1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended March 31, 2001
Commission file number 1-7823
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its 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)
314-577-2000
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
$1 Par Value Common Stock - 897,553,504 shares as of March 31, 2001
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CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
Three Months Ended March 31,
---------------------------
(In millions, except per share data) 2001 2000
-----------------------------------------------------------------------
Sales......................................... $3,473.7 $3,299.6
Less excise taxes........................... (493.1) (487.7)
----------------------
Net sales....................................... 2,980.6 2,811.9
Cost of products and services................. (1,863.3) (1,779.7)
----------------------
Gross profit.................................... 1,117.3 1,032.2
Gain on sale of SeaWorld Cleveland............ 17.8 ---
Marketing, distribution and administrative
expenses..................................... (479.9) (450.0)
----------------------
Operating income................................ 655.2 582.2
Interest expense.............................. (91.6) (86.7)
Interest capitalized.......................... 7.2 6.9
Interest income............................... 0.2 0.3
Other expense, net............................ (3.5) (0.7)
----------------------
Income before income taxes...................... 567.5 502.0
Provision for income taxes.................... (221.4) (190.7)
Equity income, net of tax....................... 48.3 39.0
----------------------
Net income.................................... 394.4 350.3
Retained earnings, beginning of period.......... 10,164.4 9,181.2
Common stock dividends (per share: 2001-$.165;
2000-$.15).................................... (148.2) (137.0)
----------------------
Retained earnings, end of period............. $10,410.6 $9,394.5
======================
Basic earnings per share........................ $ .44 $ .38
======================
Diluted earnings per share...................... $ .43 $ .38
======================
See accompanying Notes to Consolidated Financial Statements on pages 3 and 4.
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Notes to Consolidated Financial Statements
1. UNAUDITED FINANCIAL STATEMENTS: The accompanying unaudited financial
statements have been prepared in accordance with generally accepted
accounting principles and applicable SEC guidelines pertaining to
interim financial information, and include all adjustments (consisting
only of normal and recurring adjustments) necessary for a fair
presentation. These statements should be read in conjunction with the
Consolidated Financial Statements and Notes included in the Company's
Annual Report to Shareholders for the year ended December 31, 2000.
2. BUSINESS SEGMENTS INFORMATION FOR THE THREE MONTHS ENDED MARCH 31,
(In millions):
----------------------------------------------------------------------------------------------------------------------
2001 Domestic Beer Int'l Beer Packaging Entertain. Other Corp. & Elims. Consol.
----------------------------------------------------------------------------------------------------------------------
Gross Sales $2,893.4 137.8 494.7 127.7 18.9 (198.8) $3,473.7
----------------------------------------------------------------------------------------------------------------------
Net Sales:
- Intersegment -- -- $194.8 -- 4.0 (198.8) $--
- External $2,419.9 118.2 299.9 127.7 14.9 -- $2,980.6
----------------------------------------------------------------------------------------------------------------------
Income Before
Income Taxes $674.2 11.4 26.0 (2.5) (1.4) (140.2) $567.5
----------------------------------------------------------------------------------------------------------------------
Equity Income,
Net of Tax -- $48.3 -- -- -- -- $48.3
----------------------------------------------------------------------------------------------------------------------
Net Income $418.0 55.4 16.1 (7.1) (0.9) (87.1) $394.4
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
2000 Domestic Beer Int'l Beer Packaging Entertain. Other Corp. & Elims. Consol.
----------------------------------------------------------------------------------------------------------------------
Gross Sales $2,764.9 128.4 468.3 110.7 20.3 (193.0) $3,299.6
----------------------------------------------------------------------------------------------------------------------
Net Sales:
- Intersegment -- -- $186.4 -- 6.6 (193.0) $--
- External $2,299.3 106.3 281.9 110.7 13.7 -- $2,811.9
----------------------------------------------------------------------------------------------------------------------
Income Before
Income Taxes $642.2 4.4 8.1 (27.5) (0.8) (124.4) $502.0
----------------------------------------------------------------------------------------------------------------------
Equity Income,
Net of Tax -- $39.0 -- -- -- -- $39.0
----------------------------------------------------------------------------------------------------------------------
Net Income $398.2 41.7 5.0 (17.1) (0.5) (77.0) $350.3
----------------------------------------------------------------------------------------------------------------------
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3. EARNINGS PER SHARE
Earnings per share are computed by dividing net income by weighted
average common shares outstanding for the period. Weighted average
common shares outstanding for the quarters ended March 31, were
(millions of shares):
2001 2000
------ ------
Basic weighted average shares outstanding 898.6 911.5
Diluted weighted average shares outstanding 910.4 921.9
-----------------------------------------------------------------------------
4. COMPREHENSIVE INCOME (In Millions)
Comprehensive income for the three months ended March 31, follows:
2001 2000
------ -------
Net income $394.4 $ 350.3
Foreign currency translation adjustment 11.3 42.8
Deferred hedging losses (14.2) --
------ -------
Comprehensive income $391.5 $ 393.1
====== =======
-----------------------------------------------------------------------------
The components of accumulated other comprehensive income as of March 31, 2001
and December 31, 2000, follow:
March 31, December 31,
2001 2000
--------- -----------
Foreign currency translation adjustment $(201.0) $(212.3)
Deferred hedging losses (14.2) --
-------- -------
Total accumulated other
comprehensive income $(215.2) $(212.3)
====== =======
-----------------------------------------------------------------------------
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CONSOLIDATED BALANCE SHEET
Anheuser-Busch Companies, Inc., and Subsidiaries
(Unaudited)
March 31, Dec. 31,
------------------------
(In millions) 2001 2000
------------------------------------------------------------------
Assets
Current Assets:
Cash and marketable securities......... $ 144.4 $ 159.9
Accounts and notes receivable.......... 770.5 600.4
Inventories:
Raw materials and supplies........... 342.1 347.3
Work in progress..................... 87.2 82.9
Finished goods....................... 227.2 178.1
Total inventories.................. 656.5 608.3
Other current assets................. 176.1 179.3
------------------------
Total current assets............... 1,747.5 1,547.9
Investments in affiliated companies...... 2,586.9 2,207.4
Other assets............................. 1,084.7 1,073.6
Plant and equipment, net................. 8,302.2 8,243.8
------------------------
Total Assets......................... $13,721.3 $13,072.7
========================
Liabilities and Shareholders Equity
Current Liabilities:
Accounts payable....................... $ 851.7 $ 940.8
Accrued salaries, wages and benefits... 236.3 276.4
Accrued taxes.......................... 349.6 127.4
Other current liabilities.............. 406.9 331.1
------------------------
Total current liabilities............ 1,844.5 1,675.7
------------------------
Postretirement benefits.................. 490.3 492.7
------------------------
Debt..................................... 5,823.7 5,362.7
------------------------
Deferred income taxes.................... 1,380.3 1,372.9
------------------------
Other long-term liabilities.............. 42.2 39.8
------------------------
Shareholders Equity:
Common stock, $1.00 par value,
1.6 billion shares authorized........ 1,442.7 1,441.5
Capital in excess of par value......... 747.2 725.3
Retained earnings...................... 10,410.6 10,164.4
Accumulated other comprehensive income. (215.2) (212.3)
Treasury stock, at cost.................. (8,112.8) (7,817.8)
ESOP debt guarantee.................... (132.2) (172.2)
------------------------
4,140.3 4,128.9
------------------------
Commitments and Contingencies............ -- --
------------------------
Total Liabilities and Shareholders
Equity................................. $13,721.3 $13,072.7
========================
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CONSOLIDATED STATEMENT OF CASH FLOWS
Anheuser-Busch Companies, Inc., and Subsidiaries (Unaudited)
Three months ended March 31,
------------------------------
(In millions) 2001 2000
---------------------------------------------------------------------------
Cash flow from operating activities:
Net income......................................... $ 394.4 $ 350.3
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.................. 203.3 192.8
Deferred income taxes.......................... 7.4 9.4
Gain on sale of SeaWorld Cleveland............. (17.8) --
Undistributed earnings of affiliated companies. (48.3) (39.0)
Other, net..................................... (10.7) (10.3)
------------------
Operating cash flow before changes in working
capital............................................ 528.3 503.2
Increase in working capital.................... (46.3) (77.4)
------------------
Cash provided by operating activities.............. 482.0 425.8
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Cash flow from investing activities:
Capital expenditures............................... (306.0) (279.5)
New business acquisitions.......................... (366.2) (28.9)
Proceeds from sale of SeaWorld Cleveland........... 110.0 --
------------------
Cash used for investing activities................. (562.2) (308.4)
------------------
Cash flow from financing activities:
Issuance of long-term debt......................... 706.8 651.8
Reduction of long-term debt........................ (214.9) (12.0)
Dividends paid to stockholders..................... (148.2) (137.0)
Acquisition of treasury stock...................... (295.0) (655.1)
Shares issued under stock plans.................... 16.0 20.0
------------------
Cash provided by/(used for) financing activities... 64.7 (132.3)
------------------
Net decrease in cash and marketable
securities during the period..................... (15.5) (14.9)
Cash and marketable securities, beginning of
period........................................... 159.9 152.1
------------------
Cash and marketable securities, end of period........ $ 144.4 $ 137.2
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND
FINANCIAL CONDITION
INTRODUCTION
------------
This discussion summarizes the significant factors affecting the
consolidated operating results, financial condition and liquidity/cash flows
of Anheuser-Busch Companies, Inc. for the first quarter ended March 31, 2001,
compared to the first quarter ended March 31, 2000, and the year ended
December 31, 2000. This discussion should be read in conjunction with the
Consolidated Financial Statements and Notes included in the company's Annual
Report to Shareholders for the year ended December 31, 2000.
This discussion contains statements regarding the company's
expectations concerning its future operations, earnings and outlook. These
statements are forward-looking statements that involve significant risks and
uncertainties, and accordingly, no assurances can be given that such
expectations will be correct. These expectations are based upon many
assumptions that the company believes to be reasonable, but such assumptions
may ultimately prove to be inaccurate or incomplete, in whole or in part.
Important factors that could cause actual results to differ (favorably or
unfavorably) from the expectations stated in this discussion include, among
others, changes in the pricing environment for the company's products; changes
in domestic demand for malt beverage products; changes in customer preference
for the company's malt beverage products; regulatory or legislative changes;
changes in raw materials prices; changes in interest rates; changes in foreign
currency exchange rates; changes in attendance and consumer spending patterns
for the company's theme park operations; changes in demand for aluminum
beverage containers; changes in the company's international beer business or
in the beer business of the company's international equity partners; and the
effect of stock market conditions on the company's share repurchase program.
The company disclaims any obligation to update any of these forward-looking
statements. If the company determines to update any forward-looking
statement, it will do so publicly. No private statements by the company or
its personnel should be interpreted as updating forward-looking statements.
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FIRST QUARTER 2001 FINANCIAL RESULTS
------------------------------------
Key operating results for the first quarter 2001 versus 2000 are
summarized below:
------------------------------------------------------------------------------
(in millions, except per share)
---------------------------------------------
First Quarter 2001 versus 2000
-------------------- ----------------------
2001 2000 $ %
-------- --------- ---------- -----------
Gross Sales $3,474 $3,300 Up $174 Up 5.3%
Excise Taxes $493 $488 Up $5 Up 1.1%
Net Sales $2,981 $2,812 Up $169 Up 6.0%
Operating Income $655 $582 Up $73 Up 12.5%
Equity Income, Net of Tax $48 $39 Up $9 Up 23.6%
Net Income $394 $350 Up $44 Up 12.6%
Diluted Earnings per Share $.43 $.38 Up $.05 Up 13.2%
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RESULTS OF OPERATIONS
---------------------
Anheuser-Busch Companies, Inc. achieved gross sales of $3.5 billion
during the first quarter 2001, an increase of $174 million, or 5.3%, over
first quarter 2000 gross sales. The company had net sales of $3.0 billion,
an increase of $169 million, or 6.0%, compared to the first quarter 2000.
The difference between gross sales and net sales reflects beer excise taxes
paid by the company on its products.
The increases in both gross and net sales were primarily due to a
continuation of strong revenue per barrel growth and increased beer sales
volume in domestic beer operations and significant contributions from the
international beer segment. All the company's business segments had
increased sales during the quarter.
Anheuser-Busch's financial performance in the first quarter represents
the company's tenth consecutive quarter of solid double-digit earnings per
share growth. The company's consistent, dependable earnings growth
performance is especially notable given the changes in the economy. All of
Anheuser-Busch's business segments contributed to the consolidated earnings
per share growth in the quarter. The company's first quarter results provide
a solid foundation for achieving its earnings per share growth target of 12%
for 2001. Longer term, Anheuser-Busch remains confident in its ability to
consistently achieve its double-digit earnings per share growth objective.
Domestic revenue per barrel grew 2.6% in the first quarter 2001
compared to the first quarter last year. Revenue per barrel growth continues
to reflect the improved industry fundamentals and the company's strategy to
focus on beer profit margin growth
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rather than rapid market share gains. Profit margins in the quarter expanded
significantly and return on capital employed increased almost 100 basis
points over the past twelve months versus the prior period. Return on
capital employed has expanded 100 basis points or more in each of the last
two calendar years.
In October 2000 and February 2001 the company implemented selected
price increases and additional discount reductions on approximately 75% of its
volume. Revenue per barrel has increased by 2% or more for ten consecutive
quarters.
Domestic beer sales-to-wholesalers increased 2.2% for the first quarter
of 2001 versus the first quarter 2000. Wholesaler sales-to-retailers volume
was up 0.3% for the quarter compared to an exceptionally strong first quarter
2000, when sales-to-retailers volume increased 4.5% over 1999. The company
expects sales-to-wholesalers and sales-to-retailers to be up 1.5% to 2% for
the full year.
The company's beer volume is summarized in the following table:
------------------------------------------------------------------------------
Beer Volume (millions of barrels)
-----------------------------------------------------------------------------
First Quarter 2001 versus 2000
------------------- ---------------------
2001 2000 Barrels %
------- ------- -------- -----------
Domestic 24.2 23.7 Up 0.5 Up 2.2%
International 1.6 1.5 Up 0.1 Up 7.6%
------- -------- -------- -----------
Worldwide A-B Brands 25.8 25.2 Up 0.6 Up 2.5%
Int'l Equity Partner Brands 4.0 3.4 Up 0.6 Up 16.2%
------- -------- -------- -----------
Total Brands 29.8 28.6 Up 1.2 Up 4.1%
======= ======== ======== ===========
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Worldwide Anheuser-Busch beer sales volume for the first quarter 2001
rose 2.5%, to 25.8 million barrels, versus first quarter 2000. Worldwide
beer volume is comprised of domestic volume and international volume.
Domestic volume represents Anheuser-Busch beer produced and shipped within
the United States. International volume represents exports from the
company's U.S. breweries to markets around the world, plus Anheuser-Busch
brands produced overseas by company-owned breweries and under license and
contract brewing agreements.
Total volume, which combines worldwide Anheuser-Busch brand volume with
equity volume (representing the company's share of its foreign equity
partners' volume), was 29.8 million barrels in the first quarter 2001, up 1.2
million barrels, or 4.1%, over first quarter 2000.
Anheuser-Busch reported domestic beer sales to wholesalers of 24.2
million barrels, an increase of 0.5 million barrels, or 2.2% for the first
quarter 2001 compared to the first quarter 2000. The increase was led by Bud
Family sales.
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International Anheuser-Busch beer volume, excluding Modelo, for the
first quarter 2001 was 1.6 million barrels, an increase of 111,000 barrels,
or 7.6%, compared to the first quarter 2000, primarily due to increases in
China.
The company's domestic market share (excluding exports) for the first
quarter 2001 was 49.8%, an increase of 0.9 share points over 2000 market
share of 48.9%. Domestic market share is determined based on industry sales
estimates provided by the Beer Institute.
Cost of products and services for the first quarter 2001 was $1.9
billion, an $83.6 million, or 4.7%, increase compared to the first quarter
2000. The increase in cost of products and services is principally due to
higher domestic beer volume and higher energy and packaging material costs.
First quarter 2000 cost of products and services includes a $13 million
charge related to prior year accounting errors at the company's label
manufacturing business in Clarksville, Tennessee. Gross profit as a
percentage of net sales was 37.5% for the first quarter 2001, up 80 basis
points from 36.7% for the first quarter 2000, primarily due to the impact of
higher revenue per barrel.
Marketing, distribution and administrative expenses for the first
quarter 2001 were $479.9 million, compared with $450.0 million for the first
quarter 2000, an increase of $29.9 million, or 6.6%. The increase in
marketing, distribution and administrative expenses in the first quarter 2001
compared to the prior year is due primarily to higher domestic beer marketing
costs (which includes incremental spending for new product introductions),
higher international beer marketing and increased corporate expenses related
primarily to higher employee benefit costs.
Operating income increased $73 million, or 12.5%, versus the first
quarter 2000, reflecting higher revenue per barrel and domestic beer sales
volume, along with improved results for international beer, packaging and
entertainment operations. Operating income in the first quarter 2001
includes a $17.8 million gain from the sale of the SeaWorld Cleveland theme
park.
International beer segment net income was up 33% in the first quarter
2001 compared to the first quarter 2000. Equity income, net of tax,
increased $9 million, or 23.6%, to $48 million, for the first quarter 2001
due to strong underlying volume and earnings results of Grupo Modelo and
equity income from Compania Cervecerias Unidas S.A. (CCU). In 2001 the
company purchased a 19.8% equity interest in CCU for approximately $318
million and began including its share of CCU's income within the equity
income line in the first quarter. International beer operating profits,
excluding Modelo and CCU, also increased primarily reflecting volume driven
gains in China.
Packaging segment operating profits, excluding the 2000 adjustment
related to the label manufacturing business, were up $4 million or 21%, in
the first quarter 2001. This increase is primarily due to lower can
conversion costs.
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Entertainment segment operating results, excluding the gain on sale of
the SeaWorld Cleveland theme park, were up versus prior year primarily due to
increased attendance and the impact of the new Discovery Cove park, which
began operations in July 2000.
Net interest cost (interest expense less interest income) was $91.4
million for the first quarter 2001, an increase of $5.0 million, or 5.8%
compared to the first quarter 2000. The increase in net interest cost is
primarily due to higher average outstanding debt balances compared to last
year. Interest capitalized increased $0.3 million, to $7.2 million, for the
first quarter 2001 compared to the corresponding period in 2000.
Other income/expense, net includes numerous items of a nonoperating
nature which do not have a material impact on the company's consolidated
results of operations, either individually or in the aggregate.
Net income increased $44 million, or 12.6%, for the first quarter 2001
versus the same period last year, while diluted earnings per share in the
first quarter 2001 were $.43, up 13.2% compared to the first quarter 2000.
These increases reflect improved results in all business segments, led by
domestic beer earnings due to increased revenue per barrel and sales volume,
and improved international beer results, including significantly increased
equity earnings from the company's investment in Grupo Modelo.
Earnings per share results for the first quarter 2001 include a one-
half cent per share benefit from the sale of the SeaWorld Cleveland theme
park. The write-off of non-deductible goodwill associated with the sale of
the SeaWorld Cleveland theme park increased the effective tax rate to 39%
versus 38% in the first quarter last year.
Earnings per share for the quarter also benefited from the company's
ongoing share repurchase program. The company repurchased over 7 million
shares in the quarter.
LIQUIDITY AND FINANCIAL CONDITION
---------------------------------
Cash and marketable securities at March 31, 2001 were $144.4 million, a
decrease of $15.5 million from the December 31, 2000 balance. The principal
source of the company's cash flow is cash generated by operations. Net
issuance of debt provided additional sources of cash during the twelve-month
period ended March 31, 2001. Principal uses of cash are capital
expenditures, business investments, share repurchase and dividends. See the
Consolidated Statement of Cash Flows for detailed information.
Total borrowings increased $451.9 billion during the twelve-month
period ended March 31, 2001, as outlined below:
Debt Issuances ... $706.8 million, comprised of the following:
--------------
-- $700.0 million of commercial paper
-- $6.8 million of miscellaneous borrowings
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Debt Reduction ... $254.9 million, comprised of the following:
--------------
-- $200.0 million of long-term notes (6.9% fixed rate)
-- $40.0 million of ESOP debt (8.25% fixed rate)
-- $7.5 million of medium-term notes (7.4% weighted average rate)
-- $7.4 million of miscellaneous reductions
At March 31, 2001, $1.5 billion of commercial paper borrowings were
outstanding. Commercial paper amounts up to $2 billion are classified as
long-term since they are maintained on a long-term basis with on-going
support provided by the company's $2 billion revolving credit agreement.
Capital expenditures during the first quarter 2001 were $306.0 million,
compared to $279.5 million for the first quarter 2000. Full year 2001
capital expenditures are expected to approximate $1 billion.
Risk Management
---------------
The company's derivatives holdings will fluctuate during the year based
on normal and recurring changes in purchasing and production activity. Since
December 31, 2000, there have been no significant changes in the company's
interest rate, commodity price and foreign currency exposures, changes in the
types of derivative instruments used to hedge those exposures, or significant
changes in underlying market conditions.
Effective January 1, 2001, Anheuser-Busch adopted the provisions of FAS
133, "Accounting for Derivative Instruments and Hedging Activities." FAS 133
requires all derivative financial instruments to be reported on the balance
sheet at fair value. Changes in fair value are recognized either in earnings
or equity, depending on the nature of the underlying exposure being hedged
and how effective the derivative is at offsetting price movements in the
underlying exposure. All of the company's existing derivative positions
qualified for hedge accounting on adoption of FAS 133. The impact of
adoption was not material. Under FAS 133 foreign currency and interest rate
hedges are principally classified as fair value hedges while commodity price
hedges are primarily cash flow hedges.
Gains and losses due to commodity hedge ineffectiveness are recognized
as a component of cost of goods sold in the Consolidated Income Statement.
Gains or losses from ineffectiveness recognized in the first quarter 2001
were not material for any of the company's hedges.
Deferred gains and losses currently reflected in Accumulated Other
Comprehensive Income in Shareholders Equity will be recognized in cost of
goods sold when the underlying transactions occur - generally over the next
12 to 18 months. No gains or losses were recorded in the first quarter due
to underlying transactions not occurring as anticipated.
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Environmental Matters
---------------------
The company is subject to federal, state and local environmental
protection laws and regulations and is operating within such laws or is
taking action aimed at assuring compliance with such laws and regulations.
Compliance with these laws and regulations is not expected to materially
affect the company's competitive position. None of the Environmental
Protection Agency (EPA) designated clean-up sites for which Anheuser-Busch
has been identified as a Potentially Responsible Party (PRP) would have a
material impact on the company's consolidated financial statements.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On January 2, 2001 the company issued out of treasury shares a total of
1,503 shares of the company's common stock ($1 par value) to two members of
the Board of Directors of the company in lieu of cash for all or a portion of
those members 2001 annual retainer fee pursuant to the company's Non-Employee
Director Elective Stock Acquisition Plan.
These transactions were exempt from registration and prospectus
delivery requirements of the Securities Act of 1933 pursuant to Section 4(2)
of the Act.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of the company held April 25,
2001, the following matters were voted upon:
1. Election of August A. Busch III, Carlos Fernandez G., James R. Jones,
Andrew G. Taylor and Douglas A. Warner III to serve as Directors of the
company for a term of three years.
FOR WITHHELD NON-VOTES
----------- ---------- ---------
August A. Busch III 748,250,990 14,849,398 0
Carlos Fernandez G. 748,237,197 14,863,191 0
James R. Jones 750,874,121 12,226,267 0
Andrew G. Taylor 751,177,206 11,923,182 0
Douglas A. Warner III 731,053,269 32,047,119 0
2. Ratify the 1998 Incentive Stock Plan
For 728,629,368
Against 28,347,456
Abstain 6,123,564
Non-Votes 0
3. Approve an Amendment to the 1998 Incentive Stock Plan
For 711,372,696
Against 45,116,140
Abstain 6,127,934
Non-Votes 483,618
4. Approve the employment of PricewaterhouseCoopers LLP, as independent
accountants, to audit the books and accounts of the company for 2001.
For 752,950,275
Against 6,026,561
Abstain 3,639,630
Non-Votes 483,922
5. Shareholder proposal concerning option exercise price.
For 41,526,147
Against 626,052,271
Abstain 9,682,077
Non-Votes 85,839,893
6. Shareholder proposal concerning Shareholder Rights Plan.
For 324,903,882
Against 342,791,428
Abstain 9,576,786
Non-Votes 85,828,292
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7. Shareholder proposal concerning Board Composition.
For 45,816,003
Against 622,278,138
Abstain 9,193,600
Non-Votes 85,812,647
8. Shareholder proposal concerning Chairman of the Board.
For 125,749,907
Against 542,501,122
Abstain 9,037,707
Non-Votes 85,811,652
9. Shareholder proposal concerning Nomination of Directors.
For 27,305,731
Against 640,365,597
Abstain 9,617,411
Non-Votes 85,811,649
10. Shareholder proposal concerning Genetically Modified Ingredients.
For 20,222,870
Against 631,783,075
Abstain 25,282,797
Non-Votes 85,811,646
ITEM 5: OTHER INFORMATION
CCU Investment
--------------
During 2001, Anheuser-Busch purchased a 19.8% equity interest in
Compania Cervecerias Unidas S.A. (CCU), the largest brewer in Chile, for
approximately $318 million. The company has Board of Directors
representation and the ability to exercise significant influence. As such,
the company accounts for the CCU investment using the equity method. As a
result of the investment in CCU, Anheuser-Busch now owns a 28.5% direct and
indirect interest in CCU's subsidiary, CCU-Argentina. The company also uses
the equity method of accounting for its investment in CCU-Argentina.
Labor Negotiations
------------------
On May 2, 2001, the company reached agreement with the International
Brotherhood of Teamsters on a contract covering Anheuser-Busch brewery
employees represented by the union. All differences between the company and
the union regarding pending National Labor Relations Board charges and
litigation are resolved under the terms of the contract. Terms of the
contract also include the company's final offer which was implemented in
September 1998 as well as provisions for a supplemental year. Signing of the
contract, which runs through February 2004, is expected to take place in the
near future.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
12 - Ratio of Earnings to Fixed Charges
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the three month period
ending March 31, 2001.
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SIGNATURES
Pursuant to the requirements 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)
/s/ W. Randolph Baker
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W. Randolph Baker
Vice President and Chief Financial Officer
(Chief Financial Officer)
May 10, 2001
/s/ John F. Kelly
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John F. Kelly
Vice President and Controller
(Chief Accounting Officer)
May 10, 2001
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