DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2008 (June 25, 2008)

ANHEUSER-BUSCH COMPANIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	1-7823	43-1162835
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05 Costs Associated with Exit or Disposal Activities

On June 25, 2008, in connection with its plan to reduce costs and improve efficiency, the Registrant approved an enhanced retirement program to be offered to certain salaried employees. The program will provide enhanced pension and retiree medical benefits to salaried employees who are at least 55 years old as of December 31, 2008. The Registrant has estimated that its salaried workforce will be reduced by 10% to 15% as a result of this program and attrition.

In conjunction with this program, the Registrant expects to recognize in the fourth quarter of 2008 a one-time pretax charge estimated in the range of $300 million to $400 million for enhanced retirement and severance costs, with associated cash expenditures of approximately $20 million to $30 million.

Item 8.01 Other Events

On June 27, 2008, Registrant conducted a previously announced conference call with investors. Filed as Exhibit 99.1 to this report are the prepared remarks for the presentation. Filed as Exhibit 99.2 to this report is a preliminary transcript of the question and answer session held after the prepared remarks. Filed as Exhibit 99.3 are accompanying materials for this presentation.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 — Prepared remarks for Anheuser-Busch Investor Presentation, dated June 27, 2008

Exhibit 99.2 — Preliminary transcript of the question and answer session after the prepared remarks

Exhibit 99.3 — Anheuser-Busch Accompanying Materials, dated June 27, 2008

SIGNATURE

     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 hereunto duly authorized.

	ANHEUSER-BUSCH COMPANIES, INC.
Date: June 27, 2008	By:	/s/ JoBeth G. Brown
		JoBeth G. Brown
		Vice President and Secretary

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Prepared remarks for Anheuser-Busch Investor Presentation, dated June 27, 2008
	99.2	Preliminary transcript of the question and answer session after the prepared remarks
	99.3	Anheuser-Busch Accompanying Materials dated June 27, 2008

EX-99.1

Exhibit 99.1

A-B Strategic Plan — Prepared Remarks Friday 6/27/08 7:30 a.m. Central

Operator

Good morning ladies and gentlemen. We are ready to begin Anheuser-Busch Companies’ Teleconference. Mr. Sauerhoff, you may proceed with your opening remarks.

Dave Sauerhoff — Anheuser-Busch Companies, Inc. — VP of IR

               Good morning. I am David Sauerhoff, Vice President, Investor Relations at Anheuser-Busch.

We issued a press release on our Board of Directors’ response to InBev’s proposal on Thursday and it is available on our corporate website, as are the supporting slides for this investor conference. The release and this teleconference contain forward-looking statements, and actual results might differ materially from these projections. Additional information on factors that could affect the company’s future operations, earnings and prospects is included in the press release and the company’s most recent Form 10-K. The company disclaims any obligation to update or revise any of the guidance provided in this teleconference.

The slides posted on our website contain a disclosure and reconciliation of all the non-GAAP financial measures we will be using in this teleconference, including any differences between reported and normalized results.

Also please note that our comparisons of U.S. beer wholesaler sales-to-retailers are stated on a comparable selling day adjusted basis, unless otherwise indicated.

For members of the media listening today, please direct your inquiries following the call to Terri Vogt in the Anheuser-Busch Public Relations department.

Participating with me on the call today are August Busch IV, President and Chief Executive Officer of Anheuser-Busch, W. Randolph Baker, Vice President and Chief Financial Officer, John Kelly, Vice President and Controller, and David Peacock, Vice President — Marketing for Anheuser-Busch Inc.

It is now my pleasure to turn the call over August Busch IV. August ...

August Busch IV — Anheuser-Busch Companies, Inc. — President and CEO

               Thank you Dave. In a moment, I am going to have Randy Baker, our CFO, take you through a performance update for Anheuser-Busch and provide details to our strategic plan. Before I do this, let me first speak to our announcement yesterday. Anheuser-Busch’s Board of Directors took InBev’s proposal very seriously. At the end of the day, after multiple meetings with independent advisors, Anheuser-Busch’s Board found InBev’s proposal too low relative to the value compared to other transactions in the beer industry and involving iconic brands. And it is too low in comparison with the value created by Anheuser-Busch’s own strategic plan. Accepting a proposal of $65 per share would transfer value from Anheuser-Busch’s shareholders to InBev’s shareholders...an outcome our board could not allow. The value InBev claims to offer in proposing $65 per share assumes cost reductions Anheuser-Busch can achieve independently. Our management team is in the best position to determine how to reduce costs and enhance efficiency most effectively.

               The Board thoroughly reviewed analyses from our advisors as well as management. The Board reviewed a wide range of potential strategic alternatives and they held meetings both with and without management and both as a full Board and separately with independent directors. This is a Board comprised of some of America’s top business leaders who have run such companies as AT&T, JP Morgan, Baxter Pharmaceuticals, Ikon Office Solutions, Enterprise Rent-A-Car, and non-profits like Girls Inc., among others. The Board also includes accomplished professionals from outside of traditional business. Make no mistake about it, this is an excellent Board and they followed a very thorough process while assessing InBev’s proposal.

               In yesterday’s letter to InBev, we cited several reasons for the Board’s decision that InBev’s proposal was inadequate and not in the best interest of Anheuser-Busch shareholders. Some of the reasons given were:

• The value of our premier, iconic brands. Our brands were built through years of investment and ingenuity. Today we continue to increase the value of these brands through our creative marketing and through innovation. Our new mega-brand strategy has helped us unlock new value within our existing brands as we expose ourselves to new consumers. There is no better example of this than our successful launch of Bud Light Lime. This brand continues to gain share of volume and dollars as it enhances the overall value of the Bud Light franchise.

• The success of Bud Light Lime is also evidence of the value created by our leadership position in the US market. With almost a 50 percent market share and a broad portfolio of brands across all segments, we are able to leverage the strength of a focused, world-class distribution system to drive superior performance. With the most balanced and comprehensive portfolio in the US, and with the US by far the most profitable beer market in the world, we are able to capitalize on every opportunity to drive profitable, sustainable growth through new marketing programs, aggressive retail execution and innovative new products. This is evident as we use new consumer insights from a year-long consumer study to refine the messages behind our brands and create new products to source growth. Today, we are growing share in measured accounts and recently we are seeing volume growth above our original expectations this Summer.

• We referenced our equity investments in leading international partners as an under-valued component of our business in our letter to InBev. Our 50% position in Grupo Modelo allows our shareholders to realize and share in both the growth of the Mexican beer market — one of the world’s most profitable — and the US import beer market. Like Anheuser-Busch, Modelo has also built an iconic global brand of their own with the Corona brand which continues to find growth in new markets. We also have been able to work closely with Modelo on best practice sharing and the benchmarking of certain processes which will help contribute to the enhanced strategic plan we will discuss later in this teleconference.

                    Beyond Modelo, we have a very successful investment and partnership with Tsingtao — a leading Chinese brewer and partner. The Tsingtao brand continues to be a leading premium brand in China and is considered a national asset by that country’s people. We have worked closely with Tsingtao to share best practices which have resulted in benefits for both companies. Our business in China continues to deliver very good profits and strong growth. As that market continues to grow we are well-positioned to capitalize on the economic development taking place there today. It was clear to me, a few months back when visiting China for our annual sales convention that our efforts to expand Budweiser, the leading super-premium brand in China, to 100 new markets is paying off now — and will yield significant results over the long term.

• While Budweiser leads the super-premium category in China today, the brand also sells in more than 80 other countries across the globe. This high level of market access makes Budweiser one of America’s most admired and popular brands world-wide.

               As you can see, our business is built on brands, it is rooted in a philosophy where investment and partnerships provide the environment for enhanced brand growth globally and where innovation enables us to continue to grow the top-line in the US.

• What is new today is a competency we don’t often discuss. We have been credited as successful brand builders and aggressive marketers, but we have another skill that has been developed more recently. We are sharing a new strategic plan today that will combine our capabilities in driving top-line growth with a renewed cost discipline that was most recently evident in our productivity program we call Blue Ocean. For years, we have effectively managed costs and led our US competitors in containing cost inflation in our production process. Recently, high commodity costs have made this more difficult. As we began seeing commodity costs continue to escalate and as Miller and Coors began disclosing proposed synergies stemming from their pending joint venture, I asked our management team to begin developing a more aggressive cost control program. When I transitioned into the CEO role, I began seeing opportunities across the organization to streamline processes, benchmark activities both internally and with partners in an effort to ultimately simplify our operation. This is when Blue Ocean was created. The Blue Ocean is a nautical reference that speaks to moving away from the safety of the shore to where the deepest part of the ocean exists. We needed to break from a conservative culture where changing how we operated was sometimes feared.

               Over a year ago we announced this program as a $300MM — $400MM cost savings effort and since then we have continued to increase the goal. Today, we are announcing a new goal — over $1B in savings with the majority occurring this year and next. We can do this because our more than 30,000 employees are truly acting like owners more and more as we empower them more everyday. Every one of our employees can make a difference in our operations and, collectively, we will see that difference manifest in significantly better results. Last Fall, we revised our employee incentive programs to more closely tie bonuses to operating performance. Earlier this year we enacted a zero overhead growth approach with our staff groups. Changes like this have led to savings opportunities in excess of our original expectations. This is why we can share a new plan with you today.

               We also continue to see commodity cost escalation and food and beverage inflation in excess of our original projections. Given this, the environment for increased pricing is favorable and we now plan on revenue per barrel increases greater than 4% in each of 2008 and 2009. This increased revenue will help offset cost increases and provide earnings upside to our plan.

               Now, as we embark on this new course, we will remain true to our core tenets. We will not compromise the quality our consumers expect from our products. We will continue to invest behind our brands and innovate across our portfolio. We will continue to value ALL of our employees and their contribution. We will continue to act in a socially and environmentally responsible manner. And, most of all, we will increase our focus on driving both sustainable long-term growth as well as substantially improved short-term results in an effort to build shareholder value. I want to emphasize that this is a plan that was well into its development prior to these rumors. This management team, after months of intense work, is 100% committed to taking the actions necessary to deliver our strategic plan and our objective of $3.90 of EPS in 2009.

          As I transition this teleconference to Randy, I can assure you that our company and our Board of Directors remain very open to any ideas that generate shareholder value. It is this mandate that enables us to share an enhanced earnings plan with specifics on how we will deliver on an accelerated total revenue and Blue Ocean productivity objectives. Today we unveil a new Anheuser-Busch: focused on strong, sustainable results for today and the long-term. Now I’ll ask Randy to update you on our improving 2008 performance, review our new strategic plan in some detail as well as provide more insight into the Board’s response to InBev’s proposal. Randy.

W. Randolph Baker — Anheuser-Busch Companies, Inc. — VP and CFO

          Thank you, August, and good morning everyone.

As we have discussed with the investment community, over the past 2 years A-B has undertaken a series of initiatives to position the company for long-term profit growth.

• We significantly broadened our brand portfolio to increase our participation in high-end, high growth beverage segments, including import and craft beers, innovative new high-end brands, as well as energy drinks.

• We have transformed our selling system, investing in both people and technology, with a 40% increase in our sales force, a new Region Management structure, and the implementation of our state-of-the-art Mobility hand-held sales technology.

• We have conducted a major consumer segmentation project to enhance our brand positioning and innovation efforts.

• This year, we are increasing our media spending by 15%, primarily for our Budweiser and Michelob families, with new creative messages and media plans to reach a wide ranging consumer audience. And Anheuser-Busch will, once again, be a major advertiser on the Olympic games this summer.

We are now beginning to see improved results from the series of actions taken.

• A-B’s total sales to retailers are up 0.8% quarter-to-date with A-B produced brands up 0.6%, despite unfavorable weather in key markets in May and June. The July 4^th day in week timing will negatively impact reported second quarter STR results this year, but will significantly benefit July sales.

• A-B’s share performance at the consumer level, according to IRI supermarket scanner data, is showing significant improvement. During the past 4 weeks, A-B gained 8/10^th of a share point in volume, and 1.2 points in dollar share.

• A-B’s innovation efforts are clearly paying off. In the most recent week, Bud Light Lime’s market share reached 1.3%, with an average case equivalent price 47% higher than Bud Light in IRI data. Landshark and Bud and Bud Light Chelada together represent another 4-tenths of a share point according to IRI, with average case equivalent pricing that is approximately 70% above Bud Light. And we have announced plans for another innovative new product, Budweiser American Ale, to be introduced this October.

The domestic pricing environment continues to be favorable, including the outlook for the important Fourth of July holiday.

The cost environment, however, remains very challenging due to ongoing commodity cost pressures. We previously stated that our U.S. beer company has an objective of maintaining gross margins in 2008, which we achieved in the first quarter of this year.

While savings from our Blue Ocean productivity improvement efforts have significantly exceeded our original expectations, commodity cost inflation also continues to exceed our expectations. We do not at this time expect our U.S. beer company to hold gross margin in the second quarter. On a consolidated basis, A-B’s gross margin declined 10 basis points in the first quarter, and we expect a similar decline in the second quarter.

With an outlook for continuing commodity cost pressures this year and next, A-B has expanded and accelerated our Blue Ocean cost reduction program as a key part of our new strategic plan.

               As August mentioned, our Blue Ocean cost reduction initiative was first announced at our Bud Investor Conference in May of 2007, with a target to save 300 to 400 million dollars over the next 4 years — 2007 through 2010. At our CAGNY presentation in February this year we stated that A-B had a major effort underway to expand the Blue Ocean program. Because the planning work was still in progress, we were not in a position to provide details, but stated that we hoped to achieve $500 million or more in savings during the 4-year period.

               As a result of the continuing efforts across the company to reduce costs and improve efficiency, we are now targeting $1 billion of cumulative, sustainable savings for 2008-2010, with 75% of the savings in the first 2 years. And let me be clear. We are committed to delivering these cost savings for bottom line profit growth.

               Approximately 70% of the savings are in cost of goods sold, excluding personnel costs, with 30% in personnel and G&A savings.

               Within COGS, we have 5 major categories.

• Process benchmarking in all of our breweries across a wide range of processes to increase efficiencies and reduce cost.

• Energy and Environmental initiatives to reduce reliance on expensive natural gas and fuel oil through projects such as renewable fuel boilers and bio-energy recovery systems.

• Supply Chain savings, in part enabled by SKU reductions.

• Improved Materials Usage, including projects related to our environmental initiatives.

• Business Process Redesign using technology to further centralize brewing control rooms and automation of warehouse functions.

               Part of our plan to reduce costs and improve efficiency is a new early retirement program to be offered to salaried A-B employees in the third quarter this year, with a target of reducing our salaried workforce by 10% to 15% through this program and attrition. There will be a one-time cost associated with this program, to be recognized in the 4^th quarter.

               Along with the early retirement program, there will be reorganizations to enhance efficiency and effectiveness, and to empower our employee team. In addition, all staff functions in the company have been working on a zero overhead growth project, with widespread reduction in non-salary spendings.

               The continuing commodity cost pressures are impacting A-B, as well as most food and beverage companies. And the unprecedented increase in diesel fuel prices has significantly impacted our wholesalers.

               Accordingly, we now plan to accelerate our 2009 price increase plan, taking over 95% of our actions in September and October this year, with only a few actions planned to take place in the first quarter of 2009. Our pricing actions are expected to cover over 85% of our volume, with increases targeted on a brand, package, and market basis. Overall, we expect to achieve 4% revenue per barrel growth, including mix, for 2008 and 2009.

               With our expanded cost reduction program and fall price increases, but with continuing commodity cost pressures, we expect to achieve our objective of a slight increase in gross margin this year at both the consolidated and U.S. beer company levels. In 2009 we should achieve a larger increase in gross margins due to the full year impact of our cost reduction program and the 2009 price plan. We are targeting a 100 basis point gross margin increase in 2009 from the 2007 levels for our U.S. beer company.

               With the efficiencies gained through the personnel and G&A portion of our Blue Ocean program, we expect greater increases at the operating profit level. We are targeting a 300 basis point increase from 2007 to 2009 in our consolidated operating profit margin. And in 2011 and 2012 we expect to return to the operating margin levels we achieved in 2003 and 2004.

               While increasing U.S. market share continues to be our objective, our strategic plan does not rely on market share growth and assumes level A-B market share throughout the plan.

               In addition to these major initiatives to accelerate U.S. beer profit growth, International Beer will continue to make significant contributions to A-B’s profit growth in our business plan.

               A-B’s 50% equity stake in Modelo is the largest contributor to international profits. Mexico is an excellent beer market with good volume and profit growth. Modelo has a 56% share in Mexico and is the brewer of Corona, the number one import beer in the U.S.

               Like Anheuser-Busch, Modelo has also been making investments in the short-term in order to enhance longer-term profit growth. Examples include the conversion of their U.S. import structure last year, the implementation of SAP, the restructuring of their Extra convenience store chain, and a new brewery under construction in Northern Mexico.

               In the short-term, costs relating to these activities have impacted results and we have indicated that we expect our equity income to decline this year. We expect Modelo’s results to improve sequentially and Modelo to return to being a substantial contributor to A-B’s profit growth next year and beyond.

               A-B has also been investing for long-term profit growth in China. China is the world’s largest and fastest growing beer market. Budweiser is firmly established as the leading super premium brand in China, and A-B also has a 27% equity stake in Tsingtao, the leading premium brewer in China. Our wholly-owned Harbin gives A-B a rapidly growing Chinese premium brand plus a significant position in the popular segment in Northeastern China. A-B is in the process of expanding sales territories for Budweiser and the Harbin premium brands into 100 additional major cities, reaching 250 million people. We are also integrating Budweiser and Harbin operations, further developing our wholesaler system, building two breweries to support our growth, and developing a very strong local management team.

               A-B is profitable in China and as our China profit base gets bigger, its rapid growth will have increasing impact.

               Budweiser is the leading brand in Canada, which is an important contributor to international profit growth for A-B. Our recent restructuring initiatives in the U.K. are also having a significant positive impact on A-B’s International beer profits this year.

               A-B is establishing a business platform in India, a beer market with significant long term growth potential. A-B recently purchased the remaining 50% ownership interest of our joint venture partner in India.

               While 2008 will be an exception, we expect our international beer segment to continue to add 3 percentage points to A-B’s consolidated earnings per share growth going forward.

               Increasing free cash flow and return on capital are other key objectives of our Strategic Plan.

               We have lowered our capital spending targets for 2008 and 2009 by $100 million and $200 million, respectively. Going forward, we will be targeting CAPEX at 3.5 to 4 percent of net sales, with higher required returns on our annual capital spending. We are projecting a 500 basis point improvement in return on capital employed by 2010 vs. the level achieved in 2007.

               With this reduction in capital spending, coupled with accelerated earnings growth, we expect to see a significant increase in A-B’s operating and free cash flow in 2009.

• Operating cash flow is expected to increase approximately $350 million by 2009 vs. 2007.

• Free cash flow in our Plan increases approximately $500 million by 2009.

               Under our Strategic Plan, dividend growth should accelerate in line with earnings growth, and we plan another major increase in share repurchasing.

               In order to utilize our cash flow and balance sheet more efficiently, in December 2006 we adopted a new more aggressive leverage policy, targeting 25 to 30 percent cash flow to total debt. We now plan to move to the lower end of this range by 2009. Our share repurchase guidance for this year increases from $2 billion to approximately $3 billion, with about $4 billion planned for 2009, as always subject to potential acquisition and investment opportunities.

               In our new strategic 5 year plan, projected U.S. beer company profit growth averages 8% per year, significantly exceeding our previously stated 3 to 5 percent long-term profit growth objective.

               Likewise, higher leverage and higher share repurchase will drive the contribution of share repurchase, other corporate items, and non-beer well above the 2 to 3 percentage point contribution to EPS growth we have previously cited in our long-term model.

               Under this new Plan, 2008 normalized earnings per share growth is now expected to be in the low double-digit range, well above the analyst consensus of approximately 8 percent.

               Updating key earnings drivers for this year ...

• Revenue per barrel is now expected to increase approximately 4 percent, heavily weighted to the 4^th quarter price increase, which will boost normalized EPS growth in that quarter dramatically.

• Cost of goods sold per barrel is expected to increase less than revenue per barrel, yielding a small improvement in gross margin.

• Consolidated marketing, distribution and administrative expense is now also expected to be up slightly less than revenue per barrel, with operating profit margins therefore increasing more than gross margins.

• We now expect international beer operations profits to increase over 35%.

• Equity income continues to be expected to decline in 2008 versus normalized 2007, most likely in the low to mid single digits. Recognize that A-B’s equity income results will differ from Modelo’s

reported results due to our one month accounting lag and differences in U.S. GAAP and Mexican GAAP.

• We now expect entertainment division profits to be up high single digits.

• Packaging segment profits are still expected to decline low double digits in comparison with very strong 2007 results.

• We now expect net interest expense to be up $10 to $20 million.

• Capital spending should be around $875 million.

• We expect very strong EPS growth in the fourth quarter, driven by the timing of the price increase, cost reductions and a favorable year-over-year comparison. EPS for the second and third quarters should be up mid single digits. Full year EPS growth should be in the low double-digit range, with a target of $3.13 per share.

               In the Strategic Plan we have outlined today, we expect A-B earnings per share growth in 2009 to be close to 25 percent, with a $3.90 per share objective. This is substantially above the current analyst consensus, and is driven primarily by the full year impact of our cost reduction program and our pricing actions. We expect double-digit EPS growth for the remaining 3 years of our plan off of the new $3.90 per share base.

Yesterday our Board of Directors unanimously determined that InBev’s non-binding proposal to acquire Anheuser-Busch for $65 per share significantly undervalues our company and its future growth prospects.

In their review of the adequacy of InBev’s proposal, our financial advisers emphasized that Anheuser-Busch is a truly unique brewing asset and the acquisition of A-B would be unlike any other brewer acquisition, especially given the value of our iconic brands and our substantial market share leadership in by far the most profitable beer market in the world.

InBev’s $65 per share proposal represents a 14% premium to A-B’s June 10 stock price, the day prior to the proposal. It is a 23.6% premium to A-B’s May 22 stock price, which was the day before the Financial Times article concerning the rumor of an InBev bid for A-B. Even if the average price for the month prior to the Financial Times article is used, A-B’s price was nearly $51, and the premium is 28%. These compare unfavorably to the premia for large global cash deals. InBev, of course, selected a low point to inflate their calculation.

InBev’s $65 per share proposal represents only an 11.5 multiple of A-B’s 2007 actual EBITDA, including our share of Modelo. This is significantly lower than the 12 multiple claimed by InBev, which appears to be rounded up. This difference alone would represent $2.5 billion of value, or over $3 per A-B share. But our financial advisers concluded that for comparisons our EBITDA should include the Last Twelve Months for the appropriate 2008 period ... with a mid-year multiple close to 11, and a full year 2008 multiple close to 10.5

This multiple is very low relative to brewing industry transaction multiples, including the nearly 14x EBITDA multiple recently paid for Scottish & Newcastle, or the almost 13 times multiple paid by Heineken for the mature market assets of S&N. And, as previously noted, there has never been an iconic beer brand transaction comparable to Budweiser. The EBITDA multiple implied in InBev’s proposal is especially low compared with other iconic food and beverage brand transactions in the 15 to 20 range.

As InBev presented in their investor teleconference, paying $65 per share for Anheuser-Busch would be an excellent deal for InBev shareholders — accretive to InBev earnings per share by the second year. But for the reasons cited in this teleconference, $65 per share is clearly inadequate and would represent a transfer of value from A-B to InBev shareholders.

Accordingly, the Anheuser-Busch Board of Directors has rejected InBev’s proposal, but will continue to consider all opportunities to maximize shareholder value for Anheuser-Busch.

In summary,

• A-B has undertaken a series of initiatives in the last 2 years to better position the company for sustainable long-term growth and we are starting to see improved results.

• Our new strategic plan is aggressive but is driven by actions that are largely controllable by A-B, and with realistic assumptions in areas we don’t control. Our management team is committed to delivering substantially improved margins and earnings growth for our shareholders.

• InBev’s proposal significantly undervalues the unique assets of Anheuser-Busch and its long-term earnings and cash flow prospects.

That concludes our prepared remarks. We will now be happy to answer your questions, and I will now turn it back over to our operator for the Q&A session.

# # #

This release contains forward-looking statements regarding the company’s expectations concerning its future operations, earnings and prospects. On the date the forward-looking statements are made, the statements represent the company’s expectations, but the company’s expectations concerning its future operations, earnings and prospects may change. The company’s expectations involve risks and uncertainties (both favorable and unfavorable) and are based on 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.

Accordingly, there can be no assurances that the company’s expectations and the forward-looking statements will be correct. Important factors that could cause actual results to differ (favorably or unfavorably) from the expectations stated in this release include, among others, changes in the pricing environment for the company’s products; changes in U.S. demand for malt beverage products, including changes in U.S. demand for other alcohol beverages; changes in consumer preference for the company’s malt beverage products; changes in the distribution for the company’s malt beverage products; changes in the cost of marketing the company’s malt beverage products; regulatory or legislative changes, including changes in beer excise taxes at either the federal or state level and changes in income taxes; changes in the litigation to which the company is a party; changes in raw materials prices; changes in packaging materials costs; changes in energy costs; changes in the financial condition of the company’s suppliers; changes in interest rates; changes in foreign currency exchange rates; unusual weather conditions that could impact beer consumption in the U.S.; 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; changes in the economies of the countries in which the company, its international beer business or its international equity partners operate; future acquisitions or divestitures by the company, including effects on its credit rating; changes resulting from transactions among the company’s global or domestic competitors; and the effect of stock market conditions on the company’s share repurchase program. Anheuser-Busch disclaims any obligation to update or revise any

of these forward-looking statements. Additional risk factors concerning the company can be found in the company’s most recent Form 10-K.

EX-99.2

Exhibit 99.2

Business Update Call
Company Participants

David C. Sauerhoff, Vice President, Investor Relations
August A. Busch IV, President and Chief Executive Officer
W. Randolph Baker, Vice President and Chief Financial Officer
John F. Kelly, Vice President and Controller

Other Participants

Kaumil Gajrawala — UBS
Mark Swartzberg — Stifel Nicolaus
Bryan Spillane — Bank of America
Jonathan Feeney — Wachovia Securities
Nikolaas Faes — Exane BNP Paribas
Josh Pechter — Cacti Asset Management
Michael Martino — Mason Capital
Edward Reznetnik — Ontario Teacher’s Pension Plan Board
Judy Hong — Goldman Sachs
Paul Flood — TIAA-CREF Investment Management
Sachin Shah — ICAP

Q&A

Operator

Thank you sir. [Operator Instructions]. Our first question comes from Kaumil Gajrawala with UBS. Please state your question.

<Q — Kaumil Gajrawala>: Hi, thank you. If you could talk about your long-term algorithm after the step-up to — in 2009 figure, you are looking for $3.90 in ‘09. Can you talk about what’s your profit targets would be going forward from there?

<A — August Busch IV>: Yes, we can and Randy will cover that.

<A — W. Randolph Baker>: Kaumil, hi, after again through this year and next we will have a significant step-up in profitability, as we outlined in the call. Beyond 2009 off of a $3.90 base we would expect low double-digit earnings per share growth. That would be driven by volume: we are now assuming we will grow in line with industry volumes, so in our model we are assuming no market share growth. Again, it’s our objective to grow market share, but it is not included in our projections. We would expect beer pricing to be around the CPI and we would expect revenue per barrel to be slightly above the CPI including mix. Off of the 2009 base, we would expect cost of goods sold, including productivity, to be lower than the CPI and therefore, have continued margin growth. We would also expect marketing, distribution, and administrative expense to grow more slowly than revenue, in part reflecting the ongoing cost reduction in our G&A expenses. We would expect international beer to contribute 3 percentage points to the EPS growth. And we would expect our corporate, non-beer, share repurchase to be above the previously provided 2 to 3 percentage points of growth. That would get you to a general low double-digit earnings per share growth going forward beyond the 2009 base.

Operator

Thank you. Our next question comes from Mark Swartzberg with Stifel Nicolaus. Please state your question.

<Q — Mark Swartzberg>: Thanks. Good morning Randy, good morning August.

<A — W. Randolph Baker>: Good morning.

<A — August Busch IV>: Hi, Mark.

<Q — Mark Swartzberg>: In terms of your cost cut plans of this $1 billion number now, I was hoping you could give us a little more detail and I am asking particularly with an eye on this assumption of holding market share constant. We’ve seen market share declining a bit, it seems like there is some risk of accelerating declines. It does sounds like there is no change in your marketing spend, which on the margin is a positive but how are you thinking about the risk of accelerating declines with more aggressive cuts on the cost side and what are the details around the costs?

<A — August Busch IV>: Well, Mark number one, we’re not cutting our marketing investment. As you know, we’ve ramped-up significantly lately and we’ve redeployed significant marketing resources and we’ve talked about that in February. As far as our cost program, we feel and we felt when we heard last fall that MillerCoors JV was to be announced and we didn’t know if DOJ would approve or not. but we were a new management team and we’ve been working on Blue Ocean for sometime. When we

met at CAGNY, I mentioned a $500 million number and we had an internal goal of getting to $1 billion. We’ve had a team working on the $1 billion. We were going to put that over four years. We’ve accelerated that, as Randy just talked about, 75% of it in ‘08 and ‘09. And as Randy also said 70% in cost of good sold area and 30% in the G&A area. The opportunity for our shareholders is the disruption in the U.S. marketplace from the Miller Coors JV, which could provide substantial value for our shareholders. And if we were to transition this company in the same time period that they were transitioning in the Miller Coors JV, I believe our shareholders would miss a tremendous upside opportunity. For planning purposes, we plan for flat market share because of the accelerated pricing at the 4% level, Mark, that we’ve talked about, but that’s just for planning purposes. We believe in meeting with our wholesalers in total and our wholesaler panel that there is an excellent opportunity for upside potential in the next two years that this management is absolutely committed to going after.

Operator

Thank you. Our next question comes from Bryan Spillane with Banc of America Securities. Please state your question.

<Q — Bryan Spillane>: Hi good morning. Randy in the expectations that you got for gross margins both for I guess ‘09 and then beyond, what inflation assumption are you making for the raw materials themselves? Are you expecting raw material inflation to begin to moderate or decline or do you expect current levels to hold?

<A — W. Randolph Baker>: Bryan, unfortunately, we expect our agricultural materials, the brewing material inflation to continue both this year and next and Bryan that’s part of the reason for the acceleration of our Blue Ocean program. We are not expecting a moderation of agricultural material cost for us through 2009. Beyond that it’s anyone’s guess but for our planning purposes we’re assuming a continued double digit type of growth and brewing material, agriculture material, cost. We have some inflation in packaging material cost for 2009, in part driven by energy cost and some inflation in energy cost. The key driver is the one you mentioned it is in agriculture commodity cost which we’re assuming will continue in 2009.

Operator

Thank you. Our next question comes from Jonathan Feeney with Wachovia Securities, please state your question.

<Q — Jonathan Feeney>: Hi good morning thanks. Randy when you think about the strong value case you’ve outlined here, I just wonder on the share repurchase front, why not be more aggressive upfront considering not only the cost savings plan that you’ve clearly, I guess, known for a couple of months now are shaping up to be better than had been previously hoped, as well the amount of availability of debt that’s clearly out there for others in the industry. Why not be more aggressive on the front?

<A — Randolph Baker>: Jonathan it’s a good question. We’re raising our guidance this year for share repurchase by a billion up to $3 billion of share repurchase and up to $4 billion next year. This is tied in to as always managing our leverage position as we will be taking our leverage position down towards the end of 2009 to the lower end of the 25 to 30% range. That still gives us flexibility as you pointed out. We will have a strong balance sheet; we have very strong cash flow, very strong free cash flow that gives our company significant flexibility to pursue opportunities as well as utilize leverage for our shareholders. But those are our targets that are in the plan that we presented.

Operator

Thank you. [Operator Instructions]. Our next question comes from Nikolaas Faes with Exane BNP Paribas. Please state your question.

<Q — Nikolaas Faes>: Yeah, good morning and thank you. You mentioned that you find the $65 proposal of InBev too low. In other words, is there a level at which you would find it an adequate bid?

<A — August Busch IV>: I think Nikolaas, I’ll let Randy answer that question and turn it over to Randy on that one.

<A — W. Randolph Baker>: Nikolaas, we’ve outlined our new strategic plan. We are very confident in the future of this company. We are very confident in the plan. The plan is driven by actions we largely control. And with hopefully realistic assumptions in areas we don’t control as I was mentioning in an earlier call concerning our inflation expectations in commodities that again clearly we don’t control. With that, our Board of Directors, with the benefit of our outside financial advisors very carefully reviewing our plan, have concluded that the $65 offer significantly undervalues Anheuser-Busch. We also said in the earnings — in the press release that the Board will continue to consider all opportunities that build shareholder value. We are not putting a price on the company, we are outlining our case today for you for what our strategic plan — value that it can contribute and we are very optimistic that that will deliver significantly greater value than the $65 per share proposal.

Operator

Thank you. Our next question comes from Sachin Shah with ICAP. Please state your question.

<Q — Sachin Shah>: Hi. My question was can you tell us today that you are not receptive to a higher offer or discussions

with or negotiations with InBev. Can you clearly state that you are not willing to do that or you are willing to do that?

<A — W. Randolph Baker>: This is Randy. Let me read from the letter that was attached to the press release today because I think that answers your question. In that, the statement is towards the very end of August’s letter. It says the board will continue to consider any strategic alternative that would be in the best interest of Anheuser-Busch shareholders. The board is open to consider any proposal that would provide full and certain value to Anheuser-Busch shareholders. I think that answers your question.

Operator

Thank you. Our next question comes from Kaumil Gajrawala with UBS. Please state your question.

<Q — Kaumil Gajrawala>: Hi, thanks for taking another call. Two questions. First, given the strategic review over the last couple of weeks, can you give us your current position on some, of what some people might consider non-core assets such as Packaging and Entertainment and then secondly, August, if you can talk a little bit about what you are doing to keep everyone focused in, and obviously it’s the summer time, so can you give us some insight on that?

<A — August Busch IV>: Kaumil, its two excellent questions and we are — its not part of our plan to sell the Packaging or theme park division. We thoroughly studied all alternatives related to these non-beer subsidiaries with our bankers, even last year we looked at it really hard, the conclusion was the continued ownership provides financial and strategic value to A-B at this time and that currently is still our position. The second part of your question is very important and it involves communication and it involves making sure that all of our employees are focused on the key summer selling season. Our recent results and market share and volume gain have been very strong and Bud Light Lime as I mentioned is off to a very strong start. So, we are very happy with our current performance, our wholesalers are engaged, obviously rumors and speculations get people a bit distracted, but its our job to make sure that they are focused on the things they can control and that’s what we are going to do and we are going to do it well.

Operator

Thank you. Our next question comes from Josh Pechter with Cacti Asset Management. Please state your question.

<Q — Josh Pechter>: Yeah, this amazing clarity this morning, I am very appreciative of that as a shareholder, I just had one question, if InBev’s proposal had never shown up, when would this amazing change in earning trajectory have been announced? When would — I was thinking about it this morning when the logo for Blue Ocean came up, I was thinking, wow! This is a huge step-up in earnings compared to what the street thought you are going to earn. When would this have been kind of put in full picture, over the next year or two?

<A>: Well, we had as I said before the Blue Ocean plan and we’ve been working on that plan with a very small group at the $1 billion number and that was to be executed over our five year plan. We’ve had since then, and that was last fall, employees at all levels involved and it wasn’t a top down mandate, it was top down, bottom up. And the InBev proposal as well as the Miller Coors JV, and really the Miller Coors JV was the thing that got us going earlier and then obviously with the InBev rumors floating around, we had to accelerate our timing and our actions and we did that and we are absolutely confident that we can execute better than anyone else. We know this company better than anyone else. We know where the cost are and we will look at anything that does not add value. We will not compromise the quality of our products, the quality of our people, the quality of our services or our relationships with our distributors. And as I said before with the — if we were to transition a new management team in, this one’s only been in about 16 months, at this time, our shareholders would miss the opportunity of the disruption of the Miller Coors JV, which would be a real shame.

Thank you.

Operator
Thank you. Our next question comes from Daniela Constantino with Mason Capital. Please state your question.

<Q — Michael Martino>: This is Mike Martino at Mason Capital. Is it clear currently that the shareholders do not have the ability to move the entire board through written consent procedure?

<A>: They do have the authority through 50%, more than 50% of shares outstanding to remove the entire board.

Operator

Thank you. [Operator Instructions]. Our next question comes from Bryan Spillane with Banc of America Securities. Please state your question.

<Q — Bryan Spillane>: Hi, thanks for taking the follow-up. August, there has been I guess a few stories written about the possibility of theoretically of Anheuser-Busch approaching Modelo to buy out the remaining stake in Modelo either as a sort of a poison pill measure. So can you talk about that concept and also have you had discussions with Modelo?

<A — August Busch IV>: Bryan, I can’t comment on speculation or rumor or even talks or no talks. I can say that we have an excellent relationship with Grupo Modelo. We’re working more closely together. We think there are, as I have said to you and others before, many opportunities the closer we can be. With their expertise in Mexico and our expertise in the U.S., I think the global opportunities for the two companies the closer we get the bigger they get and that’s about all I can say on it.

Operator

Our next question comes from Edward Roszetnik with Ontario Teachers’ Pension Plan. Please state your question.

<Q — Edward Roszetnik>: Yes, I have two. Does this offer by InBev change your relationship with distributing InBev beverages? And the other one is, that may be I missed it, but did you give out an estimation of how much charges is this going to take you over in ‘08 and ‘09 to get to this $1 billion savings?

<A — August Busch IV>: Do you mean the Early Retirement program?

< Q — Edward Roszetnik >: Yeah.

<A — August Busch IV>: That’s $300 right now.

<A — W. Randolph Baker>: 300 to $400 million is our current estimate for the fourth quarter charge. We will refine that after we see the results of the Early Retirement program.

<A — August Busch IV>: And the answer to your first question this is an obvious concern. We have a contractual obligation with InBev. We have a 20 year deal with InBev that we are committed to selling at certain volume levels. Obviously, our wholesaler family is a bit disturbed if you will by the recent news though we have to keep them focused on our brands and our commitment to the InBev brands and the InBev brands are currently growing double-digit. So we are living up to our commitment. This does not change that relationship.

Operator

Our next comes from Judy Hong with Goldman Sachs and Company, please state your question.

<Q — Judy Hong>: Hey guys, August you know one of the criticisms that people have on Anheuser-Busch is just limited exposure outside the U.S. then and just given a lot of the global consolidation that has taken place in the beer industry. Can you just talk about either are there ways to accelerate growth outside the U.S., beyond kind of what you’re doing in China and some of the other markets. And with some of the savings that you are getting in the U.S. is there way to sort of re-invest those savings outside the U.S. to get to accelerate growth internationally?

<A — August Busch IV>: Judy that’s an excellent question and there’s really two sides of that question. Number one, being in the U.S. marketplace which is by far and away the most profitable beer market in the world with 50 share and a disruption occurring as we speak with our two primary domestic competitors is our biggest opportunity in the short-term. As Randy said, we’re going to generate significant cash flow. He mentioned the share repurchase goal we are obviously looking at every strategic alternative in order to broaden our global platform. We have strong balance sheet and as Randy said our Board is open to any opportunity that would increase shareholder value. And it’s up to us as a management team to bring those ideas forward and they have to add value to our shareholders and our investor base overall.

Operator

Our next question comes from Paul Flood with TIAA-CREF Investment Management. Please state your question.

<Q — Paul Flood>: Hi good morning guys there.

< A — August Busch IV >: Hi Paul.

<Q — Paul Flood>: I just have a couple questions just for a little bit clarification as I always thought about your business in Mexico in particular. I never really thought you had much traction going on there. Can you give me a sense of what’s the growth, how the Bud brand has been growing in Mexico and what’s your market share for that brand might be? That’s one question I got another one if I could after that.

< A — August Busch IV >: Paul the answer to that question is Bud Light is the primary driver of our arrangement with Grupo Modelo in Mexico. They import Bud Light, we produce it at the LA Brewery and it’s growing double-digits as a matter of fact is the fastest growing brand in their portfolio, mostly in the Northern part of Mexico, but it’s doing very, very well and I don’t know the market sharing answer.

Operator

Our next question comes from Sachin Shah with ICAP. Please state your question.

<Q — Sachin Shah>: Hi, just want to follow up. Can you explain why you stated that, it’s not part of your plan to sell the Packaging business or to sell Entertainer business or segment?

< A — August Busch >: I’ll turn it over to Randy, but we took a very thorough look at this with a number of investment banks, a sale after-tax is not of benefit to our shareholders. We looked at the vertical integration of the packaging division, we looked a the other value that the entertainment division brings to our company and our ability to market and sell our products to legal age and above customers of the Entertainment division and it makes us a different type of company overall. In states like Florida and California and Texas and Virginia, where we have parks enable tremendous retailer entertainment opportunities for them and their families and it really adds a lot of value. And as Randy said before it’s growing 9 plus percent and we expect to grow 9 plus percent over the five year period. So the division is doing very well.

< A — W. Randolph Baker >: August answered your question. You know, technically we looked with both internal and external analyses. We’ve taken the projections for both Entertainment and Packaging, really all parts of our company, but for these to answer your question that are in our financial plan and discounted those back to get the value of them compare that with the estimated after-tax proceeds that we could get from selling them. There is no financial case for selling those two because in essence the value implied in our projections or plans are greater than what we estimate that we could get from the sale. But then the second piece, August outlined well, is that they both have strategic value for A-B. Our theme parks started as a promotional vehicle for the company and they do a very good job at that. Our Packaging Group started as a way to help us manage our packaging cost, which is a largest component of cost of good sold and they still play that strategic role. So those are the two reasons, we will continue to reexamine that as situation changes in the future, but we have had two or three different studies, come to that conclusion.

Operator

Our next question comes from Paul Flood with TIAA-CREF Investment Management. Please state your question.

<Q — Paul Flood>: I just had a follow-up question. As I was reading a lot of the news that has been coming out, particularly last night with — the legal, the lawsuits there to InBev’s pushing against you guys there, would you know how much, how many InBev share that they own of Bud stock?

< A — August Busch IV >: Paul who are you referencing?

<Q — Paul Flood>: I’m sorry, InBev.

< A — W. Randolph Baker >: We are not aware of shareholding with InBev.

<Q — Paul Flood>: Okay.

Operator

Our next question comes from Nikolaas Faes with Exane BNP Paribas. Please state your question.

<Q — Nikolaas Faes>: Thank you for taking the follow-up. In your presentation, you spoke about your early retirement and other redundancies. How many employees in total would be leaving your company? And added to that from that cost savings plan that you were presenting how much would be in Packaging and Entertainment business? Thank you.

<A — August Busch IV>: I will have John Kelly who is in charge of our overall Blue Ocean effort across the company comment on that question.

<A — John Kelly>: Sure, thank you August. Hi Nikolaas. We have approximately 8,600 full-time U.S. salaried employees that are eligible for the Enhanced Retirement Program. So you can do the math on whether on the 10 to 15% as to our estimates as who will take that program, but we have 8,600 total full-time U.S. salaried employees, of which 1,300 are aged 55 and above and are eligible for the plan. So then we are looking at 10 to 15% [75%] of that group accepting the plan.

<A — W. Randolph Baker>: And Nikolaas, this is Randy. The other part of your question, out of the total Blue Ocean program, the $1 billion program, 4% is in Packaging and Entertainment.

Operator

Thank you. Ladies and gentlemen that was our final question. I will turn the conference back over to Mr. Busch to conclude. Thank you.

August A. Busch IV, President and Chief Executive Officer

Thank you very much. Thank you everyone. We appreciate your attention. As we wrap up this call, let me reiterate the key takeaways. Anheuser-Busch’s Board went through a rigorous process to assess the InBev proposal, very, very thorough. The proposal undervalues the company based both on the multiples of similar transactions and the value created by our own plan and we are absolutely committed to executing this plan. This plan has been in development for months and will deliver on our objective of $3.90 earnings per share in 2009 and will drive sustainable profit and cash flow growth. Management is supremely confident in achieving this plan as our management team is most knowledgeable of our operation and where efficiencies can be realized. As always, we are committed to building shareholder value and we thank you very, very much.

Operator

Thank you. That concludes today’s teleconference.

August A. Busch IV, President and Chief Executive Officer

Wait, wait, wait, can I make one last statement, please? Can we correct my statement about Director removal and say we will challenge InBev’s claim in their lawsuit that they can remove Directors without cause. I was wrong on that statement, and that is the correct answer. Thank you.

Operator

Thank you, sir. That concludes today’s teleconference. You may disconnect your lines at this time. And have a wonderful day.

EX-99.3

Exhibit 99.3

Strategic Plan June 27, 2008

This release contains forward-looking statements regarding the company's expectations concerning its future operations, earnings and prospects. On the date the forward-looking statements are made, the statements represent the company's expectations, but the company's expectations concerning its future operations, earnings and prospects may change. The company's expectations involve risks and uncertainties (both favorable and unfavorable) and are based on 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. Accordingly, there can be no assurances that the company's expectations and the forward-looking statements will be correct. Important factors that could cause actual results to differ (favorably or unfavorably) from the expectations stated in this release include, among others, changes in the pricing environment for the company's products; changes in U.S. demand for malt beverage products, including changes in U.S. demand for other alcohol beverages; changes in consumer preference for the company's malt beverage products; changes in the distribution for the company's malt beverage products; changes in the cost of marketing the company's malt beverage products; regulatory or legislative changes, including changes in beer excise taxes at either the federal or state level and changes in income taxes; changes in the litigation to which the company is a party; changes in raw materials prices; changes in packaging materials costs; changes in energy costs; changes in the financial condition of the company's suppliers; changes in interest rates; changes in foreign currency exchange rates; unusual weather conditions that could impact beer consumption in the U.S.; 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; changes in the economies of the countries in which the company, its international beer business or its international equity partners operate; future acquisitions or divestitures by the company, including effects on its credit rating; changes resulting from transactions among the company's global or domestic competitors; and the effect of stock market conditions on the company's share repurchase program. Anheuser-Busch disclaims any obligation to update or revise any of these forward- looking statements. Additional risk factors concerning the company can be found in the company's most recent Form 10-K. Forward Looking Statements

August A. Busch IV President and Chief Executive Officer

Board of Directors' Review Found InBev's proposal too low compared to other applicable transactions and value created by Anheuser-Busch strategic plan Thoroughly reviewed numerous analyses from our independent advisors as well as management Assessed a wide range of potential strategic alternatives

An Exceptional Board of Directors Comprised of America's top business leaders Includes accomplished and independent leaders from outside traditional business

InBev's Proposal Inadequate Iconic brands Budweiser, one of the world's most valuable consumer brands Bud Light, the world's largest selling beer

InBev's Proposal Inadequate Creative marketing and innovation

InBev's Proposal Inadequate Nearly 50% share in U.S., the world's most profitable beer market Portfolio of leading brands across all segments Highly focused, world class distribution system

InBev's Proposal Inadequate Equity investments in leading international partners 50% position in Grupo Modelo Participate in growth of Mexican beer market and the U.S. import beer market Corona Extra an iconic brand

27% Ownership InBev's Proposal Inadequate Equity investments in leading international partners Very successful investment and partnership with Tsingtao Tsingtao brand is the leading premium brand in China

Wholly owned 27% Ownership InBev's Proposal Inadequate China business delivers good profits and strong growth Efforts to expand Budweiser to more than 100 markets Budweiser leads the super- premium category in China

InBev's Proposal Inadequate Budweiser enjoyed in more than 80 countries around the world

Business Built on Brands Investment and partnerships provide the environment for enhanced brand growth globally Innovation aids top-line growth in U.S.

Renewed Cost Discipline Anheuser-Busch has effectively managed cost relative to U.S. competitors Recent high commodity costs have made this more difficult and more important

Blue Ocean - Expanded & Accelerated New goal: Over $1 Billion in savings Majority occurring in 2008 and 2009 Actions to date Revised employee incentive programs to more closely tie bonuses to operating performance Enacted zero overhead growth approach with staff groups

No compromise on product quality Continued investment behind brands and innovation People Continue to value our employees and their contributions Socially and environmentally responsible Build shareholder value Increased focus on driving sustainable long-term growth as well as improved short-term results True to our Core Tenets

Open to any ideas that generate shareholder value

W. Randolph Baker Vice President and Chief Financial Officer

Managing for Long-Term Growth Anheuser-Busch has undertaken a series of initiatives over the past two years to position the company for long-term profit growth

Long-Term Growth Initiatives Broadened U.S. Portfolio: High-end, high growth segments Transformed U.S. Selling System Major consumer segmentation project Increased and focused media spending: Up 15% in 2008

Beginning to See Results 2nd Quarter 2008 to Date Total Sales to Retailers * 0.8% * STRs are selling day adjusted and through June 22, 2008 ** Supermarkets - 4-weeks dated 6/15/08 A-B Produced STRs * 0.6% IRI Volume Share** 8/10ths IRI Dollar Share** 1.2 pts

A-B Innovations are Paying Off Bud Light Lime IRI market share reached 1.3% Average case equivalent price 47% higher than Bud Light LandShark and Bud/Bud Light Chelada represent another 4/10th share Pricing is 70% higher than Bud Light Budweiser American Ale to be introduced in October

Current Industry Environment Pricing continues to be favorable Commodity costs remain challenging Blue Ocean savings exceeding expectations, but so is commodity cost inflation U.S. Beer Company objective to maintain gross margins Achieved in the first quarter But not expected in second quarter

2008E 2009E 2010E Cost of Goods Sold 190 470 660 G&A Personnel 50 300 340 Blue Ocean - Expanded & Accelerated $1 Billion of cumulative, sustainable savings from 2008-2010 75% of savings in first two years

Cost of Goods Sold Initiatives * U.S. Beer Company contributes 90% of total COGS savings Process Benchmarking Process Redesign / Asset Utilization Improved Materials Usage Energy & Environmental Conservation Supply Chain Optimization East 355 109 86 109 59 Supply Chain Improved Materials Usage Energy & Environmental Business Process Redesign Process Benchmarking

Personnel and G&A Initiatives Early retirement program offered in third quarter Targeting 10%-15% with this program and attrition A one-time cost recognized in fourth quarter Zero overhead growth project focused on widespread reduction in non-salary expenditures Process Benchmarking Process Redesign / Asset Utilization Improved Materials Usage Energy & Environmental Conservation Supply Chain Optimization East 148 127 125 80 45 Workforce Rationalization G&A Reduction G&A savings represent 30% of the $1 billion program

Accelerated 2009 Price Increase Plan Continuing commodity cost pressures impacting A-B and most food and beverage companies Unprecedented diesel fuel prices impacting wholesalers 95% of actions in September and October Actions cover 85% of volume 4% revenue per barrel growth, including mix, for 2008 and 2009

Targeting Margin Expansion Expect slight gross margin increase in 2008 Larger gross margin increase expected in 2009 Full year impact of Blue Ocean and 2009 price plan U.S. Beer Company: +100 bps from 2007 to 2009 Operating margin increases 300 bps from 2007 to 2009 Efficiencies from personnel and G&A savings Return to levels achieved in 2003 and 2004 by 2011 and 2012

Though gaining share remains an objective... Our Strategic Plan does not rely on market share growth and assumes level market share

Significant Contribution to Profit Growth A-B International Net Income 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 A_B 126.8 179.8 281.6 309.2 398.9 401.2 485.3 552 633 733.9 $734 $180 $Million 19% CAGR 27% of A-BC Net Income

Grupo Modelo - Largest Contributor 50% stake in leading brewer in Mexico 56% market share in Mexico #1 U.S. Import brand - Corona Extra Enhancing longer-term growth Creation of Crown Imports JV in U.S. Implementation of SAP Restructuring of Extra convenience store chain Building a new brewery in northern Mexico Expect Modelo to be a key contributor to A-B's profit growth next year and beyond

China - The World's Largest and Fastest Growing Beer Market Wholly owned 27% Ownership Budweiser firmly established as leading super premium brand 27% equity stake in Tsingtao - leading premium brewer Harbin - Rapidly growing premium brands and strong position in Northeastern China

China - Investing for Long-Term Growth Expanding Budweiser & Harbin Premium brands 100 cities - nearly 250 million consumers Integrating A-B controlled operations Enhancing wholesaler system Building two breweries to support growth Developing a very strong local management team A-B is profitable in China Rapid growth will have increasing impact on profits

Important International Markets Budweiser - #1 brand in Canada U.K. - Positive impact on international beer profits from restructuring initiatives India - Establishing a business platform - long term potential Purchased remaining 50% from JV Partner

International Beer Profit Growth Expect 3 percentage point contribution to A-B's consolidated EPS growth beyond 2008

Lowered Capital Spending Targets 2007 2008E 2009E 2010E Prior Plan 975 925 New Plan 870 875 725 675 Down $100 million and $200 million vs. prior plans in 2008 and 2009 CAPEX/Net Sales in the 3.5% to 4.0% range 500 bps ROCE improvement from 2007 to 2010

Operating Cash Flow +$350 million Free Cash Flow 2009 versus 2007 Significant Increase in A-B's Operating and Free Cash Flow +$500 million

Future Dividend Growth '76 '77 '78 '79 '80 '81 '82 '83 '84 '85 '86 '87 '88 '89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 0.0283 0.0296 0.0342 0.0375 0.0413 0.0471 0.0575 0.0675 0.0783 0.0917 0.11 0.135 0.165 0.2 0.235 0.265 0.3 0.34 0.38 0.42 0.46 0.5 0.54 0.58 0.63 0.69 0.75 0.83 0.93 1.03 1.13 1.25 31 Consecutive years of growth Dividend growth in-line with earnings growth

Increasing Share Repurchase Targets 2007 2008E 2009E New Plan 2.7 3 4 Prior Plan 2 1.8 Subject to potential acquisition and investment opportunities Move to lower-end of 25%-30% CF/TD range by 2009 $2.7 $3.0 $2.0 $4.0 $1.8

Enhanced Financial Performance Projected U.S. Beer Company profit growth averages 8% per year in 5 year plan Significantly exceeding prior 3% to 5% objective Share repurchase, corporate and non-beer subsidiaries well above prior 2 to 3 percentage point contribution to EPS 2008 normalized EPS expected to be $3.13

Updating Key Earnings Drivers Guidance for 2008 Revenue per barrel up 4% Heavily weighted to fourth quarter price increase Cost of Goods Sold per barrel up less than 4% Slight gross margin improvement Consolidated MD&A up less than 4% Operating profit margins increase more than gross margins International Beer operations profits increase over 35% Equity income to decline in the low to mid single digit range versus a normalized 2007

Updating Key Earnings Drivers Guidance for 2008 Entertainment division profits up high single digits Packaging segment profits decline low double digits Net interest expense up $10 to $20 million Capital spending of $875 million Expect very strong EPS growth in the fourth quarter Timing of price increase and year-over-year comparisons EPS for the second and third quarters should increase mid single digits

EPS Annual Targets 2008: $3.13 per share 2009: $3.90 per share (up nearly 25%) Full year of cost reduction program & pricing actions Double digit EPS growth in remaining three years from new $3.90 base

Board of Directors' Decision Yesterday our Board of Directors unanimously determined that InBev's non- binding proposal to acquire Anheuser-Busch for $65 per share materially undervalues our company and its future growth prospects

Board of Directors' Review Financial advisers reviewed the adequacy of InBev's non-binding proposal and emphasized: Anheuser-Busch is truly a unique brewing asset Acquisition of Anheuser-Busch would be unlike any other brewer acquisition Value of iconic brands Substantial market share leadership in the U.S. - by far the most profitable beer market in the world

Inadequate Price Premium InBev's $65 per share proposal represents a 14% premium to A-B's June 10 stock price The day prior to InBev's non-binding proposal 23.6% premium to A-B's May 22 stock price The day before the Financial Times article 28% premium vs. 1 month average before rumor Proposal compares unfavorably to average premium for large global cash deals

Inadequate Valuation Multiple at $65 InBev stated 2007 Trailing East 12 11.51 11.27 Source: InBev June 12, 2008 investor presentation; company filings, A-B projected EBITDA (normalized); Bloomberg. EBITDA multiple is not 12.0X...important because every 0.5 point represents over $3/share Per InBev 2007 Actual 2008E* 2007* 12X 11.5X ~10.5X *Incl. Modelo & Tsingtao

Inadequate Valuation Multiple at $65 Pernod / Absolut P&G / Gillette Mars / Wrigley Nestle / Purina Pepsi / Quaker S&N Heineken / S&N Per InBev 2007 2007* 2008E* East 20.8 19.3 18.4 15.7 15.4 13.9 12.9 12 11.5 10.5 Source: Company filings, Wall Street research, Securities Data Company, InBev June 12, 2008 investor presentation, Bloomberg, A-B projected EBITDA (normalized). *incl. Modelo & Tsingtao A-B Multiples ~10.5 $65 per share would be an excellent deal for InBev shareholders... a transfer of value from A-B to InBev

Board of Directors' Decision The Anheuser-Busch Board of Directors has rejected InBev's proposal but will continue to consider all opportunities to maximize shareholder value for Anheuser-Busch

Summary A-B has undertaken a series of initiatives in the last two years to: Better position the company for long-term growth Starting to see improved results Strategic plan is aggressive but: Driven by actions largely controllable by A-B Realistic assumptions in areas we don't control Projecting substantially improved margins and earnings growth InBev's proposal significantly undervalues the unique assets of Anheuser-Busch and its long-term earnings and cash flow prospects

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Appendix GAAP Reconciliations

GAAP Reconciliation of Diluted EPS 2008 Normalized Earnings Per Share Excluding one-time gains, losses and expenses, including the $300MM to $400MM (equal to 25 to 33 cents in earnings per share) associated with the Enhanced Retirement Program. Equity Income (millions) Diluted Earnings Per Share 2007 Reported $662.4 $2.79 Gain on sale of Spanish theme park -- (0.01) Gain on sale of distribution rights -- (0.02) Modelo restructuring 16.0 0.02 Excluding normalization items $678.4 $2.78