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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, 2004
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 1-7823
ANHEUSER-BUSCH COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 43-1162835
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000
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-------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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COMMON STOCK--$1 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
6-1/2% DEBENTURES DUE JANUARY 1, 2028 NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
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, 2004, the aggregate market value of the voting stock
held by non-affiliates of the registrant was $42,901,160,382.00.
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 776,959,097 SHARES AS OF MARCH 1, 2005
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for the Year Ended
December 31, 2004....................................... PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for Annual Meeting of
Stockholders on April 27, 2005.......................... PART III
Available on the Web at www.anheuser-busch.com
ANHEUSER-BUSCH COMPANIES, INC.
TABLE OF CONTENTS
PAGE
PART I.................................................................. 2
ITEM 1. BUSINESS........................................................ 2
Domestic Beer......................................................... 2
International Beer.................................................... 4
Packaging............................................................. 5
Family Entertainment.................................................. 6
Other................................................................. 6
Sources and Availability of Raw Materials............................. 6
Energy Matters........................................................ 6
Brand Names and Trademarks............................................ 7
Research and Development.............................................. 7
Environmental Protection.............................................. 7
Environmental Packaging Laws and Regulations.......................... 7
Number of Employees................................................... 7
Available Information................................................. 8
ITEM 2. PROPERTIES...................................................... 8
ITEM 3. LEGAL PROCEEDINGS............................................... 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 9
EXECUTIVE OFFICERS OF THE REGISTRANT............................ 9
PART II................................................................. 11
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES............... 11
ITEM 6. SELECTED FINANCIAL DATA......................................... 11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS........................................... 11
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..... 11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................... 11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE............................................ 11
ITEM 9A. CONTROLS AND PROCEDURES........................................ 11
ITEM 9B. OTHER INFORMATION.............................................. 12
PART III................................................................ 12
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............. 12
ITEM 11. EXECUTIVE COMPENSATION......................................... 12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 12
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES......................... 12
PART IV................................................................. 13
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES........................ 13
15(a)(1) Financial Statements......................................... 13
15(a)(2) Financial Statement Schedule................................. 13
15(a)(3) Exhibits..................................................... 13
SIGNATURES.............................................................. 16
1
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 nation's leading 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
2004, domestic beer contributed 76.0% and 90.8%, international beer
contributed 5.4% and 21.7%, packaging contributed 9.4% and 4.5%, and
entertainment contributed 6.6% and 4.8% 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% of the Company's consolidated net sales and 96% 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 16, "Business Segments," on pages 60-61 of the
2004 Annual Report to Shareholders, which Note hereby is incorporated by
reference.
Domestic beer volume was 103.0 million barrels in 2004 as compared with
102.6 million barrels in 2003. 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
116.8 million barrels in 2004 as compared with 111.0 million barrels in
2003. 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 136.1 million
barrels and 129.8 million barrels in 2004 and 2003, 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, ZiegenBock Light, Hurricane Malt Liquor, Hurricane Ice,
Tequiza, Anheuser World Select, Bare Knuckle Stout, Bacardi Silver, Bacardi
Silver O3, and Bacardi Silver Raz. ABI's products also include three
non-alcohol beverages, O'Doul's, Busch NA, and O'Doul's Amber. During 2004,
ABI introduced Bacardi Limon, Bacardi Black Cherry, Bacardi Green Apple,
BE, and Budweiser Select and discontinued "Doc's" Hard Lemon and Kirin
Lager. The Company brews Kirin Light and Kirin-Ichiban through a joint
venture agreement with Kirin Brewing Company, Ltd. of Japan for sale in the
United States. ABI owns a 33.7% equity interest in Seattle-based Redhook
Ale Brewery, Inc. Through this alliance, Redhook products are distributed
exclusively by ABI wholesalers in substantially all U.S. markets. ABI also
owns a 39.5% interest in Portland-based Widmer Brothers Brewing Company.
Widmer products are distributed exclusively by ABI wholesalers.
Budweiser, Bud Light, Bud Ice, Michelob, Michelob Light, Michelob
ULTRA, Michelob Golden Draft, Michelob Golden Draft Light, Michelob Amber
Bock, Busch, Busch Light, Natural Light, Natural Ice, ZiegenBock Amber,
Barcardi Silver O3, Barcardi Silver Raz, Bacardi Limon, Kirin-Ichiban,
O'Doul's, O'Doul's Amber, Anheuser World Select, Budweiser 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 Light, Busch NA, BE, Bacardi Black
Cherry, Bacardi Green Apple, and Bacardi Limon are sold only in packaged
form. Bare Knuckle Stout is 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,
O'Doul's, O'Doul's Amber, Bacardi Silver, Bacardi Silver O3,
2
Barcardi Silver Raz, Bacardi Black Cherry, Bacardi Limon, and Bacardi Green
Apple and Budweiser Select are distributed and sold on a nationwide basis.
Anheuser World Select and Tequiza are sold in 49 states, Bud Ice Light in 48
states, King Cobra in 46 states, Busch NA in 45 states, Bud Dry and Michelob
Honey Lager in 44 states, Kirin-Ichiban in 43 states, BE in 42 states, Kirin
Light in 38 states, Hurricane Malt Liquor in 34 states, Bare Knuckle Stout
in 25 states, Busch Ice in 21 states, Michelob Golden Draft Light in 7
states, Michelob Golden Draft in 6 states, Hurricane Ice in 2 states, and
ZeigenBock 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 2004, approximately 93% of the beer sold by ABI, measured in
barrels, reached retail channels through more than 580 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, and complements national brand strategies with
geographic marketing teams focused on delivering relevant programming
addressing local interests and opportunities. The remainder of ABI's
domestic beer sales in 2004 were made through 14 branches that perform
similar sales, merchandising, and delivery services as the independent
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.
Another wholly-owned subsidiary, Wholesaler Equity Development
Corporation, shares equity positions with qualified partners in independent
beer wholesalerships and is currently invested in 1 wholesalership.
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, Budweiser Select, 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 value
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 Light, Kirin-Ichiban, Michelob Honey Lager,
Tequiza, ZiegenBock Amber, ZiegenBock Light, Michelob Marzen, Bacardi
Silver, Michelob ULTRA, Bacardi Silver O3, Bacardi Silver Raz, Bacardi
Limon, Bacardi Black Cherry, Bacardi Green Apple, BE, 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
(value priced) compete in the non-alcohol malt beverage category. Since
1957, ABI has led the United States brewing industry in total sales volume.
In 2004, its sales exceeded those of its nearest competitor by more than 55
million barrels. ABI's domestic market share (excluding exports) for 2004
was approximately 50%. Major competitors in the United States brewing
industry during 2004 included SABMiller, Adolph Coors Co., Pabst Brewery
Co., Grupo Modelo, S.A. de C.V., and Heineken. In addition to competing
with the other brewers' brands, the Company's beer brands must also compete
in the marketplace with other types of alcohol beverage choices available
to consumers.
3
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.
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.
INTERNATIONAL BEER
International beer volume was nearly 13.8 million barrels in 2004,
including 5.2 million barrels due to the Company's partial year of owning
Harbin Brewery Group, compared with 8.4 million barrels in 2003.
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. Following the
acquisition of Harbin Brewery Group in 2004, which is described below,
ABII, working with the existing management of Harbin Brewery Group, also
handles the marketing and sale of Harbin and other brands owned by Harbin
Brewery Group.
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, Michelob ULTRA, and Anheuser World
Select Lager 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).
In Mexico, Budweiser, Bud Light and O'Doul's are imported and distributed
by a wholly owned subsidiary of Grupo Modelo (Cervezas Internacionales).
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. The Company acquired a 20%
stake in CCU in 2001 and subsequently sold its 20% stake in November 2004
for $303 million. The Company still owns a 10.8% stake in a subsidiary of
CCU in Argentina that brews and distributes Budweiser under license in
Argentina and distributes Budweiser in Chile and Uruguay.
In China, the Company purchased an initial 80% equity interest in a
joint venture in 1995, renamed the Budweiser Wuhan International Brewing
Company, Ltd., that owns and operates a brewery in Wuhan. This ownership
interest has subsequently increased to 97%.
During the second quarter of 2004, the Company initiated a tender offer
for all outstanding shares of Harbin Brewery Group, the fourth largest
brewer in China, and completed the purchase by the end of July 2004. The
Company paid a total of $694 million for 100% of Harbin Brewery Group.
Harbin Brewery Group has thirteen breweries in northeast China. Harbin
Brewery Group owns 100% of the entities operating six of the breweries and
a majority interest in the remaining seven breweries. (See Item 2 of
Part I--Properties.)
4
The Company has a strategic investment agreement with Tsingtao Brewing
Company, Ltd., the largest brewer in China, and producer of the Tsingtao
brand, whereby the Company has invested $182 million in Tsingtao
convertible bonds that when fully converted over the next several years,
will increase its economic ownership interest to 27% of Tsingtao (with a
voting interest of 20%). 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 made its final
investment of $33 million in convertible bonds during the first quarter 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, the Company 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 pages 49 and 50
of the 2004 Annual Report to Shareholders, 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
of either Grupo Modelo or Diblo.
Competition for International Beer operations differs significantly
depending upon the specific country involved. For 2004, no single foreign
country or region accounted for more than 2.6% of consolidated revenues or
2.1% 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 78%, 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 68% 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 83%, including a share of
13% related to the Company's products.
Net income for the International Beer Segment also includes 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 significantly compete 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 16, "Business Segments," on pages 60-61 of the 2004 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 and U.S. soft drink customers (See Item 2 of
Part 1--Properties); Anheuser-Busch Recycling Corporation, which buys and
sells used aluminum beverage containers from its corporate office in Sunset
Hills, Missouri and recycles aluminum containers at its plant in Hayward,
California; Precision Printing and Packaging, Inc., which manufactures
pressure sensitive, 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.
5
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 13.3% 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 2004 include Walt Disney Co., Six Flags Parks, and
Universal Studios Theme 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.
6
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.
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, Hawaii, Iowa, Maine,
Massachusetts, Michigan, New York, Oregon, and Vermont have adopted certain
restrictive packaging laws and regulations for beverages that require
deposits on packages. ABI continues to do business in these states. 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, 2004, the Company had 31,435 full-time employees.
As of December 31, 2004, approximately 7,783 employees were represented
by the International Brotherhood of Teamsters. Eighteen other unions
represented approximately 1,147 domestic 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.
7
AVAILABLE INFORMATION
The Company maintains a website on the World Wide Web at
www.anheuser-busch.com. The Company makes available, free of charge, on its
website its annual reports on Forms 10-K, quarterly reports on Forms 10-Q,
current reports on Forms 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.
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 92.4% of capacity in 2004; 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. With its acquisition of
Harbin Brewery Group, the Company now has thirteen breweries in northeast
China. There are two breweries located in Harbin and one in each of Hailun,
Yongji County (Jilin Province), Hegang, Changchun, Mudanjiang, Jiamusi,
Daqing, Jinzhou, Tangshan, Shenyang, and Yanji.
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, the brewery in Wuhan, China, and certain of
the breweries owned by Harbin Brewery Group, 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
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.
8
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,
"Contingencies," on page 58 of the 2004 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. The suit sought disgorgement of unspecified profits earned by
the Company in the past and other unspecified damages and equitable relief.
The California state court has dismissed all causes of action with
prejudice. The plaintiffs have indicated their intent to appeal.
A putative class action was brought against the Company (and many other
defendants) in Ohio. In that suit, parents of illegal underage drinkers are
suing to recover the sums that their offspring purportedly spent illegally
buying alcohol from persons or entities other than the defendants. The suit
alleges four causes of action against Anheuser-Busch: negligence, unjust
enrichment, violation of the Ohio Consumer Sales Practices Act, and civil
conspiracy. It seeks money damages, punitive damages, and injunctive and
equitable relief, including so-called disgorgement of profits allegedly
attributable to underage drinking. The Company removed the case to federal
court in the Northern District of Ohio in June 2004. The Company has moved
to dismiss this action, and that motion is fully briefed and awaiting
decision.
The Company believes that it has strong legal and factual defenses to
both of these class actions and intends to defend itself vigorously.
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, 2004.
EXECUTIVE OFFICERS OF THE REGISTRANT
PATRICK T. STOKES (age 62) 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 67) 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) and Chief Executive Officer (1975-2002). 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 58) is presently Vice President and Chief
Financial Officer of the Company and has served in such capacity since
1996.
JOHN E. JACOB (age 70) 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.
9
THOMAS W. SANTEL (age 46) is presently Vice President-Corporate
Development of the Company and has served in such capacity since 1996.
STEPHEN J. BURROWS (age 53) 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 40) 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 45) is presently Group Vice President and Chief
Legal Officer and has served in that capacity since July 2004. He had
previously served as Vice President-Corporate Human Resources (2000-June
2004) and Vice President and Deputy General Counsel of the Company
(1998-2000).
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 51) 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-Communications
and Consumer Affairs of the Company and has served in such capacity since
May 2004. She previously served as its Vice President-Corporate
Communications (2002-April 2004) and Vice President-Consumer Affairs
(1999-2002).
KEITH M. KASEN (age 61) is presently Chairman of the Board and
President of the Company's subsidiary, Busch Entertainment Corporation, and
has served in such capacities since 2003. During the past five years, he
also served as Executive Vice President and General Manager of the SeaWorld
theme parks in Orlando, Florida (2000-2003) and in San Antonio, Texas
(1997-2000).
JOSEPH P. CASTELLANO (age 51) is presently Vice President-Corporate
Human Resources of the Company and has served in such capacity since July
2004. He previously served as Vice President-Retail Marketing (2001-June
2004) and Vice President-Wholesale Operations (1994-2001) of the Company's
subsidiary, Anheuser-Busch, Incorporated.
JAMES F. HOFFMEISTER (age 60) is presently Group Vice
President-Procurement, Logistics and Agricultural Resources of the
Company's subsidiary, Anheuser-Busch, Incorporated and has served in such
capacity since July 2004. He previously served as Vice
President-Administration (1990-June 2004) of Anheuser-Busch, Incorporated.
MICHAEL J. OWENS (age 50) is presently Vice President-Sales and
Marketing of the Company's subsidiary, Anheuser-Busch, Incorporated and has
served in such capacity since July 2004. He previously served as Vice
President-Sales (2001-June 2004) and Vice President-Geographic Marketing
(1997-2001) of Anheuser-Busch, Incorporated.
ROBERT C. LACHKY (age 51) is presently Vice President-Brand Management
and Director-Global Brand Creative of the Company's subsidiary,
Anheuser-Busch, Incorporated and has served in such capacity since 2001. He
previously served as Vice President-Brand Management (1997-2001) of
Anheuser-Busch, Incorporated.
10
ANTHONY T. PONTURO (age 52) is presently Vice President-Global Media
and Sports Marketing of the Company's subsidiary, Anheuser-Busch,
Incorporated and has served in such capacity since 1998.
JOHN F. KELLY (age 48) is presently Vice President and Controller of
the Company and has served in such capacity since 1996.
PART II
The information required by Items 5 (except as set forth below), 6, 7,
7A, and 8 of this Part II are hereby incorporated by reference from pages
26 through 65 of the Company's 2004 Annual Report to Shareholders.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
On October 1, 2004, the Company issued out of treasury shares a total
of 79 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.
Following are the Company's common stock purchases during the fourth
quarter 2004 (shares in millions):
AVG. PRICE
SHARES PER SHARE
------ ----------
Shares Remaining Authorized Under Disclosed Repurchase
Programs at September 30, 2004............................ 49,998,392
----------
Less Shares Repurchased:
October..................................................... 2,608,300 $50.48
November.................................................... 969,421 $50.43
December.................................................... 2,151,753 $50.47
----------
Total Shares Repurchased................................ 5,729,474 $50.47
----------
Shares Remaining Authorized Under Disclosed Repurchase
Programs at December 31, 2004............................. 44,268,918
==========
All shares are repurchased under authorization by the Company's Board
of Directors. The Board authorized the current program to repurchase 100
million shares in March 2003. There is no prescribed termination date for
this program. The figures shown include shares delivered to the Company to
exercise stock options.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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
11
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, 2004 and have concluded that they are effective as of
December 31, 2004 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.
Management's Report on Internal Control Over Financial Reporting
appears on page 40 of the 2004 Annual Report to Shareholders, which is
incorporated by reference. The Report of Independent Registered Public
Accounting Firm on Internal Control Over Financial Reporting appears on
page 41 of the 2004 Annual Report to Shareholders, which is incorporated by
reference.
ITEM 9B. OTHER INFORMATION.
None.
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, 12
and pages 29 and 30 of the Company's Proxy Statement for the Annual Meeting
of Stockholders on April 27, 2005. The information required by this Item
with respect to Executive Officers is presented on pages 9-11 of this Form
10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by
reference from pages 11 and 12 and pages 20 through 27 of the Company's
Proxy Statement for the Annual Meeting of Stockholders on April 27, 2005.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 27, 2005.
The information required pursuant to Item 201(d) of Regulation S-K is
hereby incorporated by reference from page 27 of the Company's Proxy
Statement for the Annual Meeting of Stockholders on April 27, 2005.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by
reference from pages 28 and 29 of the Company's Proxy Statement for the
Annual Meeting of Stockholders on April 27, 2005.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item is hereby incorporated by
reference from page 20 of the Company's Proxy Statement for the Annual
Meeting of Stockholders on April 27, 2005.
12
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
1. FINANCIAL STATEMENTS: PAGE
----
Report of Independent Registered Public Accounting Firm 41*
Consolidated Balance Sheet at December 31, 2004 and 2003 42*
Consolidated Statement of Income for the three years ended
December 31, 2004 43*
Consolidated Statement of Changes in Shareholders Equity for the
three years ended December 31, 2004 44*
Consolidated Statement of Cash Flows for the three years ended
December 31, 2004 45*
Notes to Consolidated Financial Statements and Supplementary
Information 46-65*
*Incorporated herein by reference from the indicated pages of the 2004
Annual Report to Shareholders.
2. FINANCIAL STATEMENT SCHEDULE:
Report of Independent Registered Public Accounting Firm on
Financial Statement Schedule for the three years ended
December 31, 2004 F-1
Schedule II--Valuation and Qualifying Accounts and Reserves F-2
3. EXHIBITS:
Exhibit 3.1 --Restated Certificate of Incorporation.
Exhibit 3.2 --By-Laws of the Company (As amended and restated
September 24, 2003) (Incorporated by reference to
Exhibit 3.2 to Form 10-K for the fiscal year ended
December 31, 2003).
Exhibit 4.1 --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 4.2 --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.
Exhibit 4.3 --Credit Agreement dated as of August 4, 2003 among
the Company and JP Morgan Chase Bank, as
Administrative Agent (Incorporated by reference
to Exhibit 4.5 to Form 10-K for the fiscal year
ended December 31, 2003).
Exhibit 10.1 --Anheuser-Busch Companies, Inc. Deferred
Compensation Plan for Non-Employee Directors
amended and restated as of March 1, 2000.*
13
Exhibit 10.2 --Anheuser-Busch Companies, Inc. Non-Employee
Director Elective Stock Acquisition Plan amended
and restated as of March 1, 2000.*
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 (Incorporated by reference to
Appendix C to the Definitive Proxy Statement
for Annual Meeting of Stockholders on April 27,
2005).*
Exhibit 10.6 --Anheuser-Busch Companies, Inc. Excess Benefit
Plan amended and restated as of March 1, 2000.*
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 --First Amendment to the Anheuser-Busch Global
Employee Stock Purchase Plan.
Exhibit 10.9 --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 10.10--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 10.11--Anheuser-Busch 401(k) Restoration Plan amended
and restated as of March 1, 2000.*
Exhibit 10.12--Form of Indemnification Agreement with Directors
and Executive Officers.*
Exhibit 10.13--Anheuser-Busch Officer Bonus Plan as amended on
April 26, 2000 and proposed to be amended on
April 27, 2005 (Incorporated by reference to
Appendix B to the Definitive Proxy Statement
for Annual Meeting of Stockholders on April 27,
2005).*
Exhibit 10.14--Investment Agreement By and Among Anheuser-Busch
Companies, Inc., Anheuser-Busch International,
Inc. and Anheuser-Busch International Holdings,
Inc. and Grupo Modelo, S.A. de C.V., Diblo,
S.A. de C.V. and certain shareholders thereof,
dated as of June 16, 1993.
Exhibit 10.15--Letter agreement between Anheuser-Busch Companies,
Inc. and the Controlling Shareholders regarding
Section 5.5 of the Investment Agreement filed
as Exhibit 10.14 of this report.
Exhibit 10.16--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 10.17--Consulting Agreement between Anheuser-Busch
Companies, Inc. and a former executive officer
of the Company.*
Exhibit 10.18--2005 Officer Bonus Program*
14
Exhibit 10.19--Summary of Compensation arrangements with
Executive Officers of the Company.*
Exhibit 10.20--Summary of Compensation arrangements with
Non-Employee Directors of the Company.*
Exhibit 12 --Ratio of Earnings to Fixed Charges.
Exhibit 13 --Pages 26 through 65 of the Anheuser-Busch
Companies, Inc. 2004 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 (Incorporated
by reference to Exhibit 14 to Form 10-K for
the fiscal year ended December 31, 2003).
Exhibit 21 --Subsidiaries of the Company
Exhibit 23 --Consent of Independent Registered Public
Accounting Firm
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.
15
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
Date: March 10, 2005
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)
Date: March 10, 2005
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
16
ANHEUSER-BUSCH COMPANIES, INC.
INDEX TO FINANCIAL STATEMENT SCHEDULE
PAGE
----
Report of Independent Registered Public Accounting Firm on F-1
Financial Statement Schedule..............................
Financial Statement Schedule for the Years 2004, 2003 and
2002:
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.
17
[PricewaterhouseCoopers logo]
- -----------------------------------------------------------------------------
PricewaterhouseCoopers LLP
One Bank of America Plaza
800 Market Street
St. Louis MO 63101-2695
Telephone (314) 206 8500
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Anheuser-Busch Companies, Inc.
Our audits of the consolidated financial statements, of management's
assessment of the effectiveness of internal control over financial
reporting and of the effectiveness of internal control over financial
reporting referred to in our report dated February 23, 2005 appearing in
the 2004 Annual Report to Shareholders of Anheuser-Busch Companies, Inc.
(which reports and consolidated financial statements and assessment 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, this 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, MO
February 23, 2005
F-1
ANHEUSER-BUSCH COMPANIES, INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(IN MILLIONS)
2004 2003 2002
---- ---- ----
Reserve for doubtful accounts:
Balance at beginning of period....................... $ 6.6 $ 5.6 $ 7.7
Additions charged to costs and expenses.............. 0.5 1.6 (1.3)
Additions (recoveries of uncollectible accounts
previously written off)............................ 0.2 0.2 0.2
Addition related to Harbin acquisition............... 6.1 -- --
Reductions (uncollectible accounts written off)...... (0.9) (0.8) (1.0)
------ ------ -----
Balance at end of period............................. $ 12.5 $ 6.6 $ 5.6
====== ====== =====
Deferred income tax asset valuation allowance:
Balance at beginning of period....................... $ 19.9 $ 10.9 $12.0
Additions charged to costs and expenses.............. 12.0 14.6 7.7
Addition related to Harbin acquisition............... 15.4 -- --
Reductions from utilizations and expirations......... (15.1) (5.6) (8.8)
------ ------ -----
Balance at end of period............................. $ 32.2 $ 19.9 $10.9
====== ====== =====
F-2