Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Anheuser-Busch Companies, Inc. Form 10-K 17 107K
2: EX-3.2 By-Laws of Anheuser-Busch Companies, Inc. 20± 77K
3: EX-4.2 Letter Agreement 2± 11K
4: EX-12 Ratio of Earnings to Fixed Charges 1 6K
5: EX-13 Annual Report 45 299K
6: EX-21 Subsidiaries of Anheuser-Busch Companies, Inc. 1 6K
7: EX-27 Financial Data Schedule 1 7K
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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, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 1-7823
ANHEUSER-BUSCH COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 43-1162835
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE BUSCH PLACE, ST. LOUIS, MISSOURI 63118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-577-2000
________________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
COMMON STOCK--$1 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
6 1/2% SINKING FUND DEBENTURES, DUE JANUARY 1, 2028 NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
________________________
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]
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant.
$36,101,922,686 AS OF FEBRUARY 26, 1999
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 475,927,117 SHARES AS OF MARCH 8, 1999
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of Annual Report to Shareholders for the Year
Ended December 31, 1998............................... PART I, PART II, and PART IV
Portions of Definitive Proxy Statement for Annual
Meeting of Shareholders on April 28, 1999............. PART III
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PART I
ITEM 1. BUSINESS
Anheuser-Busch Companies, Inc. (the "Company") is a Delaware corporation
that was organized in 1979 as the holding company parent of Anheuser-Busch,
Incorporated ("ABI"), a Missouri corporation whose origins date back to 1875. In
addition to ABI, which is the world's largest brewer of beer, the Company is
also the parent corporation to a number of subsidiaries that conduct various
other business operations. The Company's operations are comprised of the
following business segments: domestic beer, international beer, packaging, and
entertainment. Financial information with respect to the Company's business
segments appears in Note 5, "Business Segments," on pages 60-61 of the 1998
Annual Report to Shareholders, which Note hereby is incorporated by reference.
Domestic beer volume was 92.7 million barrels in 1998 as compared with 89.6
million barrels in 1997. Worldwide sales of the Company's beer brands aggregated
99.8 million barrels in 1998 as compared with 96.6 million barrels in 1997 and
accounted for approximately 82% of the Company's consolidated net sales dollars
in 1998, 1997 and 1996, respectively. Worldwide beer volume is comprised of
domestic and international volume. Domestic volume represents Anheuser-Busch
beer produced and shipped within the United States. 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 the
Company's pro rata share of the volume of international equity partners, Grupo
Modelo, S.A. de C.V. and Companhia Antarctica Paulista, combined with worldwide
Anheuser-Busch brand volume. Total beer volume was 111.0 million barrels and
103.4 million barrels in 1998 and 1997, respectively.
In 1996, the Company distributed all of the outstanding shares of stock of
The Earthgrains Company, which was formerly named Campbell Taggart, Inc.
("Earthgrains") as a special dividend to the Company's shareholders. Earthgrains
represented substantially all of the Company's food products business. During
1996, the Company also sold the majority of the assets of its Eagle Snacks, Inc.
operation to Frito-Lay, Inc. The remaining assets of Eagle Snacks, Inc. and the
Eagle brand were also sold in 1996.
DOMESTIC BEER OPERATIONS
The Company's principal product is beer, produced and distributed by its
subsidiary, ABI, in a variety of containers primarily under the brand names
Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice Light, Michelob, Michelob Light,
Michelob Dry, Michelob Golden Draft, Michelob Golden Draft Light, Michelob
Classic Dark, Michelob Malt, Michelob Amber Bock, Michelob Pale Ale, Michelob
Honey Lager, Michelob Porter, Michelob Hefe-Weizen, Busch, Busch Light, Busch
Ice, Natural Light, Natural Ice, King Cobra, Red Wolf Lager, ZiegenBock Amber,
Hurricane Malt Liquor, Hurricane Ice, Pacific Ridge Ale, Catalina Blonde,
Tequiza, and Safari Lager. ABI's products also include three non-alcohol malt
beverages, O'Doul's, Busch NA, and O'Doul's Amber. Pacific Ridge Ale and
Michelob Malt were introduced during 1998. During 1998, ABI discontinued
Michelob Amber Lager, Michelob Centennial, Michelob Maple Brown, Michelob Spiced
Ale, Faust Golden Lager, Black & Tan Porter, Muenchener Munich Style Amber,
Natural Pilsner, Elk Mountain Red Lager, Michelob Golden Pilsner, American Hop
Ale, Michelob Pilsner, O'Doul's Caffeine, and Meridian Blonde. The Company
imports Azteca from Cevercia Mexicana in Tecate, Mexico. ABI owns a 25% equity
interest in Seattle-based Redhook Ale Brewery, Inc. Through this alliance,
Redhook products are distributed exclusively by ABI wholesalers in all new U.S.
markets entered by Redhook since 1994. ABI also owns a 31% interest in
Portland-based Widmer Brothers Brewing Company. Widmer products are distributed
exclusively by ABI wholesalers in all new U.S. markets entered by Widmer since
1997. The Company also brews Kirin Light, Kirin Lager, and Kirin-Ichiban through
a joint venture agreement with Kirin Brewery Company, Ltd., of Japan for sale in
the United States.
Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice Light, Michelob, Michelob
Light, Michelob Dry, Michelob Golden Draft, Michelob Golden Draft Light,
Michelob Classic Dark, Michelob Amber Bock, Michelob Honey Lager, Michelob Pale
Ale, Michelob Porter, Michelob Hefe-Weizen, Busch, Busch Light, Natural Light,
Natural Ice, Red Wolf Lager, ZiegenBock Amber, Pacific Ridge Ale, Azteca, Widmer
Biers products, Redhook Ales, O'Doul's, and O'Doul's Amber are sold in both
draught and packaged form. Busch Ice, King Cobra, Hurricane Malt Liquor,
Michelob Malt, Catalina Blonde, Hurricane Ice, Kirin Lager, Kirin Light,
Kirin-Ichiban, Tequiza, and Busch NA are sold only in packaged form. Safari
Lager is sold only in draught form.
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Budweiser, Bud Light, Bud Ice, Bud Ice Light, Michelob, Michelob Light,
Natural Light, Natural Ice, Red Wolf Lager, Michelob Honey Lager, Michelob
Hefe-Weizen, O'Doul's Amber, and O'Doul's are distributed and sold on a
nationwide basis. Busch, Busch Light, Bud Dry, and Michelob Amber Bock are sold
in 49 states; King Cobra in 48 states; Michelob Pale Ale and Busch NA in 47
states; Michelob Dry in 46 states; Michelob Classic Dark in 45 states; Hurricane
Malt Liquor in 44 states; Tequiza in 42 states; Redhook Ale in 41 states; Kirin
Lager in 24 states; Kirin-Ichiban and Busch Ice in 22 states; Kirin Light in 15
states; Michelob Golden Draft and Michelob Golden Draft Light in 14 states;
Catalina Blonde in 10 states; Michelob Porter and Michelob Malt in 6 states;
Widmer Biers products in 4 states; ZiegenBock Amber in 3 states; Pacific Ridge
Ale and Safari Lager in 2 states; and Hurricane Ice and Azteca in 1 state.
ABI has developed a system of twelve breweries, strategically located across
the country, to economically serve its distribution system. (See Item 2 of Part
I--Properties.) Ongoing modernization programs are part of ABI's overall
strategic initiatives. By using controlled environment warehouses and stringent
inventory monitoring policies, the quality and freshness of the product are
protected, thus providing Anheuser-Busch a significant competitive advantage.
During 1998 approximately 95% of the beer sold by ABI, measured in barrels,
reached retail channels through approximately 700 independent wholesalers. ABI
utilizes its regional vice-presidents, sales directors, key account and market
managers, as well as certain other field sales personnel, to provide
merchandising and sales assistance to its wholesalers. In addition, ABI provides
national and local media advertising, point-of-sale advertising, and sales
promotion programs to help stimulate sales. The remainder of ABI's domestic beer
sales in 1998 were made through twelve ABI owned and operated branches, which
perform similar sales, merchandising, and delivery services as wholesalers in
their respective areas.
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, to a lesser extent, with imported beers.
Although the methods of competition in the industry vary widely, in part due to
differences in applicable state laws, the principal methods of competition are
product quality, taste and freshness, packaging, price, advertising (including
television, radio, sponsorships, billboards, stadium signs, and print media),
point-of-sale materials, and service to retail customers (including the
replacement of over-age products with retailer). ABI's beers compete in
different price categories. Although all brands compete against the total
market, Budweiser, Bud Light, Bud Dry, Bud Ice, Bud Ice Light, Michelob Golden
Draft, and Michelob Golden Draft Light compete primarily with premium priced
beers. Michelob, Michelob Light, Michelob Dry, Michelob Classic Dark, and
Michelob Amber Bock compete in the super-premium price category. Busch, Busch
Light, Natural Light, Busch Ice, and Natural Ice compete with the sub-premium
or popular priced beers. King Cobra, Hurricane Malt Liquor, Hurricane Ice, and
Michelob Malt compete against other brands in the malt liquor segment. Kirin
Lager, Kirin Light, Kirin-Ichiban, and Azteca compete primarily with imported
malt beverages. Catalina Blonde, Michelob Honey Lager, Michelob Pale Ale,
Michelob Porter, Tequiza, Red Wolf Lager, ZiegenBock Amber, Michelob
Hefe-Weizen, Pacific Ridge Ale, Safari Lager, the Redhook products, and Widmer
Biers products compete primarily in the specialty beers segment of the malt
beverage market. O'Doul's and O'Doul's Amber (premium priced) and Busch NA
(sub-premium priced) compete in the non-alcohol malt beverage category. Since
1957, ABI has led the United States brewing industry in total sales volume. In
1998, its sales exceeded those of its nearest competitor by more than 51 million
barrels. ABI's domestic market share (excluding exports) for 1998 was 46.4%.
Including exports, ABI's share of U.S. shipments for 1998 was 46.2%. Major
competitors in the United States brewing industry during 1998 included Philip
Morris, Inc. (through its subsidiary Miller Brewing Co.), Adolph Coors Co., and
Stroh Brewery Co.
The Company's wholly-owned subsidiary, Busch Agricultural Resources, Inc.
("BARI"), operates rice milling and research facilities in Arkansas and
California; twelve grain elevators in the western and midwestern United States;
barley seed processing plants in Moorhead, Minnesota, Fairfield, Montana, Idaho
Falls, Idaho, and Powell, Wyoming; a barley research facility in Ft. Collins,
Colorado; and a wild rice processing facility in Clearbrook, Minnesota. 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 northern Idaho and Germany; and an international office in Mar del Plata,
Argentina.
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Another wholly-owned subsidiary, Wholesaler Equity Development Corporation,
shares equity positions with qualified partners in independent beer
wholesalerships and is currently invested in 8 wholesalerships.
INTERNATIONAL BEER OPERATIONS
International beer volume was 7.1 million barrels in 1998, compared with 7.0
million barrels in 1997. Anheuser-Busch International, Inc. ("ABII"), a
wholly-owned subsidiary of the Company, negotiates and administers license and
contract brewing agreements on behalf of ABI with various foreign brewers.
Labatt Brewing Co. brews Budweiser and Bud Light for sale in Canada. ABI,
through ABII, participates with Kirin Brewery Company, Ltd. in a joint venture
in Japan, Budweiser Japan Company, Ltd., of which the Company is a 90%
shareholder, for marketing, distribution and sale of Budweiser. Through
Anheuser-Busch European Trade Ltd. ("ABET"), an indirect, wholly-owned
subsidiary of the Company, certain ABI beer brands are marketed, distributed and
sold in twenty-nine European countries. In the United Kingdom (U.K.), ABET sells
Budweiser, Bud Ice, Michelob, and Michelob Golden Draft brands to selected
on-premise accounts, brewers, wholesalers and directly to the off-premise
accounts. In 1995, ABET and Scottish Courage Ltd. entered into a joint venture,
Stag Brewing Company Ltd., which brews and packages Budweiser at the Stag
Brewery near London, England. In 1997, ABET purchased Scottish Courage's 50%
interest in the joint venture company giving ABET full control over the
management and operation of the brewery. Michelob, Bud Ice and Michelob Golden
Draft continue to be imported into the U.K. by ABET. Budweiser is also brewed
under license and sold by brewers in Korea (Oriental Brewery Ltd.), the Republic
of Ireland and Northern Ireland (Guinness Ireland Ltd.), and Italy (Birra Peroni
Industriale). In 1995, ABII entered into a contract brewing agreement with
Sociedad Anonima Damm, one of the largest brewers in Spain, that gives the
Spanish brewer rights to contract brew and package beer under the brand name
Budweiser in Spain and supplements the brand's existing distribution. In 1996,
ABII purchased a 5% equity interest in Antarctica Empreendimentos e
Participacoes Ltda. ("ANEP"), the principal operating subsidiary of Companhia
Antarctica Paulista ("Antarctica"), one of Brazil's leading brewers, and formed
a strategic partnership with Antarctica. A component of the partnership is a
joint venture company named Budweiser Brasil Ltda. that markets and distributes
locally-produced Budweiser in Brazil. In 1995, the Company formed a three-way
alliance with Compania Cervecerias Unidas S.A. ("CCU"), the leading Chilean
brewer, and Buenos Aires Embotelladora S.A. ("BAESA"), a major soft drink
bottler. Under the terms of the alliance, a wholly-owned subsidiary of CCU in
Argentina ("CCU-Argentina") brews Budweiser under license in Argentina and BAESA
distributes Budweiser and CCU-Argentina brands in certain geographic regions in
Argentina. CCU also distributes Budweiser in Chile. The Company initially
purchased a small minority stake in CCU-Argentina, and then increased its
ownership to 8.2% in 1998. In 1998, the Company formed a new partnership with
Brasseries Kronenbourg, the leading brewer in France, for sale and distribution
of Bud in France. In 1996, ABI through ABII entered into a licensing agreement
with Asia Brewery, Inc. for the production, sale and distribution of Budweiser
in the Philippines. ABI's beer products are being sold under import-distribution
agreements in more than 80 countries and U.S. territories and to the U.S.
military and diplomatic corps outside the continental United States.
ABII also negotiates and oversees the Company's investments in international
brewing companies. In 1993, Anheuser-Busch purchased a 17.7% direct and indirect
equity interest in Grupo Modelo's operating subsidiary, Diblo, for $477 million.
In May 1997, the Company increased its direct and indirect equity ownership in
Diblo to 37% for an additional $605 million. In September 1998 the Company
completed the purchase of an additional 13.25% of Diblo for $556.5 million,
bringing the Company's total investment to $1.6 billion. The Company now owns a
50.2% direct and indirect interest in Diblo. However, the Company does not have
voting control in either Grupo Modelo or Diblo. The Company also owns a 5%
equity interest in Tsingtao Brewery Company Ltd., a leading Chinese brewer. In
1995, the Company purchased an initial 80% equity interest in a joint venture,
renamed the Budweiser Wuhan International Brewing Company, Ltd., that owns and
operates a brewery in Wuhan, the fifth-largest city in China. This ownership
interest was subsequently increased to 86.6%.
PACKAGING OPERATIONS
The Company's wholly-owned subsidiary, Metal Container Corporation ("MCC"),
manufactures beverage cans at eight plants and beverage can lids at three plants
for sale to ABI and to soft drink customers. (See Item 2 of Part 1--Properties).
Another wholly-owned subsidiary of the Company, Anheuser-Busch Recycling
Corporation ("ABRC"), recycles aluminum cans at its plant in Hayward,
California, for conversion into new can sheet. During 1998, ABRC's plant in
Marion, Ohio was closed. The Company's wholly-owned subsidiary, Precision
Printing and
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Packaging, Inc. ("PPPI"), manufactures metalized and paper labels at its plant
in Clarksville, Tennessee. PPPI sold its plant in Paris, Texas, which
manufactured folding cartons, during 1998. Packaging Business Services, Inc.,
another wholly-owned subsidiary of the Company, provides administrative services
and develops existing and new businesses for MCC, ABRC and PPPI.
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 Sea World theme parks in Orlando, Florida, San Antonio, Texas,
Aurora, Ohio, and San Diego, California. BEC operates water park attractions in
Tampa, Florida (Adventure Island) and Williamsburg, Virginia (Water Country,
U.S.A.), and an educational play park for children near Philadelphia,
Pennsylvania (Sesame Place). BEC also operates the Baseball City Sports Complex
near Orlando, Florida. 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 19.9% equity interest
in Port Aventura, S.A., which is a theme park near Barcelona, Spain.
The Company faces competition in the family entertainment field from other
theme and amusement parks, public zoos, public parks, and other family
entertainment events and attractions.
OTHER
Through its wholly-owned subsidiary, Busch Properties, Inc. ("BPI"), the
Company is engaged in the business of real estate development. BPI also owns and
operates a resort and conference center in Williamsburg, Virginia (The Kingsmill
Resort and Conference Center).
Through other wholly-owned subsidiaries, the Company owns and operates a
marketing communications business (Busch Creative Services Corporation) and
transportation service businesses (Manufacturers Railway Co. and St. Louis
Refrigerator Car Co.).
SOURCES AND AVAILABILITY OF RAW MATERIALS
The products manufactured by the Company require a large volume of various
agricultural products, including barley for malt; hops, malt, rice, and corn
grits for beer; and rice for the rice milling and processing operations of BARI.
The Company fulfills its commodities requirements through purchases from various
sources, including purchases from its subsidiaries, through contractual
arrangements, and through purchases on the open market. The Company believes
that adequate supplies of the aforementioned agricultural products are available
at the present time, but cannot predict future availability or prices of such
products and materials. The commodity markets have experienced and will continue
to experience major price fluctuations. The price and supply of raw materials
will be determined by, among other factors, the level of crop production,
weather conditions, export demand, and government regulations and legislation
affecting agriculture. The Company requires aluminum can sheet for manufacture
of cans and lids. Can sheet prices are impacted by supply and demand for
aluminum ingot and fabrication.
ENERGY MATTERS
The Company uses natural gas, fuel oil, and coal as its primary fuel
materials. Supplies of fuels in quantities sufficient to meet ABI's total
requirements are expected to be available on a year-round basis during 1999. The
supply of natural gas, fuel oil, and coal is normally covered by yearly
contracts and no difficulty has been experienced in entering into these
contracts. The cost of fuel used by ABI decreased in 1998 and is expected to be
at comparable levels in 1999. Based upon information presently available, there
can be no assurance that adequate supplies of fuel will always be available to
the Company and, should such supplies not be available, the Company's sales and
earnings would be adversely affected.
4
BRAND NAMES AND TRADEMARKS
Some of the Company's major brand names used in its principal business
segments are mentioned in the discussion above. The Company regards consumer
recognition of and loyalty to all of its brand names and trademarks as extremely
important to the long-term success of its principal business segments.
RESEARCH AND DEVELOPMENT
The Company is involved in a number of research activities relating to the
development of new products or services or the improvement of existing products
or services. The dollar amounts expended by the Company during the past three
years on such research activities and the number of employees engaged full time
therein during such period, however, are not considered to be material in
relation to the total business of the Company.
ENVIRONMENTAL PROTECTION
All of the Company's plants 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. A major portion of pollution
prevention and pollution control expenditures in 1998 and projected for 1999 was
or will be justified on the basis of cost reduction.
These projects, coupled with the Company's environmental management system
and an overall Company emphasis on pollution prevention and resource
conservation initiatives, are improving efficiencies and creating saleable
by-products from residuals. They have generally resulted in low cost operating
systems while reducing impact to air, water, and land.
ENVIRONMENTAL PACKAGING LAWS AND REGULATIONS
The states of California, Connecticut, Delaware, Iowa, Maine, Massachusetts,
Michigan, New York, Oregon, and Vermont have adopted certain restrictive
packaging laws and regulations for beverages that require deposits on packages.
ABI continues to do business in these states. Such laws have not had a
significant effect on ABI's sales, but have had a significant adverse impact on
beer industry growth and are considered by the Company to be inflationary,
costly, and inefficient for recycling packaging materials. Congress and a number
of additional states continue to consider similar legislation, the adoption of
which by Congress or a substantial number of states or additional local
jurisdictions might require the Company to incur significant capital
expenditures.
NUMBER OF EMPLOYEES
As of December 31, 1998, the Company had 23,344 full-time employees.
As of December 31, 1998, approximately 8,120 employees were represented by
the International Brotherhood of Teamsters. Seventeen other unions represented
approximately 1,316 employees. The current labor agreement between ABI and the
Brewery and Soft Drink Workers Conference of the International Brotherhood of
Teamsters, which represents the majority of brewery workers, was scheduled to
expire on February 28, 1998; it was extended to March 29, 1998 while the parties
continued to negotiate a new agreement. Talks with the Teamsters are at an
impasse, and as a result, the Company began implementing its final contract
offer on September 21, 1998.
The Company considers its employee relations to be good.
ITEM 2. PROPERTIES
ABI has twelve breweries in operation at the present time, located in St.
Louis, Missouri; Newark, New Jersey; Los Angeles and Fairfield, California;
Jacksonville, Florida; Houston, Texas; Columbus, Ohio; Merrimack, New Hampshire;
Williamsburg, Virginia; Baldwinsville, New York; Fort Collins, Colorado; and
Cartersville, Georgia. Title to the Baldwinsville, New York brewery is held by
the Onondaga County Industrial Development Agency
5
("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 97% of capacity in
1998; during the peak selling periods (second and third quarters), they operated
at maximum capacity. The Company also owns an 86.6% equity interest in a joint
venture that owns and operates a brewery in Wuhan, China. The Company also
leases and operates the Stag Brewery near London, England.
The Company, through wholly-owned subsidiaries, operates malt plants in
Manitowoc, Wisconsin, Moorhead, Minnesota, and Idaho Falls, Idaho; rice mills in
Jonesboro, Arkansas and Woodland, California; a wild rice processing facility in
Clearbrook, Minnesota; can manufacturing plants in Jacksonville, Florida,
Columbus, Ohio, Arnold, Missouri, Windsor, Colorado, Newburgh, New York, Ft.
Atkinson, Wisconsin, Rome, Georgia, and Mira Loma, California; and can lid
manufacturing plants in Gainesville, Florida, Oklahoma City, Oklahoma, and
Riverside, California.
BEC operates its principal family entertainment facilities in Tampa,
Florida; Williamsburg, Virginia; San Diego, California; Aurora, Ohio; Orlando,
Florida; and San Antonio, Texas. The Tampa facility is 265 acres, Williamsburg
is 364 acres, San Diego is 182 acres, Aurora is 90 acres, Orlando is 224 acres,
and the San Antonio facility is 496 acres.
Except for the Baldwinsville brewery, the can manufacturing plants in
Newburgh, New York and Rome, Georgia, the Sea World park in San Diego,
California, the Stag Brewery, and the brewery in Wuhan, China, all of the
Company's principal properties are owned in fee. The lease for the land used by
the Sea World park in San Diego, California expires in 2048. The Company leases
the Stag Brewery from Scottish Courage, Ltd. In 1995, the joint venture that
operates the brewery in Wuhan was granted the right to use the property for a
period of 50 years from the appropriate governmental authorities. The Company
also leases a bottling line at its brewery in Cartersville, Georgia and a can
manufacturing plant in Rome, Georgia. The Company considers its buildings,
improvements, and equipment to be well maintained and in good condition,
irrespective of dates of initial construction, and adequate to meet the
operating demands placed upon them. The production capacity of each of the
manufacturing facilities is adequate for current needs and, except as described
above, substantially all of each facility's capacity is utilized.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending or threatened litigation, the
outcome of which would be expected to have a material adverse effect upon its
financial condition or its operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter ended December
31, 1998.
6
EXECUTIVE OFFICERS OF THE REGISTRANT
AUGUST A. BUSCH III (age 61) is presently Chairman of the Board and
President, and a Director of the Company and has served in such capacities since
1977, 1974, and 1963, respectively. Since 1979 he has also served as Chairman of
the Board and Chief Executive Officer of the Company's subsidiary,
Anheuser-Busch, Incorporated.
PATRICK T. STOKES (age 56) is presently Vice President and Group Executive
of the Company and has served in such capacity since 1981. He is also presently
President of the Company's subsidiary, Anheuser-Busch, Incorporated, and has
served in such capacity since 1990.
JOHN H. PURNELL (age 57) is presently Executive Vice President of the
Company and has served in such capacity since January 1999. He previously served
as Vice President and Group Executive of the Company (1991-1998). He is also
Chairman of the Board of the Company's subsidiary, Anheuser-Busch International,
Inc., and has served as Chairman since 1980 and had also served as Chief
Executive Officer (1991-1998).
W. RANDOLPH BAKER (age 52) is presently Vice President and Chief Financial
Officer of the Company and has served in such capacity since 1996. He previously
served as Vice President and Group Executive of the Company (1982-1996).
STEPHEN K. LAMBRIGHT (age 56) is presently Group Vice President and General
Counsel of the Company and has served in such capacity since 1997. He previously
served as Vice President and Group Executive of the Company (1984-1997).
ALOYS H. LITTEKEN (age 58) is presently Vice President-Corporate Engineering
of the Company and has served in such capacity since 1981.
WILLIAM L. RAMMES (age 57) is presently Vice President-Corporate Human
Resources of the Company and has served in such capacity since 1992. He is also
Chairman of the Board and President of the Company's subsidiary, Busch
Properties, Inc., and has served in such capacities since 1995.
JOHN B. ROBERTS (age 54) is presently Chairman of the Board and President of
the Company's subsidiary, Busch Entertainment Corporation, and has served in
such capacities since 1992 and 1991, respectively.
JOSEPH L. GOLTZMAN (age 57) is presently Vice President and Group Executive
of the Company and has served in such capacity since 1993. He is also presently
Chairman, Chief Executive Officer and President of the Company's subsidiary,
Anheuser-Busch Recycling Corporation, Chairman (since 1995), President and Chief
Executive Officer (since 1993) of the Company's subsidiary, Metal Container
Corporation, and Chairman (since 1993), President (since January 1999), and
Chief Executive Officer (since 1993) of the Company's indirect subsidiary,
Precision Printing and Packaging, Inc.
DONALD W. KLOTH (age 57) is presently Vice President and Group Executive of
the Company and has served in such capacity since 1994. He is also Chairman of
the Board and Chief Executive Officer of the Company's subsidiary, Busch
Agricultural Resources, Inc., and has served in such capacity since 1994. During
the past five years, he also served as Vice President-Materials Acquisition of
the Company (1983-1994) and President of Busch Agricultural Resources, Inc.
(1983-1994).
JOHN E. JACOB (age 64) is presently Executive Vice President and Chief
Communications Officer, and a Director of the Company and has served in such
capacities since 1994 and 1990, respectively. He also served as President and
Chief Executive Officer of the National Urban League, Inc. (1982-1994).
GERHARDT A. KRAEMER (age 66) is presently Senior Vice President-World
Brewing and Technology and has served in such capacity since 1996. During the
past five years, he also served as Vice President-Brewing of the Company's
subsidiary, Anheuser-Busch, Incorporated (1985-1996).
THOMAS W. SANTEL (age 40) is presently Vice President-Corporate Development
of the Company and has served in such capacity since 1996. During the past five
years, he also served as Director of Corporate Development (1994-1996) and
Associate Director, Corporate Development (1993-1994).
7
STEPHEN J. BURROWS (age 47) is presently Vice President-International
Operations of the Company and has served in such capacity since January 1999. He
previously served as Vice President-International Marketing of the Company
(1992-1998). He is also presently Chief Executive Officer and President of the
Company's subsidiary, Anheuser-Busch International, Inc. and has served as Chief
Executive Officer since January 1999 and as President since 1994. During the
past five years, he also served as Chief Operating Officer of Anheuser-Busch
International, Inc. (1994-1998).
PART II
The information required by Items 5, (except as set forth below), 6, 7, and
8 of this Part II are hereby incorporated by reference from pages 34 through 77
of the Company's 1998 Annual Report to Shareholders.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
On December 2, 1998, the Company issued out of treasury shares a total of 27
shares of the Company's common stock ($1 par value) to one member of the Board
of Directors of the Company in lieu of cash for a portion of her 1998 annual
retainer fee for the month of December, 1998 pursuant to the Company's
Non-Employee Director Elective Stock Acquisition Plan. The transaction was
exempt from registration and prospectus delivery requirements of the Securities
Act of 1933 pursuant to Section 4(2) of the Act.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements with PricewaterhouseCoopers LLP, the
Company's independent accountants since 1961, on accounting principles or
practices or financial statement disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item with respect to Directors is hereby
incorporated by reference from pages 4 through 6 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on April 28, 1999. The
information required by this Item with respect to Executive Officers is
presented on pages 7 and 8 of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is hereby incorporated by reference
from page 8 and pages 17 through 23 of the Company's Proxy Statement for the
Annual Meeting of Shareholders on April 28, 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is hereby incorporated by reference
from page 7 of the Company's Proxy Statement for the Annual Meeting of
Shareholders on April 28, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is hereby incorporated by reference
from pages 24 through 26 of the Company's Proxy Statement for the Annual Meeting
of Shareholders on April 28, 1999.
8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:
[Enlarge/Download Table]
PAGE
----
1. FINANCIAL STATEMENTS:
Consolidated Balance Sheet at December 31, 1998 and 1997 50<F*>
Consolidated Statement of Income for the three years ended
December 31, 1998 51<F*>
Consolidated Statement of Changes in Shareholders Equity for the
three years ended December 31, 1998 52<F*>
Consolidated Statement of Cash Flows for the three years ended
December 31, 1998 53<F*>
Notes to Consolidated Financial Statements 54-73<F*>
Report of Independent Accountants 49<F*>
<FN>
<F*>Incorporated herein by reference from the indicated pages of the 1998
Annual Report to Shareholders.
2. FINANCIAL STATEMENT SCHEDULE:
Report of Independent Accountants on Financial Statement Schedule F-1
For the three years ended December 31, 1998:
Schedule VIII -- Valuation and Qualifying Accounts and Reserves F-2
3. EXHIBITS:
Exhibit 3.1 -- Restated Certificate of Incorporation with
amendments. (Incorporated by reference to
Exhibit 3.1 to Form 10-K for the fiscal year
ended December 31, 1994.)
Exhibit 3.2 -- By-Laws of the Company (as amended and restated
December 16, 1998).
Exhibit 4.1 -- Form of Rights Agreement, dated as of October
26, 1994 between Anheuser-Busch Companies, Inc.
and Boatmen's Trust Company. (Incorporated by
reference to Exhibit 4 to Form 8-K filed
November 7, 1994.)
Exhibit 4.2 -- Letter Agreement dated March 19, 1998 between
Anheuser-Busch Companies, Inc., Boatmen's Trust
Company, and ChaseMellon Shareholder Services,
L.L.C. amending the Form of Rights Agreement
filed as Exhibit 4.1 of this report.
Exhibit 4.3 -- Indenture dated as of August 1, 1995 between
the Company and The Chase Manhattan Bank, as
Trustee (Incorporated by reference to Exhibit
4.1 in the Form S-3 of the Company,
Registration Statement No. 33-60885.) (Other
indentures are not filed, but the Company
agrees to furnish copies of such instruments
to the Securities and Exchange Commission upon
request.)
Exhibit 10.1 -- Anheuser-Busch Companies, Inc. Deferred
Compensation Plan for Non-Employee Directors
(Amended and Restated as of January 1, 1997.)
(Incorporated by reference to Exhibit 10.1 to
Form 10-K for the fiscal year ended December
31, 1996.)<F*>
Exhibit 10.2 -- Anheuser-Busch Companies, Inc. Non-Employee
Director Elective Stock Acquisition Plan
effective January 1, 1996. (Incorporated by
reference to Exhibit 10.6 to Form 10-K for
the fiscal year ended December 31, 1995.)<F*>
9
Exhibit 10.3 -- Anheuser-Busch Companies, Inc. 1981 Incentive
Stock Option/Non-Qualified Stock Option Plan
(As amended December 18, 1985, December 16,
1987, December 20, 1988, July 22, 1992,
September 22, 1993, December 20, 1995, and
November 26, 1997.) (Incorporated by reference
to Exhibit 10.3 to Form 10-K for the fiscal
year ended December 31, 1997.)<F*>
Exhibit 10.4 -- Anheuser-Busch Companies, Inc. 1981
Non-Qualified Stock Option Plan (As amended
December 18, 1985, June 24, 1987, December 20,
1988, July 22, 1992, 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, 1997.)<F*>
Exhibit 10.5 -- Anheuser-Busch Companies, Inc. 1989 Incentive
Stock Plan (As amended December 20, 1989,
December 19, 1990, December 15, 1993, December
20, 1995, and November 26, 1997.) (Incorporated
by reference to Exhibit 10.5 to Form 10-K for
the fiscal year ended December 31, 1997.)<F*>
Exhibit 10.6 -- Anheuser-Busch Companies, Inc. 1998 Incentive
Stock Plan (Incorporated by reference to
Exhibit A to the Definitive Proxy Statement for
Annual Meeting of Shareholders on April 22,
1998.)<F*>
Exhibit 10.7 -- Anheuser-Busch Companies, Inc. Excess Benefit
Plan amended and restated effective as of
October 1, 1993. (Incorporated by reference to
Exhibit 10.9 to Form 10-K for the fiscal year
ended December 31, 1994.)<F*>
Exhibit 10.8 -- Anheuser-Busch Companies, Inc. Supplemental
Executive Retirement Plan amended and restated
as of October 1, 1993. (Incorporated by
reference to Exhibit 10.10 to Form 10-K for the
fiscal year ended December 31, 1994.)<F*>
Exhibit 10.9 -- First Amendment to the Anheuser-Busch Companies,
Inc. Supplemental Executive Retirement Plan as
amended and restated October 1, 1993 effective
as of December 14, 1994. (Incorporated by
reference to Exhibit 10.11 to Form 10-K for the
fiscal year ended December 31, 1994.)<F*>
Exhibit 10.10-- Second Amendment to the Anheuser-Busch
Companies, Inc. Supplemental Executive
Retirement Plan as amended and restated October
1, 1993 effective as of January 1, 1996.
(Incorporated by reference to Exhibit 10.13
to Form 10-K for the fiscal year ended December
31, 1995).<F*>
Exhibit 10.11-- Third Amendment to the Anheuser-Busch Companies,
Inc. Supplemental Executive Retirement Plan as
amended and restated October 1, 1993, effective
as of July 1, 1996. (Incorporated by reference
to Exhibit 10.10 to Form 10-K for the fiscal
year ended December 31, 1997.)<F*>
Exhibit 10.12-- Anheuser-Busch Executive Deferred Compensation
Plan effective January 1, 1994. (Incorporated
by reference to Exhibit 10.16 to Form 10-K
for the fiscal year ended December 31,
1993.)<F*>
Exhibit 10.13-- First Amendment to Anheuser-Busch Executive
Deferred Compensation Plan effective April 1,
1994. (Incorporated by reference to Exhibit
10.13 to Form 10-K for the fiscal year ended
December 31, 1994.)<F*>
Exhibit 10.14-- Anheuser-Busch 401(k) Restoration Plan effective
January 1, 1994 (true and correct as of
February 6, 1995). (Incorporated by reference
to Exhibit 10.14 to Form 10-K for the fiscal
year ended December 31, 1994.)<F*>
Exhibit 10.15-- Form of Indemnification Agreement with Directors
and Executive Officers. (Incorporated by
reference to Exhibit 10.18 to Form 10-K for
the fiscal year ended December 31, 1993.)<F*>
10
Exhibit 10.16-- Anheuser-Busch Officer Bonus Plan effective
January 1, 1995. (Incorporated by reference to
Exhibit A to the Definitive Proxy Statement
for Annual Meeting of Shareholders on April 26,
1995.)<F*>
Exhibit 10.17-- Investment Agreement By and Among Anheuser-Busch
Companies, Inc., Anheuser-Busch International,
Inc. and Anheuser-Busch International Holdings,
Inc. and Grupo Modelo, S.A. de C.V., Diblo,
S.A. de C.V. and certain shareholders thereof,
dated as of June 16, 1993. (Incorporated by
reference to Exhibit 10.19 to Form 10-K for
the fiscal year ended December 31, 1993.)
Exhibit 10.18-- Letter agreement between Anheuser-Busch
Companies, Inc. and the Controlling
Shareholders regarding Section 5.5 of the
Investment Agreement filed as Exhibit 10.17
of this report. (Incorporated by reference to
Exhibit 10.20 to Form 10-K for the fiscal
year ended December 31, 1993.)
Exhibit 12 -- Ratio of Earnings to Fixed Charges.
Exhibit 13 -- Pages 33 through 77 of the Anheuser-Busch
Companies, Inc. 1998 Annual Report to
Shareholders, a copy of which is furnished for
the information of the Securities and Exchange
Commission. Portions of the Annual Report not
incorporated herein by reference are not deemed
"filed" with the Commission.
Exhibit 21 -- Subsidiaries of the Company
Exhibit 23 -- Consent of Independent Accountants, filed as
page F-1 of this report.
Exhibit 27 -- Financial Data Schedule
[FN]
------------
<F*>A management contract or compensatory plan or arrangement required to be
filed by Item 14(c) of this report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the fourth quarter of 1998.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ANHEUSER-BUSCH COMPANIES, INC.
-------------------------------------------
(Registrant)
By /s/ AUGUST A. BUSCH III
-------------------------------------------
August A. Busch III
Chairman of the
Board and President
Date: March 24, 1999
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.
[Enlarge/Download Table]
/s/ AUGUST A. BUSCH III Chairman of the Board and President and March 24, 1999
-------------------------------------------------- Director (Principal Executive
(August A. Busch III) Officer)
/s/ W. RANDOLPH BAKER Vice President and Chief Financial March 24, 1999
-------------------------------------------------- Officer (Principal Financial Officer)
(W. Randolph Baker)
/s/ JOHN F. KELLY Vice President and Controller March 24, 1999
-------------------------------------------------- (Principal Accounting Officer)
(John F. Kelly)
/s/ BERNARD A. EDISON Director March 24, 1999
--------------------------------------------------
(Bernard A. Edison)
/s/ CARLOS FERNANDEZ G. Director March 24, 1999
--------------------------------------------------
(Carlos Fernandez G.)
/s/ JOHN E. JACOB Director March 24, 1999
--------------------------------------------------
(John E. Jacob)
/s/ JAMES R. JONES Director March 24, 1999
--------------------------------------------------
(James R. Jones)
/s/ CHARLES F. KNIGHT Director March 24, 1999
--------------------------------------------------
(Charles F. Knight)
/s/ VERNON R. LOUCKS, JR. Director March 24, 1999
--------------------------------------------------
(Vernon R. Loucks, Jr.)
12
/s/ VILMA S. MARTINEZ Director March 24, 1999
--------------------------------------------------
(Vilma S. Martinez)
/s/ SYBIL C. MOBLEY Director March 24, 1999
--------------------------------------------------
(Sybil C. Mobley)
/s/ JAMES B. ORTHWEIN Director March 24, 1999
--------------------------------------------------
(James B. Orthwein)
/s/ WILLIAM PORTER PAYNE Director March 24, 1999
--------------------------------------------------
(William Porter Payne)
/s/ JOYCE M. ROCHE Director March 24, 1999
--------------------------------------------------
(Joyce M. Roche)
/s/ ANDREW C. TAYLOR Director March 24, 1999
--------------------------------------------------
(Andrew C. Taylor)
/s/ DOUGLAS A. WARNER III Director March 24, 1999
--------------------------------------------------
(Douglas A. Warner III)
/s/ WILLIAM H. WEBSTER Director March 24, 1999
--------------------------------------------------
(William H. Webster)
/s/ EDWARD E. WHITACRE, JR. Director March 24, 1999
--------------------------------------------------
(Edward E. Whitacre, Jr.)
13
[Enlarge/Download Table]
ANHEUSER-BUSCH COMPANIES, INC.
INDEX TO FINANCIAL STATEMENT SCHEDULE
PAGE
----
Report of Independent Accountants on Financial Statement Schedule................. F-1
Consent of Independent Accountants................................................ F-1
Financial Statement Schedule for the Years 1998, 1997 and 1996:
Valuation and Qualifying Accounts and Reserves (Schedule VIII)................ F-2
All other schedules are omitted because they are not applicable or the
required information is shown in the Consolidated Financial Statements or Notes
thereto.
Separate financial statements of subsidiaries not consolidated have been
omitted because, in the aggregate, the proportionate shares of their profit
before income taxes and total assets are less than 20% of the respective
consolidated amounts, and investments in such companies are less than 20% of
consolidated total assets.
14
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Anheuser-Busch Companies, Inc.
Our audits of the Consolidated Financial Statements referred to in our report
dated February 2, 1999 appearing on page 49 of the 1998 Annual Report to
Shareholders of Anheuser-Busch Companies, Inc. (which report and Consolidated
Financial Statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the Financial Statement Schedule listed in Item
14(a) of this Form 10-K. In our opinion, the Financial Statement Schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related Consolidated Financial Statements.
PricewaterhouseCoopers LLP
St. Louis, Missouri
February 2, 1999
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Forms S-3 (No. 333-31477 and
No. 333-71105) and in the Registration Statements on Forms S-8 (No. 2-77829, No.
33-4664, No. 33-36132, No. 33-39714, No. 33-39715, No. 33-46846, No. 33-53333,
No. 33-58221, No. 33-58241, No. 333-67027, No. 333-71309, and No. 333-71311) of
Anheuser-Busch Companies, Inc. of our report dated February 2, 1999 appearing on
page 49 of the Annual Report to Shareholders which is incorporated in this
Annual Report on Form 10-K. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears on page F-1 of
this Form 10-K.
PricewaterhouseCoopers LLP
St. Louis, Missouri
March 24, 1999
F-1
[Enlarge/Download Table]
ANHEUSER-BUSCH COMPANIES, INC.
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(CONTINUING OPERATIONS BASIS, IN MILLIONS)
1998 1997 1996
---- ---- ----
Reserve for doubtful accounts (deducted from related
assets):
Balance at beginning of period.......................... $ 4.9 $ 3.1 $ 1.9
Additions charged to costs and expenses................. 1.3 2.0 1.8
Additions (recoveries of uncollectible accounts
previously written off)............................... .3 .1 .4
Deductions (uncollectible accounts written off)......... (1.0) (.3) (1.0)
------ ------ ------
Balance at end of period................................ $ 5.5 $ 4.9 $ 3.1
====== ====== ======
Deferred income tax asset valuation allowance under FAS 109:
Balance at beginning of period.......................... $ 92.5 $ 81.7 $ 66.7
Additions to valuation allowance charged to costs and
expenses.............................................. 28.1 13.2 16.6
Deductions from valuation allowance (utilizations and
expirations).......................................... (3.6) (2.4) (1.6)
------ ------ ------
Balance at end of period................................ $117.0 $ 92.5 $ 81.7
====== ====== ======
F-2
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/1/28 | | 1 |
| | 4/28/99 | | 1 | | 9 |
| Filed on: | | 3/25/99 |
| | 3/24/99 | | 13 | | 16 |
| | 3/8/99 | | 1 |
| | 2/26/99 | | 1 |
| | 2/2/99 | | 16 | | | | | SC 13G/A |
| For Period End: | | 12/31/98 | | 1 | | 10 | | | 10-K/A, DEF 14A, PRE 14A |
| | 12/16/98 | | 10 |
| | 12/2/98 | | 9 |
| | 9/21/98 | | 6 |
| | 4/22/98 | | 11 |
| | 3/29/98 | | 6 |
| | 3/19/98 | | 10 |
| | 2/28/98 | | 6 |
| | 12/31/97 | | 10 | | 11 | | | 10-K/A, 10-K405, DEF 14A |
| | 11/26/97 | | 11 |
| | 1/1/97 | | 10 |
| | 12/31/96 | | 10 | | | | | 10-K, 10-K/A, DEF 14A |
| | 7/1/96 | | 11 |
| | 1/1/96 | | 10 | | 11 |
| | 12/31/95 | | 10 | | 11 | | | 10-K405, DEF 14A |
| | 12/20/95 | | 11 |
| | 8/1/95 | | 10 |
| | 4/26/95 | | 12 |
| | 2/6/95 | | 11 |
| | 1/1/95 | | 12 |
| | 12/31/94 | | 10 | | 11 | | | 10-K405, DEF 14A |
| | 12/14/94 | | 11 |
| | 11/7/94 | | 10 | | | | | 8-K |
| | 10/26/94 | | 10 | | | | | 8-K |
| | 4/1/94 | | 11 |
| | 1/1/94 | | 11 |
| | 12/31/93 | | 11 | | 12 | | | 10-K, 11-K, DEF 14A |
| | 12/15/93 | | 11 |
| | 10/1/93 | | 11 |
| | 9/22/93 | | 11 |
| | 6/16/93 | | 12 |
| | 7/22/92 | | 11 |
| List all Filings |
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