950,332
Equity compensation plans not
approved by security
holders(2).................. 110,596 46.98 849,112
---------- ----- ----------
Total......................... 83,388,665 41.67 16,799,444
- ---------
(1) The 1989 Incentive Stock Plan, the 1998 Incentive Stock
Plan, and the Stock Plan for Non-Employee Directors.
10
(2) The Anheuser-Busch Global Employee Stock Plan which
authorizes the Company to issue up to 1,000,000 shares of
common stock to permanent employees of the Company and its
subsidiaries located outside of the United States who elect
to participate. This plan is designed to encourage savings
and ownership of Company shares, and was begun in 1999.
Under the Global Plan, participants elect to have a portion
of their cash compensation withheld in special savings
accounts each payroll period. Each year, generally on March
1, each participant is offered up to 100 shares at the
market price on the offer date. If the market price later
rises above the fixed offer price, the offer may be accepted
for up to three years from the offer date. If accepted,
payment for the shares purchased must come from the
participant's special savings account and no other source. A
participant may sell purchased shares on designated sale
dates. If a participant retains purchased shares in his or
her account for at least two years, the Company awards
additional shares based on the number of retained shares;
the amount of additional shares ranges from 10% to 50%,
depending on the Company's business performance.
Participants generally may elect to reinvest dividends on
purchased shares, but reinvestment shares are not entitled
to additional awards.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by
reference from pages 21 and 22 of the Company's Proxy Statement for the
Annual Meeting of Stockholders on April 28, 2004.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is hereby incorporated by
reference from page 14 and Appendix C of the Company's Proxy Statement for
the Annual Meeting of Stockholders on April 28, 2004.
11
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, 2003 and 2002 40*
Consolidated Statement of Income for the three years ended
December 31, 2003 41*
Consolidated Statement of Changes in Shareholders Equity for the
three years ended December 31, 2003 42*
Consolidated Statement of Cash Flows for the three years ended
December 31, 2003 43*
Notes to Consolidated Financial Statements and Supplementary
Information 44-56 and
58-61*
Report of Independent Auditors 57*
*Incorporated herein by reference from the indicated pages of the 2003
Annual Report to Shareholders.
2. FINANCIAL STATEMENT SCHEDULE:
Report of Independent Auditors on Financial Statement Schedule For the F-1
three years ended December 31, 2003
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 September
24, 2003).
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.
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 (Incorporated by
reference to Exhibit 4.4 to the Form 10-K for the fiscal
year ended December 31, 2002).
Other indentures are not required to be filed, but the
Company agrees to furnish copies of such instruments to the
Securities and Exchange Commission upon request.
12
Exhibit 4.5 -- Credit Agreement dated as of August 4, 2003 among the
Company and JP Morgan Chase Bank, as Administrative Agent.
Exhibit 10.1 -- Anheuser-Busch Companies, Inc. Deferred Compensation Plan
for Non-Employee Directors amended and restated as of March
1, 2000 (Incorporated by reference to Exhibit 10.1 to Form
10-K for the fiscal year ended December 31, 1999).*
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 Stockholders 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)
(Incorporated by reference to Exhibit 10.4 to Form 10-K for
the fiscal year ended December 31, 2002).*
Exhibit 10.5 -- Anheuser-Busch Companies, Inc. 1998 Incentive Stock Plan as
restated (Incorporated by reference to Exhibit 10.5 to Form
10-K for the fiscal year ended December 31, 2002).*
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
(Incorporated by reference to Exhibit 10.7 to Form 10-K for
the fiscal year ended December 31, 2002).*
Exhibit 10.8 -- Anheuser-Busch Companies, Inc. Supplemental Executive
Retirement Plan amended and restated as of March 1, 2003
(Incorporated by reference to Exhibit 10.8 to Form 10-K for
the fiscal year ended December 31, 2002).*
Exhibit 10.9 -- Anheuser-Busch Executive Deferred Compensation Plan amended
and restated as of January 1, 2002 (Incorporated by
reference to Exhibit 10.9 to Form 10-K for the fiscal year
ended December 31, 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).
13
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-- Form of Indemnification Agreement between Anheuser-Busch,
Incorporated and certain Executive Officers of the Company
(Incorporated by reference to Exhibit 10.16 to Form 10-K for
the fiscal year ended December 31, 2002).*
Exhibit 12 -- Ratio of Earnings to Fixed Charges.
Exhibit 13 -- Pages 26 through 61 of the Anheuser-Busch Companies, Inc.
2003 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 14 -- Code of Business Ethics and Conduct
Exhibit 21 -- Subsidiaries of the Company
Exhibit 23 -- Consent of Independent Accountants
Exhibit 24 -- Power of Attorney
Exhibit 31.1 -- Certification of Chief Executive Officer required by Rule
13a-14(e) and 15d-15(e) under the Exchange Act
Exhibit 31.2 -- Certification of Chief Financial Officer required by Rule
13a-14(e) and 15d-15(e) under the Exchange Act
Exhibit 32.1 -- Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 -- Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
- --------
*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
The following Form 8-Ks were filed or furnished during the fourth
quarter of 2003:
ITEM REPORTED DATE OF REPORT
------------- --------------
Item 12 Results of Operations October 22, 2003
and Financial Condition
Item 5 and Other Information and November 5, 2003
Item 7 Financial Statements
and Exhibits
14
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/ W. RANDOLPH BAKER
------------------------------------------
W. Randolph Baker
Vice President and Chief Financial Officer
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.
Principal Executive Officer:
Patrick T. Stokes*
President and Chief Executive Officer
Principal Financial Officer:
W. Randolph Baker
Vice President and Chief Financial Officer
Principal Accounting Officer:
John F. Kelly*
Vice President and Controller
/s/ W. RANDOLPH BAKER
--------------------------------------------------
(W. Randolph Baker, as attorney-in-fact and on his
own behalf as Principal Financial Officer)
March 11, 2004
Directors:
- ---------------------------------------------------------------------------
Patrick T. Stokes* Vilma S. Martinez*
August A. Busch III* William Porter Payne*
Carlos Fernandez G.* Joyce M. Roche*
James J. Forese* Henry Hugh Shelton*
John E. Jacob* Andrew C. Taylor*
James R. Jones* Douglas A. Warner III*
Charles F. Knight* Edward E. Whitacre, Jr.*
Vernon R. Loucks, Jr.*
- ---------------------------------------------------------------------------
* by power of attorney
15
ANHEUSER-BUSCH COMPANIES, INC.
INDEX TO FINANCIAL STATEMENT SCHEDULE
PAGE
----
Report of Independent Auditors on Financial Statement Schedule...... F-1
Financial Statement Schedule for the Years 2003, 2002 and 2001:
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.
16
[PricewaterhouseCoopers logo]
PricewaterhouseCoopers LLP
One Bank of America Plaza
800 Market Street
St. Louis MO 63101-2695
Telephone (314) 206 8500
REPORT OF INDEPENDENT AUDITORS 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 2, 2004 appearing in the 2003 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
800 Market Street
St. Louis, MO 63101
February 2, 2004
F-1
ANHEUSER-BUSCH COMPANIES, INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN MILLIONS)
2003 2002 2001
---- ---- ----
Reserve for doubtful accounts (deducted from related
assets):
Balance at beginning of period....................... $ 5.6 $ 7.7 $ 8.2
Additions charged to costs and expenses.............. 1.6 (1.3) .9
Additions (recoveries of uncollectible accounts
previously written off)............................ .2 .2 .1
Deductions (uncollectible accounts written off)...... (.8) (1.0) (1.5)
------ ------ ------
Balance at end of period............................. $ 6.6 $ 5.6 $ 7.7
====== ====== ======
Deferred income tax asset valuation allowance under FAS
109:
Balance at beginning of period....................... $ 10.9 $ 12.0 $ 14.7
Additions to valuation allowance (charged to costs
and expenses)...................................... 14.6 7.7 3.6
Deductions from valuation allowance (utilizations and
expirations)....................................... (5.6) (8.8) (6.3)
------ ------ ------
Balance at end of period............................. $ 19.9 $ 10.9 $ 12.0
====== ====== ======
F-2