-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E7ztHeIMbZzQql36zUalVJHftCc+1bsUiLtjpiMybYKpO8hYTKN/2RpWSx0YvgmZ FT4noIXqnBuhyI9mBB403w== 0001068800-06-000314.txt : 20060428 0001068800-06-000314.hdr.sgml : 20060428 20060428093014 ACCESSION NUMBER: 0001068800-06-000314 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20060331 FILED AS OF DATE: 20060428 DATE AS OF CHANGE: 20060428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANHEUSER-BUSCH COMPANIES, INC. CENTRAL INDEX KEY: 0000310569 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 431162835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07823 FILM NUMBER: 06787324 BUSINESS ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118-1852 BUSINESS PHONE: 3147656565 MAIL ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118-1852 FORMER COMPANY: FORMER CONFORMED NAME: ANHEUSER BUSCH COMPANIES INC DATE OF NAME CHANGE: 19920703 10-Q 1 ab10q.htm ANHEUSER-BUSCH COMPANIES, INC. FORM 10-Q Anheuser-Busch Companies, Inc. Form 10-Q
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

[X]  
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED MARCH 31, 2006
     
[   ]  
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 ITS CHARTER)

DELAWARE
43-1162835
(State of Incorporation)
(I.R.S. Employer Identification No.)

One Busch Place, St. Louis, Missouri 63118
(Address of principal executive offices) (Zip Code)

(314) 577-2000
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)
 
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 the filing requirements for the past 90 days.
Yes [X]
No [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [X]
Accelerated Filer [  ]
Non-Accelerated Filer [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ]
No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

$1 Par Value Common Stock - 772,798,830 shares as of March 31, 2006.

 

1
Anheuser-Busch Companies, Inc. and Subsidiaries
Consolidated Balance Sheet (Unaudited)



 
(in millions, except per share)
March 31,
 
Dec. 31,
 
  
2006
  
2005
 
Assets
      
 
Current Assets:
      
 
Cash
$212.5
 
$225.8
 
Accounts receivable
873.0
 
681.4
 
Inventories
707.7
 
654.5
 
Other current assets
208.8
 
197.0
 
Total current assets
2,002.0
 
1,758.7
 
Investments in affiliated companies
3,575.8
 
3,448.2
 
Plant and equipment, net
8,966.9
 
9,041.6
 
Intangible assets, including goodwill of $1,039.1 and $1,034.5
1,237.0
 
1,232.6
 
Other assets
1,293.9
 
1,073.9
 
Total assets
$17,075.6
 
$16,555.0
 
        
 
        
 
Liabilities and Shareholders Equity
      
 
Current Liabilities:
      
 
Accounts payable
$1,170.9
 
$1,249.5
 
Accrued salaries, wages and benefits
246.6
 
250.9
 
Accrued taxes
443.7
 
156.7
 
Accrued interest
114.9
 
123.7
 
Other current liabilities
254.6
 
201.8
 
Total current liabilities
2,230.7
 
1,982.6
 
Postretirement benefits
445.5
 
444.3
 
Debt
8,127.4
 
7,972.1
 
Deferred income taxes
1,329.8
 
1,345.9
 
Other long-term liabilities
1,136.9
 
1,130.3
 
Shareholders Equity:
      
 
Common stock, $1.00 par, authorized 1.6 billion shares
1,469.6
 
1,468.6
 
Capital in excess of par value
2,735.6
 
2,685.9
 
Retained earnings
15,987.5
 
15,698.0
 
Treasury stock, at cost
(15,507.9)
  
(15,258.9)
 
Accumulated non-owner changes in equity
(879.5)
  
(913.8)
 
Total Shareholders Equity
3,805.3
 
3,679.8
 
Commitments and contingencies
-
 
-
 
Total Liabilities and Shareholders Equity
$17,075.6
 
$16,555.0

See the accompanying footnotes on pages 5 to 13.



2
Anheuser-Busch Companies, Inc. and Subsidiaries
Consolidated Statement of Income (Unaudited)


 
 
 
 
 
 
(in millions, except per share)
First Quarter
 
  
Ended March 31,
 
  
2006
  
2005
 
Gross sales
$4,296.3
 
$4,085.1
 
Excise taxes
(540.7)
  
(521.4)
 
Net sales
3,755.6
 
3,563.7
 
Cost of sales
(2,417.7)
  
(2,231.0)
 
Gross profit
1,337.9
 
1,332.7
 
Marketing, distribution and administrative expenses
(615.7)
  
(619.3)
 
Operating income
722.2
 
713.4
 
Interest expense
(115.1)
  
(114.8)
 
Interest capitalized
4.0
 
5.2
 
Interest income
0.6
 
2.0
 
Other income, net
3.7
 
19.5
 
Income before income taxes
615.4
 
625.3
 
Provision for income taxes
(238.6)
  
(230.8)
 
Equity income, net of tax
122.4
 
105.9
 
Net income
$499.2
 
$500.4
 
Basic earnings per share
$.64
 
$.64
 
Diluted earnings per share
$.64
 
$.64


See the accompanying footnotes on pages 5 to 13.




3
Anheuser-Busch Companies, Inc. and Subsidiaries
Consolidated Statement of Cash Flows (Unaudited)



 
(in millions)
Three Months
  
 
  
Ended March 31,
  
 
  
2006
    
2005
  
 
Cash flow from operating activities:
          
 
Net income
$499.2
   
$500.4
 
 
Adjustments to reconcile net income to cash
          
 
provided by operating activities:
          
 
Depreciation and amortization
245.5
   
236.8
 
 
Decrease in deferred income taxes
(17.3
 )
 
(36.7
 )
 
Stock compensation expense
17.1
   
19.0
 
 
Undistributed earnings of affiliated companies
(122.4
 )  
(105.9
 )
 
Gain on sale of business
-
   
(15.4)
  
 
Other, net
(180.9
 )  
47.3
 
 
Operating cash flow before change in working capital
441.2
   
645.5
 
 
Decrease / (Increase) in working capital
5.8
   
(115.3
 )
 
Cash provided by operating activities
447.0
   
530.2
 
 
            
 
Cash flow from investing activities:
          
 
Capital expenditures
(159.1
 )  
(277.3
 )
 
Proceeds from sale of business
-
   
48.3
 
 
Cash used for investing activities
(159.1
 )  
(229.0
 )
 
            
 
Cash flow from financing activities:
          
 
Increase in debt
299.3
   
278.3
 
 
Decrease in debt
(143.2
 )  
(22.1
 )
 
Dividends paid to shareholders
(209.8
 )  
(190.8
 )
 
Acquisition of treasury stock
(259.7
 )  
(483.6
 )
 
Shares issued under stock plans
12.2
   
41.2
 
 
Cash used for financing activities
(301.2
 )  
(377.0
 )
 
Net decrease in cash during the period
(13.3
 )  
(75.8
 )
 
Cash, beginning of period
225.8
   
228.1
 
 
Cash, end of period
$212.5
   
$152.3
 

See the accompanying footnotes on pages 5 to 13.



4


ANHEUSER-BUSCH COMPANIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.
Unaudited Financial Statements
The unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles and applicable SEC guidelines pertaining to quarterly financial reporting, and include all adjustments necessary for a fair presentation. These statements should be read in combination with the consolidated financial statements and notes included in the company’s annual report on Form 10-K for the year ended December 31, 2005.

2.
Business Segments Information
Comparative business segment information for the first quarter ended March 31 (in millions):
 
             
 
Domestic
Int'l
    
Corporate
  
 
Beer
Beer
Packaging
Entertain.
and Elims
Consol.
2006
            
Gross Sales
$3,357.7
257.1
629.4
170.7
(118.6)
$4,296.3
Net Sales:
            
- Intersegment
$0.7
-     
225.9
-     
(226.6)
$ -     
- External
$2,856.5
216.9
403.5
170.7
108.0
$3,755.6
Income Before
            
Income Taxes
$782.5
22.1
38.7
(17.6)
(210.3)
$615.4
Equity Income
$0.6
121.8
-     
-     
-     
$122.4
Net Income
$485.8
135.5
24.0
(10.9)
(135.2)
$499.2
             
             
             
2005
            
Gross Sales
$3,213.7
248.3
566.5
175.1
(118.5)
$4,085.1
Net Sales:
 
    
 
  
 
- Intersegment
$0.7
-     
208.6
-     
(209.3)
$ -     
- External
$2,734.4
205.5
357.9
175.1
90.8
$3,563.7
Income Before
      
 
    
Income Taxes
$781.3
21.8
35.6
(6.4)
(207.0)
$625.3
Equity Income
-     
$105.9
-     
-     
-     
$105.9
Net Income
$484.4
119.4
22.1
(4.0)
(121.5)
$500.4
             



5

The company adopted FAS 123R, “Share-Based Payment,” effective in the first quarter 2006 and has elected to apply the modified retrospective method of adoption. Stock compensation expense is classified as a corporate item for segment reporting purposes. Pursuant to the modified retrospective approach, the 2005 corporate information included in the company’s segment disclosures has been revised to include the impact of previously disclosed pro forma stock compensation expense.

3.
Stock Compensation
Under the terms of the company’s stock option plans, officers, certain other employees and non-employee directors may be granted options to purchase the company’s common stock at a price equal to the market price on the date the option is granted. Options generally vest over three years and have a maximum term of 10 years. At March 31, 2006, existing stock plans authorized issuance of 120 million shares of common stock. The company issues new shares when options are exercised under employee stock option plans. Under the plan for the board of directors, shares are issued from treasury stock.
Following is a summary of stock option activity and related prices for the first quarter of 2006 (options in millions).
 
 
 
Options
Outstanding
Wtd. Avg.
Exercise
Price
 
Options
Exercisable
Wtd. Avg.
Exercise
Price
 
Balance, Dec. 31, 2005
 
96.5
 
$45.01
 
71.5
 
$44.06
 
Granted
 
---
 
N/A
    
 
Exercised
 
(0.5)
 
$25.56
    
 
Cancelled
 
(0.4)
 
$48.63
    
 
Balance, Mar. 31, 2006
 
95.6
 
$45.10
 
70.9
 
$44.20


6


The following table provides additional information regarding options outstanding and options that were exercisable as of March 31, 2006 (options in millions).
 
 
 
Options Outstanding
Options Exercisable
Range of
Exercise
Prices
 
 
Number
Wtd. Avg.
Remaining
Life
Wtd. Avg.
Exercise
Price
Pretax
In The Money
Value
 
 
Number
Wtd. Avg.
Exercise
Price
Pretax
In The Money
Value
 
$20-29
 
  9.6
 
2.0 years
 
$26.06
 
$160.9
 
  9.6
 
$26.06
 
$160.9
 
$30-39
 
  8.0
 
3.4 years
 
$37.84
 
38.7
 
  8.0
 
$37.84
 
38.7
 
$40-49
 
49.9
 
6.4 years
 
$46.47
 
---
 
38.6
 
$47.25
 
---
 
$50-53
 
28.1
 
8.0 years
 
$51.29
 
---
 
14.7
 
$51.60
 
---
 
$20-53
 
95.6
 
6.2 years
 
$45.10
 
$199.6
 
70.9
 
$44.20
 
$199.6


Prior to 2006, Anheuser-Busch accounted for employee stock compensation in accordance with FAS 123, “Accounting for Stock-Based Compensation,” and elected to recognize no expense related to employee stock compensation, since options were always granted with an exercise price equal to the market price of the company’s stock on the day of grant. In December 2004, the Financial Accounting Standards Board issued a revised and renamed standard regarding stock compensation - FAS 123R, “Share-Based Payment.” The revised standard, which was adopted by Anheuser-Busch in the first quarter of 2006, eliminates the disclosure-only election under FAS 123 and requires the recognition of compensation expense for stock options and all other forms of equity compensation generally based on the fair value of the instruments on the date of grant. In order to enhance comparability among all years presented and to provide the fullest understanding of the impact that expensing stock compensation has on the company, Anheuser-Busch has retrospectively applied the new standard to prior period results.
The fair value of stock compensation is recognized in expense over the vesting period, and is determined on the date of grant using a binomial (lattice method) option-pricing model. The company recognizes the entire fair value associated with non-forfeitable stock options (approximately 60% of the total) in stock compensation expense when options are granted. The remaining expense associated with forfeitable options is recognized ratably over the three-year option vesting period. For financial reporting purposes, stock compensation expense is included in either cost of sales or marketing, distribution and administrative expenses depending on where the

7

recipient’s cash compensation is reported, and is classified as a corporate item for business segments reporting.
The following table shows the fair value of stock options granted for 2005, 2004 and 2003 (in millions, except per option).

 
2005
2004
2003
 
Fair value of each option granted
 
$8.81
 
$10.49
 
$13.58
 
Total number of options granted
 
11.4
 
14.1
 
14.4
 
 
Total fair value of options granted
 
$100.4
 
$147.9
 
$195.6

Anheuser-Busch uses the binomial option-pricing model for the valuation of stock options because it accommodates several inputs in order to take into account multiple option exercise patterns, and essentially computes an overall value based on a weighting of the various patterns. The company used the Black-Scholes pricing model to determine the fair value of stock options granted in 2003. The assumptions used in developing the fair value of stock options granted for the years 2005, 2004 and 2003 follow. For illustrative purposes, the expected life, risk-free rate, and fair value per option shown above are weighted averages.

 
2005
2004
2003
 
Expected life of option
 
5.5 yrs.
 
5.5 yrs.
 
7.0 yrs.
 
Risk-free interest rate
 
4.4%
 
3.7%
 
4.0%
 
Expected volatility of Anheuser-Busch stock
 
21%
 
22%
 
22%
 
Expected dividend yield on Anheuser-Busch stock
 
2.5%
 
1.8%
 
1.7%

Pretax stock compensation expense was $17 million and $19 million for the first quarter of 2006 and 2005, respectively. The impact on net income was $12 million for both periods, while the impact on diluted earnings per share was $.015 for the first quarter of 2006 and $.016 for the first quarter of 2005. Unrecognized pretax stock compensation cost as of March 31, 2006 was $95 million, which is expected to be recognized over a weighted average life of approximately 1.5 years.
Cash proceeds from the exercise of stock options totaled $10 million in the first quarter of 2006 and $39 million for the first quarter of 2005. Stock options exercised in the first quarter of 2006 and 2005 had an aggregate intrinsic value (amount by which the market price exceeded the exercise price on the date of exercise) of $9

8

million and $31 million, respectively. The income tax benefit related to the exercise of employee stock options (recognized as a reduction of current taxes payable and an increase in paid-in-capital) was $3 million and $9 million, respectively, for the first quarter of 2006 and 2005.
Following are figures pertinent to first quarter 2005 operations and the balance sheet as of December 31, 2005 as they were previously reported and for the retrospective adoption of FAS 123R.

 
 
Including
FAS 123R
  
As Previously
Reported
Operating Results and Cash Flow for First Quarter 2005
      
Cost of sales
$2,231.0
  
$2,227.2
Gross profit
$1,332.7
  
$1,336.5
Marketing, distribution and administrative expenses
$619.3
  
$604.1
Operating income
$713.4
  
$732.4
Income before income taxes
$625.3
  
$644.3
Provision for income taxes
$230.8
  
$237.4
Net income
$500.4
  
$512.8
Basic earnings per share
$.64
  
$.66
Diluted earnings per share
$.64
  
$.65
       
Operating cash flow before change in working capital
$645.5
  
$651.5
Cash provided by operating activities
$530.2
  
$536.2
Shares issued under stock plans
$41.2
  
$35.2
Cash used for financing activities
$377.0
  
$383.0
       
Balance Sheet as of December 31, 2005
     
Deferred income taxes
$1,345.9
  
$1,682.4
Capital in excess of par value
$2,685.9
  
$1,601.8
Retained earnings
$15,698.0
  
$16,445.6
Shareholders equity
$3,679.8
  
$3,343.3



9


 
4.
Derivatives 
Anheuser-Busch accounts for its derivatives in accordance with FAS 133, “Accounting for Derivatives and Other Hedging Instruments,” and therefore defers in accumulated non-owner changes in shareholders equity the portion of cash flow hedging gains and losses that equal the change in cost of the underlying hedged transactions. As the underlying hedged transactions occur, the associated deferred hedging gains and losses are reclassified into earnings to match the change in cost of the transaction. For fair value hedges, the changes in value for both the derivative and the underlying hedged exposure are recognized in earnings each quarter.
Following are pretax gains and losses from derivatives which were recognized in earnings during the first quarter (in millions). These gains and losses effectively offset price or value changes in the company’s hedged exposures.

 
First Quarter
 
2006
  
 
2005
 
Gains
 
Losses
  
 
Gains
 
Losses
 
$0.5
 
$26.7
  
 
$0.6
 
$4.5
         

The company immediately recognizes in earnings any portion of derivative gains or losses that are not 100% effective at offsetting price changes in the underlying transactions. Anheuser-Busch recognized net pretax losses due to this hedge ineffectiveness of $0.7 million for the first quarter of 2006 compared to net ineffective pretax losses of $0.3 million for the first quarter of 2005.

5.
Earnings Per Share
Earnings per share are calculated by dividing net income by weighted-average common shares outstanding for the period. The difference between basic and diluted weighted-average common shares is the dilutive impact of unexercised in-the-money stock options. There were no adjustments to net income for any period shown for purposes of calculating earnings per share.

10


Weighted-average common shares outstanding for the quarter ended March 31 are shown below (millions of shares):
 
 
 
First Quarter
 
 
2006
  
 
2005
 
Basic weighted average shares outstanding
 
776.1
  
 
779.3
 
Diluted weighted average shares outstanding
 
780.2
  
 
785.9


6.
Non-Owner Changes in Shareholders Equity
The components of accumulated non-owner changes in shareholders equity, net of applicable taxes, as of March 31, 2006 and December 31, 2005 follow (in millions):

 
 
March 31,
  
 
Dec. 31,
 
 
2006
  
 
2005
 
Foreign currency translation loss
 
$(347.5)
  
 
$(382.0)
 
Deferred hedging losses
 
(3.0)
  
 
(2.4)
 
Deferred securities valuation gains
 
0.7
 
 
0.3
 
Minimum pension liability
 
(529.7)
  
 
(529.7)
 
Accumulated non-owner changes in shareholders equity
 
$(879.5)
  
 
$(913.8)

Net income plus non-owner changes in shareholders equity, net of applicable taxes, for the quarter ended March 31 follows (in millions):
 
 
 
First Quarter
 
 
2006
  
 
2005
 
Net income
 
$499.2
  
 
$500.4
 
Foreign currency translation gains
 
34.5
  
 
30.4
 
Net change in deferred hedging (losses) / gains
 
(0.6)
  
 
5.1
 
Deferred securities valuation gains
 
0.4
  
 
7.9
 
Net income plus non-owner changes in shareholders equity
 
$533.5
  
 
$543.8



11


7.
Goodwill 
Following is goodwill by business segment, as of March 31, 2006 and December 31, 2005 (in millions). Goodwill is included in either other assets or investment in affiliated companies, as appropriate, in the consolidated balance sheet. The change in goodwill during the first quarter 2006 results from fluctuations in foreign currency exchange rates.
 
 
 
Mar. 31, 2006
  
 
Dec. 31, 2005
 
Domestic Beer
 
$21.2
  
 
$21.2
 
International Beer
 
1,269.9
  
 
1,261.1
 
Packaging
 
21.9
  
 
21.9
 
Entertainment
 
288.3
  
 
288.3
 
Total goodwill
 
$1,601.3
  
 
$1,592.5


8.
Pension and Postretirement Health Care Expense
The components of quarterly expense for pensions and postretirement health care benefits are shown below for the first quarter of 2006 and 2005 (in millions):
 
 
 
Pensions
Postretirement
Health Care
 
2006
2005
2006
2005
 
Service cost (benefits earned during the period)
 
$26.6
 
$24.3
 
$6.2
 
$6.2
 
Interest cost on benefit obligation
 
42.5
 
42.2
 
8.7
 
9.6
 
Assumed return on plan assets
 
(49.6)
 
(49.0)
 
---
 
---
 
Amortization of prior service cost and net actuarial losses / (gains)
 
28.5
 
22.0
 
1.3
 
(1.7)
 
Expense for defined benefit plans
 
48.0
 
39.5
 
16.2
 
14.1
 
Cash contributed to multi-employer plans
 
3.9
 
3.9
 
---
 
---
 
Cash contributed to defined contribution plans
 
4.7
 
4.7
 
---
 
---
 
Total quarterly expense
 
$56.6
 
$48.1
 
$16.2
 
$14.1

In order to enhance the funded status of its defined benefit pension plans, the company made a discretionary pension contribution of $214 million in January 2006. This contribution is in addition to the company’s required pension funding for 2006.

12


9.
Equity Investment in Grupo Modelo
Summary financial information for Anheuser-Busch’s equity investee Grupo Modelo for the first quarter of 2006 and 2005 is presented below (in millions). The amounts shown represent 100% of Modelo’s consolidated operating results and financial position based on U.S. generally accepted accounting principles on a one-month lag basis, and include the impact of the company’s purchase accounting adjustments.

 
First Quarter
Ended March 31,
 
2006
  
2005
 
Cash and marketable securities
 
$1,790.5
  
 
$1,434.5
 
Other current assets
 
$989.4
  
 
$830.2
 
Non-current assets
 
$4,644.3
  
 
$4,248.4
 
Current liabilities
 
$382.2
  
 
$359.8
 
Non-current liabilities
 
$367.0
  
 
$445.4
 
Gross sales
 
$1,233.0
  
 
$1,010.8
 
Net sales
 
$1,142.4
  
 
$930.4
 
Gross profit
 
$605.4
  
 
$518.1
 
Minority interest
 
$0.3
  
 
$0.3
 
Net income
 
$241.9
  
 
$211.0




13


Management’s Discussion and Analysis of Operations and Financial Condition
This discussion summarizes the significant factors affecting the consolidated operating results, financial condition and liquidity and cash flows of Anheuser-Busch Companies, Inc. for the first quarter ended March 31, 2006, compared to the first quarter ended March 31, 2005, and the year ended December 31, 2005. This discussion should be read in conjunction with the consolidated financial statements and notes included in the company’s annual report to shareholders for the year ended December 31, 2005.
This discussion 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. Please refer to the company’s most recent SEC Form 10-K for a description of risk factors that could cause actual results to differ (favorably or unfavorably) from the expectations stated in this discussion. Anheuser-Busch disclaims any obligation to update any of these forward-looking statements.
 
Results of Operations
Effective in the first quarter 2006, Anheuser-Busch adopted FAS 123R, “Share-Based Payment.” FAS 123R requires the recognition of stock compensation expense for stock options and other forms of equity compensation, based on the fair value of the instruments on the date of grant. In order to enhance the comparability of all periods presented and provide the fullest understanding of the impact that expensing stock compensation has on the company, Anheuser-Busch elected to apply the modified retrospective method of adopting FAS 123R. The company has therefore recast comparative 2005 results to incorporate the impact of previously disclosed pro forma

14

stock compensation expense. The impact of adopting FAS 123R is not material to the results of operations for any period presented. See Note 3 for additional information.
Coming off a difficult year in 2005, Anheuser-Busch achieved encouraging first quarter 2006 results. Through a number of sales initiatives the company has restored its domestic beer volume growth momentum, and successfully implemented a moderate price increase in early 2006. The cost pressures the company experienced last year continue, but at a lesser rate, and a number of initiatives to reduce costs and enhance productivity have been implemented.
Consolidated net sales increased 5.4% versus prior year, while diluted earnings per share of $.64 were level with 2005. Reported earnings per share for the first quarter 2005 include the one-time gain on the sale of an interest in a theme park in Spain. Excluding the one-time gain from 2005, which allows a better comparison between underlying 2006 and 2005 operating results, diluted earnings per share for the first quarter increased 4.9% (see additional discussion on pages 18 through 20).
Anheuser-Busch continues to expect sales and earnings growth in 2006 and believes it is off to a good start. In addition to the sale of the Spanish theme park, the company experienced other one-time items in the second and third quarters of 2005 which impacted the underlying results of operations. For informational and comparative purposes, the table below sets forth the assumptions used by company representatives when comparing expectations for full year 2006 diluted earnings per share to 2005 results including FAS 123R stock compensation expense and excluding one-time items.

 
Earnings
Full Year 2005 Basis of Comparison
Per Share
Including FAS 123R
$2.23
Gain on Sale of Spanish Theme Park
(.024)
Favorable Chile Income Tax Settlement on CCU Sale
(.009)
Deferred Income Tax Benefit From Ohio Tax Legislation
(.009)
Litigation Settlement
.118
 
Including FAS 123R and Excluding One-Time Items
$2.31


15


Beer Sales Results
Following is a summary and discussion of the company’s beer volume and sales results for the first quarter 2006 compared with the first quarter 2005.
 
 
Beer Volume (millions of barrels)
  
 
 
First Quarter
  
 
2006 vs. 2005
  
 
 
2006
  
 
2005
  
 
Barrels
  
 
%
  
 
Domestic
 
25.6
  
 
24.4
  
 
Up 1.2
  
 
Up 4.6%
  
 
International
 
4.8
  
 
4.4
  
 
Up 0.4
  
 
Up 9.4%
  
 
Worldwide A-B Brands
 
30.4
  
 
28.8
  
 
Up 1.6
  
 
Up 5.4%
  
 
Equity Partner Brands
 
6.4
  
 
4.3
  
 
Up 2.1
  
 
Up 47.9%
  
 
Total Brands
 
36.8
  
 
33.1
  
 
Up 3.7
  
 
Up 10.9%
  

Domestic volume represents Anheuser-Busch beer produced and shipped within the United States. Domestic beer shipments-to-wholesalers increased 4.6% for the first quarter 2006, and actual wholesaler sales-to-retailers were up 3.3%. On a selling day adjusted basis, sales-to-retailers were up 1.7%. Shipments to wholesalers are not selling day adjusted. Our sales-to-retailers increase was led by Bud Light, which grew mid-single digits (selling day adjusted). Wholesaler inventories at the end of the first quarter 2006 were about one day lower than at the end of the first quarter 2005.
The company’s estimated domestic market share (excluding exports) for the first quarter of 2006 was 51.2%, compared to prior year market share of 51.1%. Domestic market share is based on estimated U.S. beer industry shipment volume using information provided by the Beer Institute and the U.S. Department of Commerce.
International volume consisting of 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, increased 9% for the first quarter 2006, driven primarily by sales in China. Worldwide Anheuser-Busch brands volume is comprised of domestic volume and international volume and rose 5%, to 30.4 million barrels.
Equity partner brands volume, representing the company’s share of its foreign equity partners’ volume reported on a one-month lag, increased 48% for the first quarter of 2006, to 6.4 million barrels due to the strong volume performance of Grupo Modelo

16

and the inclusion of Tsingtao volume. The company began accounting for Tsingtao on an equity basis in May 2005.
Total brands volume, which combines worldwide Anheuser-Busch brand volume with equity partner brands volume was 36.8 million barrels in the first quarter, up 3.7 million barrels, or 11%.

First Quarter 2006 Financial Results
Following is a summary and discussion of key operating results for the first quarter 2006 versus 2005.
 
         
$ in millions, except per share
First Quarter
  
2006 vs. 2005
  
 
 
2006
  
 
2005
  
 
$
  
 
%
  
 
Gross Sales
 
$4,296
  
 
$4,085
  
 
Up $211
  
 
Up 5.2%
  
 
Net Sales
 
$3,756
  
 
$3,564
  
 
Up $192
  
 
Up 5.4%
  
 
Income Before Income Taxes
 
$615
  
 
$625
  
 
Dn $(10)
  
 
Dn (1.6)%
  
 
Equity Income
 
$122
  
 
$106
  
 
Up $16
  
 
Up 15.6%
  
 
Net Income
 
$499
  
 
$500
  
 
Dn $(1)
  
 
Dn (0.2)%
  
 
Diluted Earnings per Share
 
$.64
  
 
$.64
  
 
--
  
 
--
  

Anheuser-Busch reported gross sales of $4.3 billion during the first quarter 2006, an increase of $211 million, or 5%. Net sales were $3.8 billion, an increase of $192 million, or 5%. The difference between gross and net sales in 2006 reflects beer excise taxes of $540 million.
The increases in both gross and net sales were due to sales increases for domestic beer, international beer and packaging operations. Domestic beer segment net sales increased 4.5% on higher volume. International beer net sales increased 5.5% primarily due to strong sales in China. Packaging operations net sales increased 13% due to higher aluminum can volume. Entertainment segment sales declined 2.5% due primarily to the Easter holiday occurring in the second quarter this year versus in the first quarter in 2005.
Domestic beer revenue per barrel was essentially level in 2006 versus the first quarter 2005. However, revenue per barrel grew 4.3% compared to the fourth quarter of

17

2005 due to the successful implementation of price increases and discount reductions on over half the company’s domestic volume during the first quarter. Revenue per barrel is calculated as net sales generated by the company’s domestic beer operations on barrels of beer sold, determined on a U.S. GAAP basis, divided by the total volume of beer shipped from the company’s breweries to U.S. wholesalers.
Cost of sales for the first quarter 2006 was $2.4 billion, an increase of $187 million, or 8%. The increase in cost of sales is attributable to the costs associated with higher beer volume and increased costs for packaging materials and energy. Gross profit as a percentage of net sales was 35.6% for the first quarter, down 180 basis points due to increased volume being offset by increased costs.
Marketing, distribution and administrative expenses were $616 million, a decrease of $4 million, or 0.6% for the first quarter. This decrease is due to lower corporate administrative expense, primarily from reduced personnel related costs, partially offset by slightly higher overall marketing costs.
Operating income was $722 million, an increase of $9 million, or 1% for the first quarter 2006. Operating margin for the quarter decreased 80 basis points, to 19.2% due primarily to higher costs.
Interest expense less interest income was $115 million for the first quarter 2006, an increase of $2 million, or 1.5% due to slightly lower average outstanding debt offset by higher interest rates and lower interest income. Interest capitalized of $4 million in the first quarter 2006 was down $1 million due to lower qualifying capital spending.
Other income/expense, net reflects the impact of numerous items not directly related to the company’s operations. For the first quarter of 2006 and 2005, the company had other income of $4 million and $20 million, respectively. Other income for 2005 includes the $15.4 million pretax gain from the sale of the company’s equity interest in the Spanish theme park. For business segment reporting purposes, the gain is reported as a corporate item. Excluding this gain, other income was essentially level.
Income before income taxes for the first quarter 2006 was $615 million, a decrease of $10 million, or 2%, due to slightly higher profits in domestic beer, international beer and packaging operations and lower corporate costs, offset by lower entertainment results due to the timing of the Easter holiday, slightly higher net interest expense and

18

lower one-time gains. Domestic beer pretax profits improved $1 million due to higher beer sales volume mostly offset by higher packaging materials, energy and plant operating costs. International beer pretax income was up $0.3 million primarily due to profit growth in Mexico and lower marketing expense, largely offset by lower operating profits in China and the United Kingdom. Packaging segment pretax profits were up $3 million due to increased profits from can manufacturing. Entertainment segment pretax results declined $11 million due to the timing of Easter, with the holiday occurring in the second quarter in 2006 versus the first quarter of 2005.
Equity income increased $16 million in the first quarter 2006, reflecting the benefit of Grupo Modelo volume and pricing growth as well as the inclusion of Tsingtao equity earnings in 2006. The company began applying equity accounting for Tsingtao in May 2005.
Anheuser-Busch’s effective tax rate was 38.8% in the first quarter 2006 versus 36.9% in the first quarter 2005. The effective rate for 2005 was lower than typical, reflecting a deferred income tax benefit on the sale of the Spanish theme park.
Net income of $499 million in the first quarter of 2006 represented a decrease of $1.2 million, or 0.2% versus the first quarter 2005. Diluted earnings per share were $.64, unchanged from prior year. Earnings per share benefited from the company’s repurchase of 6 million shares in the first quarter under the company’s on-going share repurchase program.
As shown in the following table, excluding the one-time gain from the sale of the Spanish theme park in 2005, which the company believes provides a more meaningful comparison between years, income before income taxes, net income and diluted earnings per share increased 1%, 4% and 5%, respectively, while the effective income tax rate increased 40 basis points.

19


                               
Reconciliation of Comparative First Quarter Results
                        
                               
     
Income
                        
     
Before
    
Provision
                  
     
Income
    
for Income
    
Net
    
Earnings
    
Effective
     
Taxes
    
Taxes
    
Income
    
Per Share
    
Tax Rate
 
2006
                            
 
Reported
  
$615.4
   
($238.6
 )  
$499.2
   
$.64
   
38.8%
                               
 
2005
                            
 
As Reported
  
$644.3
   
($237.4
 )  
$512.8
   
$.653
     
 
FAS 123R Impact
  
(19.0
 )  
6.6
   
(12.4
 )  
(.016
 )    
 
Including FAS 123R
  
625.3
   
(230.8
 )  
500.4
   
.637
   
36.9%
 
Gain on Sale of Spanish Theme Park
(15.4
 )  
(3.5
 )  
(18.9
 )  
(.024
 )    
 
Excluding One-Time Gain
  
$609.9
   
($234.3
 )  
$481.5
   
$.61
   
38.4%
                               
 
Percentage Change - 2006 vs. 2005
                            
 
Including FAS 123R
  
-1.6%
          
-0.2%
    
-
    
1.9%
 
Excluding One-Time Gain
  
0.9%
          
3.7%
    
4.9%
    
0.4%

 
Liquidity and Financial Condition

Cash at March 31, 2006 was $213 million, a decrease of $13 million from the December 31, 2005 balance. See the consolidated statement of cash flows for detailed information. The primary source of the company’s cash flow is cash generated by operations. Principal uses of cash are capital expenditures, share repurchase, dividends and business investments. Cash generated by the company’s business segments is projected to exceed funding requirements for each segment’s anticipated capital spending. The net issuance of debt provides an additional source of cash as necessary for share repurchase, dividends and business investments. The nature, extent and timing of debt financing vary depending on the company’s evaluation of existing market conditions and other factors.
The company generated operating cash flow before the change in working capital of $441 million for the first quarter 2006, a decline of $204 million due to the discretionary contribution of $214 million in January 2006 to the company’s defined benefit pension

20

plans. This contribution is in addition to the company’s required pension funding for 2006. Full year pension contributions for 2006 are projected to be $270 million.
There have been only normal and recurring changes in the company’s cash commitments since December 31, 2005.
Capital expenditures during the first quarter 2006 were $159 million, compared to $277 million for the first quarter 2005. Full year 2006 capital expenditures are expected to be approximately $900 million.
At its April 2006 meeting, the Board of Directors declared a regular quarterly dividend of $.27 per share on outstanding shares of the company’s common stock, payable June 9, 2006, to shareholders of record May 9, 2006. The dividend rate for the comparable 2005 period was $.245 per share.
The company’s debt balance increased a net $155 million since December 31, 2005, compared to a net increase of $307 million during the first quarter 2005. The details of the quarterly changes in debt are outlined below.

 
Increases in debt (in millions)
        
 
Description
 
Amount
    
Interest Rate
(Fixed Unless Noted)
 
First Three Months of 2006
        
 
U.S. dollar debentures
 
$300.0
    
 
5.75%
 
Issuance discounts
 
(0.7)
 
 
  
 
N/A
 
Other, net
 
1.7
    
 
Various
 
 
$301.0
      
 
First Three Months of 2005
        
 
Commercial paper
 
$278.3
    
 
2.49% Wtd. avg., floating
 
United Kingdom brewery lease
 
52.9
    
 
6.25%
 
Other, net
 
1.2
    
 
Various
 
 
$332.4
      


21


 
Reductions of debt (in millions)
        
Description
 
Amount
    
Interest Rate
(Fixed Unless Noted)
 
First Three Months of 2006
        
 
Commercial paper
 
$136.9
    
 
4.53% Wtd. avg., floating
 
Chinese Renminbi-denominated bank loans
 
5.8
    
 
5.4% Wtd. avg.
 
Other, net
 
3.0
    
 
Various
 
 
$145.7
      
 
First Three Months of 2005
        
 
U.S. dollar notes
 
$0.4
    
 
5.35%
 
Chinese Renminbi-denominated bank loans
 
21.6
    
 
5.41% Wtd. avg.
 
Other
 
3.4
    
 
Various
 
 
$25.4
      

 
The company has $1.35 billion of debt available for issuance through existing SEC shelf registrations.
The company’s commercial paper borrowings of $966 million at March 31, 2006 were classified as long-term, since commercial paper is maintained on a long-term basis with on-going support provided by the company’s $2 billion revolving credit agreement. The quarter end commercial paper interest rate was 4.9%.

Item 3. Disclosures About Market Risks
The company’s derivatives holdings fluctuate during the year based on normal and recurring changes in purchasing and production activity. The company has experienced slightly higher derivatives use over the last few years as raw material inputs have increased in conjunction with increases in domestic beer volume. Since December 31, 2005, there have been no significant changes in the company’s interest rate, foreign currency or commodity exposures. There have been no changes in the types of derivative instruments used to hedge the company’s exposures. Underlying commodity market conditions have been trending towards higher prices.


22

Item 4. Controls and Procedures
It is the responsibility of the chief executive officer and chief financial officer to ensure the company maintains disclosure controls and procedures designed to provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is identified and communicated to senior management on a timely basis. The company’s disclosure controls and procedures include mandatory communication of material subsidiary events, automated accounting processing and reporting, management review of monthly and quarterly results, periodic subsidiary business reviews, an established system of internal controls and rotating internal control reviews by the company’s internal auditors.
The chief executive officer and chief financial officer evaluated the company’s disclosure controls and procedures as of the end of the quarter ended March 31, 2006 and have concluded that they are effective as of March 31, 2006 in providing reasonable assurance that such information is identified and communicated on a timely basis. Additionally, there were no changes in the company’s internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.



23


PART II - OTHER INFORMATION

Item 1. Legal Proceedings
In 2005, the Company was served with a complaint brought by two individuals seeking to bring a class action on behalf of all California residents who, while they were under 21 years of age, purchased alcohol beverages manufactured by the Company and another defendant during the last four years. The suit sought disgorgement of unspecified profits earned by the Company in the past and other unspecified damages and equitable relief. By order dated January 28, 2005, the California state court granted the defendants judgment on the pleadings and dismissed the case in its entirety. The plaintiffs in that action have appealed.
Additionally, the Company has been served with similar complaints in putative class action lawsuits in Michigan, Ohio, West Virginia and Wisconsin. In these suits, which name a large number of other brewers and distillers, the parents of illegal underage drinkers are suing to recover the sums that their offspring purportedly spent illegally buying alcohol from persons or entities other than the defendants. The claims asserted against the Company vary depending on the suit, but include negligence, unjust enrichment, violation of the state’s Sales Practice Act or other statutory provisions, nuisance, fraudulent concealment and civil conspiracy. The suit filed in Michigan includes a claim under the Michigan Consumer Protection Act. Each suit seeks money damages, punitive damages and injunctive and equitable relief, including so-called disgorgement of profits allegedly attributable to illegal underage drinking. The Company removed the Ohio case to federal court in the Northern District of Ohio in June 2005, removed the West Virginia case to federal court in the Northern District of West Virginia in May 2005 and removed the Michigan case to federal court in the Eastern District of Michigan in July 2005. The Company filed motions to dismiss the Ohio and Wisconsin cases, and the Ohio federal court and the Wisconsin state court dismissed the entire cases with prejudice. The plaintiffs in the Ohio case have appealed the dismissal to the federal court of appeals. Motions to dismiss are pending in Michigan and West Virginia. Similar actions were filed by the same law firm in New York and Florida, but the Company was not served in either case, and the Florida case has been voluntarily

24

dismissed by the plaintiffs. The Company believes that it has strong legal and factual defenses to these class actions and intends to defend itself vigorously.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 3, 2006, the company issued out of treasury shares a total of 4,425 shares of the Company’s common stock ($1 par value) to four members of the Board of Directors of the company in lieu of cash for all or a portion of those members’ 2006 annual retainer fee pursuant to the company’s Non-Employee Director Elective Stock Acquisition Plan. These transactions were exempt from registration and prospectus delivery requirements of the Securities Act of 1933 pursuant to Section 4(2) of the Act.

Following are the Company’s monthly common stock purchases during the first quarter 2006 (in millions, except per share):
 
 
 
Shares
    
 
Avg. Price
  
 
Shares Remaining Authorized Under Disclosed
Repurchase Programs at December 31, 2005
 
 
31.4
        
           
 
Share Repurchases
          
 
January
 
0.4
    
 
$43.27
  
 
February
 
1.5
    
 
$41.13
  
 
March
 
4.0
    
 
$42.59
  
 
Total
 
5.9
    
 
$42.27
  
 
Shares Remaining Authorized Under Disclosed
Repurchase Programs at March 31, 2006
 
 
25.5
        

All shares are repurchased under Board of Directors authorization. The Board authorized the current program to repurchase 100 million shares in March 2003. There is no prescribed termination date for this program. The numbers of shares shown include shares delivered to the company to exercise stock options.


25

Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of the Company held April 26, 2006, the following matters were voted on:

 
1.
Election of James J. Forese, Vernon R. Loucks, Jr., Vilma S. Martinez, William Porter Payne and Edward E. Whitacre, Jr. to serve as directors of the company for a term of three years.
 
 
For
  
Withheld
James J. Forese
659,018,017
  
17,406,326
Vernon R. Loucks, Jr.
656,874,140
  
19,550,202
Vilma S. Martinez
644,892,499
  
31,531,843
William Porter Payne
657,959,181
  
18,465,161
Edward E. Whitacre, Jr.
642,932,011
  
33,492,331

 
2.
Amendment of the Restated Certificate of Incorporation
 
For
 662,560,880
Against
 7,769,223
Abstain
 6,094,238
Non-Votes
0

 
3.
Approve the 2006 Restricted Plan for Non-Employee Directors
 
For
 506,974,898
Against
 56,572,453
Abstain
 8,611,114
Non-Votes
 104,265,878

 
4.
Approve the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2006
 
For
 663,555,033
Against
 7,379,251
Abstain
 5,490,059
Non-Votes
0


26


Item 5. Other Information
At the Annual Meeting of Stockholders of the Company held on April 26, 2006, the stockholders approved an amendment to Article Fifth of the Company’s Restated Certificate of Incorporation to eliminate the classified board structure. The amendment results in all directors elected at the 2007 Annual Meeting of Stockholders and thereafter being elected to one-year terms, but would not shorten the existing term of any director elected prior to the 2007 Annual Meeting of Stockholders. The Certificate of Amendment of Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Form 10-Q.
Also at the Annual Meeting of Stockholders held on April 26, 2006, the stockholders approved the 2006 Restricted Stock Plan for Non-Employee Directors which is referenced in Exhibit 10.24 to this Form 10-Q. This plan provides for the automatic award of 500 shares of restricted company stock at the time of each Annual Meeting of Stockholders for each non-employee director who is first elected or re-elected by the stockholders and for each non-employee director and each advisory director who continues in office. The awards are effective on the date of the Annual Meeting of Stockholders, beginning with the April 26, 2006 meeting. The forms of the Notice of Award and Information Memorandum issued under this plan are attached as Exhibits 10.25 and 10.26 to this Form 10-Q.




27


Item 6. Exhibits

 
Exhibit
  
 
Description
 
3.1
  
 
Certificate of Amendment
 
10.24
  
 
Anheuser-Busch Companies, Inc. 2006 Restricted Stock Plan for Non-Employee Directors (Incorporated by reference to Appendix B to the Definitive Proxy Statement for Annual Meeting of Stockholders on April 26, 2006).
 
10.25
  
 
Form of Notice of Award and Information Memorandum under Anheuser-Busch Companies, Inc. 2006 Restricted Plan for Non-Employee Directors.
 
10.26
  
 
Form of Notice of Award and Information Memorandum under Anheuser-Busch Companies, Inc. 2006 Restricted Stock Plan for Non-Employee Director who is a citizen of Mexico.
 
12
  
 
Ratio of Earnings to Fixed Charges
 
31.1
  
 
Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) under the Exchange Act
 
31.2
  
 
Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a) under the Exchange Act
 
32.1
  
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32.2
  
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

28


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


ANHEUSER-BUSCH COMPANIES, INC.
(Registrant)
 
 
/s/W. Randolph Baker
W. Randolph Baker
Vice President and Chief Financial Officer
(Chief Financial Officer)
April 28, 2006
 
 
 
/s/John F. Kelly
John F. Kelly
Vice President and Controller
(Chief Accounting Officer)
April 28, 2006



 

29
 EX-3.1 2 ex3p1.htm EXHIBIT 3.1 Exhibit 3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION

ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation (the “Corporation”), hereby certifies as follows:

1. The Board of Directors of the Corporation adopted the following resolution on December 15, 2005:

RESOLVED, That this Board of Directors directs that an amendment providing for declassification be submitted to the stockholders for their approval at the 2006 Annual Meeting of Stockholders, and this Board recommends that the stockholders approve such amendment. Such amendment shall cause Article FIFTH of the Restated Certificate of Incorporation to be amended in its entirety to read as set forth below:

FIFTH: The business and affairs of the Corporation shall be under the direction of a Board of Directors consisting of not less than three or more than twenty-one directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors.

Commencing with the 2007 annual meeting of the stockholders, directors shall be elected annually for terms of one year and shall hold office until the next succeeding annual meeting and until his or her successor shall be elected and shall qualify, but subject to prior death, resignation, retirement, disqualification or removal from office. Directors elected at the 2004 annual meeting of stockholders shall hold office until the 2007 annual meeting of stockholders; directors elected at the 2005 annual meeting of stockholders shall hold office until the 2008 annual meeting of stockholders and directors elected at the 2006 annual meeting of stockholders shall hold office until the 2009 annual meeting of stockholders, and in each case until their successor shall be elected and qualify but subject to prior death, resignation, retirement, disqualification or removal from office.

Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected or appointed to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred or preference stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of directors shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto.

 
 
 
 


2. At the annual meeting of the stockholders of the Corporation, which was called and held upon notice in accordance with Section 222 of the General Corporation Law of Delaware, a majority of the outstanding stock entitled to vote thereon was voted in favor of the amendment set forth above.

3. Accordingly, the amendment set forth above has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware.

IN WITNESS WHEREOF, JoBeth G. Brown, Vice President and Secretary of the Corporation, has signed this Certificate of Amendment on April 26, 2006.

ANHEUSER-BUSCH COMPANIES, INC.


By: /s/ JoBeth G. Brown
                                                                                  JoBeth G. Brown
                                                                                  Vice President and Secretary

 
 
 
 
 
2
 
 EX-10.25 3 ex10p25.htm EXHIBIT 10.25 Exhibit 10.25


Exhibit 10.25


April 26, 2006





Re:         Notice of Award under Anheuser-Busch Companies, Inc.
2006 Restricted Stock Plan for Non-Employee Directors
 
Dear [Name of Director]:
 
Under the terms of the Company’s 2006 Restricted Stock Plan for Non-Employee Directors, you have been awarded the following shares of Restricted Stock:

 
Restricted Stock Awarded
500 shares
Award Date
April 26, 2006
Vesting Schedule (dates when Restricted Stock becomes non-forfeitable and freely transferable)
167 on date of 2007 Annual Meeting
167 on date of 2008 Annual Meeting
166 on date of 2009 Annual Meeting
 

These shares of Restricted Stock are subject to the terms and conditions provided in the Plan. A copy of the Plan and an Information Memorandum are enclosed. Please read these documents carefully.
 
By signing and returning this Award Letter to me, you acknowledge and agree (i) to be bound by all of the terms, provisions and limitations of the Plan, (ii) that you appoint Mellon Investor Services, LLC as agent for the purpose of receiving the Restricted Stock awarded to you, (iii) that you direct Mellon to hold the Restricted Stock in book entry form under the terms and conditions of the Plan, (iv) that the transfer of the Restricted Stock to Mellon constitutes the legal equivalent of delivery to you, and (v) that Mellon shall be empowered to take any action necessary to retransfer to the Company any shares of forfeited Restricted Stock pursuant to the terms of the Plan.
 
My office will keep track of the Restricted Stock awarded to you under the Plan. As soon as practicable after the lapse of restrictions set forth in the Plan (and subject to applicable tax withholding, if any), we will send the certificates for the unrestricted shares to you.
 

 

 

If you need information about the shares of Restricted Stock, or if you need additional copies of the Plan, the Information Memorandum, or other documents, please contact my office at (314) 577-3314.
 
Very truly yours,
 







Acknowledged and Agreed:


_______________________________


Date:______________________________





Enclosures
 
 
 
 

INFORMATION MEMORANDUM                                                    April 26, 2006

         ANHEUSER-BUSCH COMPANIES



2006 Restricted Stock Plan for Non-Employee Directors

 


TABLE OF CONTENTS

 
Definitions of Terms
2
The Plan
2
General Information
2
Administration
3
Numerical Award Limits
3
Terms of Restricted Stock and Restricted Stock Units
3
Vesting of Awards
4
Effect if You Cease to be a Non-Employee Director - Forfeiture
5
Federal Income Tax Consequences
5
General
 5
Parachute Payments
 6
 Reporting Requirements and Restrictions on Sales and Purchases 6
 Additional Restrictions on Sales 7
 
 
 

We are providing this Information Memorandum, including any appendices, to all Non-Employee Directors who receive Awards under the Plan. This Information Memorandum helps explain what the Awards are, how they work, and what limitations and restrictions are imposed on them. The information in this Information Memorandum is only a summary, and not a complete recitation, of those provisions of the Plan which are important to you as a recipient of Awards. You should read the entire Plan to understand all of its provisions. If any of the descriptions in this Information Memorandum are inconsistent with the Plan, the provisions of the Plan are legally controlling.
 
Capitalized terms used in this Information Memorandum have special meanings which are important to your understanding of this document. Most definitions (or appropriate cross-references) are collected in the section captioned “Definitions of Terms” beginning at page 2.
 
The delivery of this Information Memorandum does not imply that the information contained in it is correct as of any time later than the date above.
 

 



DEFINITIONS OF TERMS

 
The following terms are important to understanding this Information Memorandum:
 
Acceleration Date. An Acceleration Date occurs when any of the following happens: (i) ownership by persons or groups of more than 30% of the Company’s then outstanding voting securities; (ii) certain substantial changes in the composition of the Company’s Board of Directors; and (iii) stockholder approval of certain plans of merger, consolidation, liquidation, or dissolution, or of the sale or disposition of substantially all of the Company’s assets.
 
Annual Meeting. Annual Meeting of Stockholders of the Company.
 
Annual Awards. This term is defined below in “The Plan - General Information.”
 
Awards. Shares of Restricted Stock or Restricted Stock Units.
 
Board. The Company’s Board of Directors.
 
Board Appointment Award. This term is defined below in “The Plan - General Information.”
 
Code. The U.S. Internal Revenue Code of 1986 as in effect from time to time.
 
Committee. The committee of directors of the Company which administers the Plan. See “The Plan—Administration” below beginning at page 3.
 
Company. Anheuser-Busch Companies, Inc.
 
Disability/Disabled. A “Disability” is the condition of being “Disabled” within the meaning of Section 422(c)(6) of the Code.
 
Exchange Act. The Securities Exchange Act of 1934 as in effect from time to time.
 
Fair Market Value. In general, the average of the highest and lowest selling prices per share of Stock reported on the New York Stock Exchange Composite Tape for any date.
 
IRS. Internal Revenue Service.
 
Non-Employee Director. An active or advisory director of the Company who is not an employee of the Company or its subsidiaries.
 
Plan. The Company’s 2006 Restricted Stock Plan for Non-Employee Directors.
 
Restricted Stock. Stock issued to a Non-Employee Director which is nontransferable and is subject to forfeiture upon the failure of the shares to Vest under the terms of the Plan.
 
Restricted Stock Unit. The right to receive a lump sum cash payment in an amount equal to the Fair Market Value of one share of Stock upon Vesting. The right is nontransferable and is subject to forfeiture upon the failure of the Units to Vest as set forth under the Plan.
 
SEC. Securities and Exchange Commission.
 
Securities Act. The Securities Act of 1933 as in effect from time to time.
 
Stock. Shares of the Company’s common stock, par value $1.00 per share.
 
Vest. Awards Vest when they become non-forfeitable and freely transferable.
 
THE PLAN
 
General Information
 
The Plan provides for the automatic, annual award of 500 shares of Restricted Stock on the date of the Annual Meeting to each Non-Employee Director then in office who is first elected or is re-elected by the stockholders of the Company at, or who continues in office after, any Annual Meeting. Also, the Board may make a discretionary award (not to exceed 500 Shares of Restricted Stock) to any person who first becomes a Non-Employee Director by Board appointment between Annual Meetings or who is first appointed an advisory director by the Board, effective on the date of appointment. Non-Employee Directors who are not employees of the Company or its subsidiaries, are the only individuals who are eligible to receive Awards.
 
Restricted Stock will not be awarded to a Non-Employee Director who, on the effective date of an Award, is not a stockholder and is not permitted
 

2

to be a stockholder in accordance with the Company’s Bylaws. Instead (and only in such circumstances), 500 Restricted Stock Units will be automatically awarded to such directors who are first elected and subsequently reelected at an Annual Meeting and up to 500 Restricted Stock Units may be awarded to such directors who first are appointed as directors by the Board between Annual Meetings and to persons who are first appointed by the Board as advisory directors.
 
Awards made automatically at Annual Meetings are referred to as “Annual Awards.” Awards made at the discretion of the Board to persons appointed by the Board as Non-Employee Directors (including advisory directors) between Annual Meetings are referred to as “Board Appointment Awards.”
 
The purpose of the Plan is to attract and retain highly-qualified individuals who are not current employees of the Company or any of its subsidiaries to serve on the Company’s Board of Directors or as advisory directors. The award of Restricted Stock (or Restricted Stock Units if required as discussed herein), is intended to align the financial interests of the Non-Employee Directors with those of the Company’s stockholders.
 
The Plan has no expiration date. The Board has reserved the right to amend or terminate the Plan at any time; however, your outstanding Awards cannot be amended unilaterally by the Board. Certain substantive changes to the Plan, such as increasing the number of shares of Stock subject to Awards, or changing the numerical award limits, for example, would require the approval of the Company’s stockholders under the rules of the New York Stock Exchange.
 
The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (commonly known as ERISA), and is not a qualified pension, profit-sharing, or stock bonus plan under Section 401(a) of the Code.
 
Administration
 
The Plan is administered by the Compensation Committee of the Board. The members of the Compensation Committee are selected by the Board. The Compensation Committee members have no formal term of office, and the Board may remove members and fill vacancies on that committee. The current members of the Compensation Committee are: Vernon R. Loucks (Chairman), James J. Forese, Vilma S. Martinez, and William Porter Payne. The membership of the Compensation Committee is reported each year in the Company’s proxy statement.
 
The Company’s Corporate Secretary will maintain records showing the number of outstanding shares of Restricted Stock and Restricted Stock Units awarded to each Non-Employee Director along with the award dates, vesting status with respect to each Annual Award and Board Appointment Award and any other data the Corporate Secretary deems significant. Any questions about the Plan, the Awards or requests for additional copies of the Plan or this Information Memorandum should be directed to JoBeth G. Brown, Vice President and Secretary, Anheuser-Busch Companies, Inc., One Busch Place, St. Louis, Missouri 63118 (314-577-3314).
 
Numerical Award Limits
 
At present 100,000 shares of Stock are reserved and set aside in the Company’s treasury for issuance pursuant to Awards of Restricted Stock under the Plan. The overall limit, as well as the 500 Restricted Stock/Restricted Stock Unit per person Annual Award rate are subject to adjustment to reflect stock splits, stock dividends or similar events.
 
Terms of Restricted Stock and Restricted Stock Units
 
Restricted Stock and Restricted Stock Units are governed by the Plan. When you accept Restricted Stock (or Restricted Stock Units if applicable) you accept them subject to the terms and conditions set out in the Plan.
 
Restricted Stock
 
As a recipient of Restricted Stock, you will be subject to the following rights and restrictions:
 
 
·
You will be a stockholder of record with respect to all Restricted Stock awarded to you under the Plan.
 
 
°
You will have the right to vote such Stock at any meeting of the stockholders of the Company.
 

3

 
°
You will have the right to receive all dividends declared and paid with respect to such Stock.
 
 
·
You may not sell, transfer, assign, pledge or otherwise alienate or hypothecate any Restricted Stock unless and until the Restricted Stock Vests. See “Vesting of Awards” below. After the Restricted Stock Vests (i.e. the restrictions lapse) you will own the Stock without risk of forfeiture and the transfer will be restricted only to the extent required by the federal securities laws. See “Reporting Requirements and Restrictions on Sales and Purchases” on page 6 and “Additional Restrictions on Sales” on page 7.
 
 
The Company will deliver to you a Notice of Award with respect to each Award made to you. Each Notice of Award will set forth the number of shares of Restricted Stock or Restricted Stock Units (if applicable) awarded and the Vesting dates. The Notice of Award will indicate that the Restricted Stock is awarded to you in “book entry” form so you will not receive a certificate representing the Restricted Stock awarded to you.
 
 
·
By signing the Notice of Award:
 
 
°
you appoint Mellon Investor Services, LLC as your agent for:
 
→ receiving the Restricted Stock Awarded to you; and
 
→ holding the Restricted Stock in book entry form.
 
 
°
you acknowledge and agree that transfer of the Restricted Stock to Mellon Investor Services, LLC constitutes the legal equivalent of delivery to you; and
 
 
°
You empower Mellon Investor Services, LLC to take any action to retransfer any Restricted Stock that is forfeited under the terms of the Plan. See “Effect if You Cease to be a Non-Employee Director - Forfeiture” on page 5.
 
Restricted Stock Units
 
If you are awarded Restricted Stock Units in lieu of Restricted Stock (for the reasons described elsewhere in this Information Memorandum), you will not be a stockholder of the Company with respect to the Restricted Stock Units awarded to you.
 
 
·
Accordingly, you will not have the right to vote or receive dividends on the Restricted Stock Units awarded to you.
 
 
·
You will have the right to receive payment in lieu of a dividend in an amount equal to the dividend on one share of Stock for each Restricted Stock Unit at such times as dividends are paid on Stock.
 
 
·
You may not sell, transfer, assign, pledge or otherwise alienate or hypothecate any Restricted Stock Units.
 
See “Vesting of Awards” below.
 
Vesting of Awards
 
Restricted Stock
 
 
·
When shares of Restricted Stock “Vest,” the restrictions lapse - i.e., they become non-forfeitable and freely transferable Stock, subject only to restrictions under federal securities laws.
 
 
·
The restrictions on Restricted Stock awarded at an Annual Meeting lapse in three equal installments on the dates of the first three Annual Meetings following the Annual Meeting at which the Restricted Stock was awarded.
 
 
·
The restrictions on Restricted Stock awarded as Board Appointment Awards lapse in three equal installments on the first three anniversaries of the date of the Award.
 
Restricted Stock Units
 
 
·
When Restricted Stock Units Vest, they entitle you to receive a lump sum cash payment in an amount equal to the Fair Market Value of a like number of shares of Stock on the date they Vest.
 

4

 
·
Restricted Stock Units awarded at an Annual Meeting Vest in three equal installments on the dates of the first three Annual Meetings following the Annual Meeting at which the Restricted Stock Units were awarded.
 
 
·
The restrictions on Restricted Stock Units awarded as Board Appointment Awards lapse in three equal installments on the first three anniversaries of the date of the Award.
 
In order for the shares of Restricted Stock or Restricted Stock Units awarded to you to Vest incrementally as set forth above, you must remain an active or advisory director:
 
 
·
Immediately following the Annual Meeting in the year in which the portion of the Award eligible for Vesting occurs with respect to Annual Awards; and
 
 
·
On each anniversary of the date of the Award in the year in which the portion of the Award eligible for Vesting occurs, with respect to Board Appointment Awards.
 
However, Vesting of the Restricted Stock or Restricted Stock Units may be accelerated in the following circumstances:
 
 
·
In the event of your death or Disability while serving as an active or advisory director.
 
 
·
The occurrence of an Acceleration Date.
 
Effect if You Cease to Be a Non-Employee Director - Forfeiture
 
 
·
If you cease to be an active or advisory director prior to any Award becoming fully Vested, you will forfeit all such shares of Restricted Stock and Restricted Stock Units which are not then Vested.
 
°     The forfeited Stock automatically reverts to the Company as of the date of forfeiture.
 
°     You will no longer have any rights as a stockholder with respect to the forfeited Stock.
 
 
§
You will have no right to vote the forfeited Stock.
 
 
§
You will have no right to receive dividends on the Restricted Stock or payment in lieu of dividends on Restricted Stock Units.

 
FEDERAL INCOME TAX CONSEQUENCES
 
General

The following is merely a summary of some of the principal tax factors applicable to Restricted Shares and Restricted Stock Units. All discussions of federal income tax consequences contained in this summary are based on the law in effect at the time of its preparation. Such laws may be changed before the taxable events described in this summary actually occur. Because of the complexity, possibility of change and importance of the federal income tax laws applicable to the respective benefits offered, and because different circumstances potentially could cause different tax results, you should consult your own tax advisors to ascertain the income tax consequences to you of Restricted Shares and Restricted Stock Units. If you are not a citizen of the United States (or a resident alien), a review with your tax advisors is particularly necessary.  The Company (and its subsidiaries and affiliates) cannot guarantee that any particular tax treatment will apply or be available to you.
 
Restricted Stock. You generally will not recognize income for federal income tax purposes at the time Restricted Stock is awarded to you. An amount equal to the fair market value of Restricted Stock at the time the restrictions lapse generally is includible in your gross income as ordinary income for each year in which the restrictions lapse. Gain or loss realized upon disposition of Restricted Stock after the restrictions lapse will be taxed as capital gain or loss. Your basis in the shares of
 

5

Stock will equal the amount includible in your gross income when the restrictions lapse.
 
You may elect to include in your gross income the fair market value of the Restricted Stock on the date of the Award, provided such an election is made within thirty (30) days of that date by filing a written election statement with the IRS and submitting a copy of the election statement to the Company. This election is called a “Section 83(b) Election.”
 
If you receive dividends prior to the time restrictions lapse on Restricted Stock for which you have not made a Section 83(b) Election, the dividends received will be taxable to you as ordinary income, rather than as dividend income.
 
The Company will be entitled to a federal income tax deduction equal to the amount of ordinary income you recognize with respect to Restricted Stock.
 
Restricted Stock Units. You will not recognize income for federal income tax purposes at the time Restricted Stock Units are awarded to you. An amount equal to the amount of cash received at the time you receive payment, whether upon vesting or as a dividend equivalent, will be ordinary income to you. The Company will be entitled to a federal income tax deduction equal to the amount of income you recognize with respect to Restricted Stock Units.
 
Parachute Payments
 
Payments of compensation to certain shareholders or highly compensated individuals which are contingent on a change of ownership or effective control of a corporation (a “Change In Control”) constitute “parachute payments” within the meaning of Section 280G of the Code in their entirety if they exceed 300% of the individual’s base amount, which is the individual’s average annual compensation during a prescribed period, subject to certain exceptions not here relevant. The result of classification of payments as parachute payments is (i) to subject the recipient to a nondeductible excise tax equal to 20% of the excess of the amount treated as parachute payments over 100% of the base amount and (ii) to render such excess parachute payments nondeductible by the Company.
 
An event causing an Acceleration Date will cause the acceleration of the lapse of restrictions on Restricted Stock and of the time of payment with respect to Restricted Stock Units. Many of the events causing an Acceleration Date to occur would constitute a Change In Control for purposes of the parachute payment provisions. Acceleration upon a Change In Control will constitute a “payment” contingent on a Change In Control, triggering the 20% excise tax and making the payment non-deductible for the Company to the extent the payment is an excess payment.
 
A fraction (as determined under IRS regulations) of the value of the Restricted Stock or Restricted Stock Units which Vests upon a Change In Control would be treated as contingent on the Change In Control. Restricted Stock or Restricted Stock Units on which the restrictions have already lapsed on the date of a Change In Control do not come within the parachute payment provisions.
 
REPORTING REQUIREMENTS AND
RESTRICTIONS ON SALES AND PURCHASES
 
General
 
The Exchange Act requires all directors of the Company to file reports with the SEC of any changes in their beneficial ownership of Stock, including acquisition of Restricted Stock and Restricted Stock Units under this Plan. Under the Exchange Act, you generally are liable to the Company for so-called “short-swing” profits resulting from any purchase and sale, or sale and purchase, of Stock within any period of less than six months. If certain requirements are met, an SEC rule provides an exemption from short-swing profit liability for many actions involving Awards as discussed below.
 
Restricted Stock
 
SEC rules currently provide that Awards of Restricted Stock are treated as exempt
 

 

6

acquisitions. The lapsing of restrictions is a non-event. Forfeitures are treated as exempt dispositions. A sale of Stock after the restrictions lapse, however, would not be exempt from the short-swing profit liability provisions of the Exchange Act and therefore could be matched against any non-exempt purchase occurring six months before or after the sale.
 
Restricted Stock Units
 
The Award of Restricted Stock Units is an exempt acquisition and the lapsing of restrictions or the Vesting of the units is also exempt from the short-swing profit liability provisions of the Exchange Act. The forfeiture of Restricted Stock Units is an exempt disposition.
 
ADDITIONAL RESTRICTIONS ON SALES

The Securities Act imposes certain restrictions on the sale of any securities of the Company acquired by persons who are “affiliates” of the Company. Generally, directors are considered affiliates of the Company. Thus, you will have to register with the SEC any Stock acquired under this Plan which you intend to sell after the restrictions have lapsed, unless an exemption from registration is applicable. Ordinarily, an exemption will be available upon fulfillment of the conditions of Rule 144 under the Securities Act which include filing a Form 144 with the SEC prior to the sale.
 
Certain other legal restrictions on the sale of Stock are imposed on you under the Exchange Act. See “Reporting Requirements and Restrictions on Sales and Purchases” on page 6.
 

 
7



 
 

 
 EX-10.26 4 ex10p26.htm EXHIBIT 10.26 Exhibit 10.26
 

Exhibit 10.26

April 26, 2006




Re:         Notice of Award under Anheuser-Busch Companies, Inc.
2006 Restricted Stock Plan for Non-Employee Directors
 
Dear [Name of Director]:
 
Under the terms of the Company’s 2006 Restricted Stock Plan for Non-Employee Directors, you have been awarded the following shares of Restricted Stock:

 
Restricted Stock Awarded
500 shares
Award Date
April 26, 2006
Vesting Schedule (dates when Restricted Stock becomes non-forfeitable and freely transferable)
167 on date of 2007 Annual Meeting
167 on date of 2008 Annual Meeting
166 on date of 2009 Annual Meeting
 

These shares of Restricted Stock are subject to the terms and conditions provided in the Plan. A copy of the Plan and an Information Memorandum are enclosed. Please read these documents carefully. The Mexican tax treatment of these awards may be different from that indicated in the Information Memorandum and you may want to consult your tax advisors. Because you are a citizen of Mexico, the U.S. tax rules require tax withholding on dividends and stock awards in accordance with the U.S. - Mexico Income Tax Treaty (currently 30%). Restricted Stock generally will be taxable in the U.S. in the amount of the fair market value of the shares on the date when the restrictions lapse. In order to meet the withholding requirements for Restricted Stock awards, shares of Restricted Stock will be withheld at the applicable rate.
 
By signing and returning this Award Letter to me, you acknowledge and agree (i) to be bound by all of the terms, provisions and limitations of the Plan, (ii) that you appoint Mellon Investor Services, LLC as agent for the purpose of receiving the Restricted Stock awarded to you, (iii) that you direct Mellon to hold the Restricted Stock in book entry form under the terms and conditions of the Plan, (iv) that the transfer of the Restricted Stock to Mellon constitutes the legal equivalent of delivery to you, and (v) that Mellon shall be empowered to take any action necessary to retransfer to the Company any shares of forfeited Restricted Stock pursuant to the terms of the Plan.
 
 
 
My office will keep track of the Restricted Stock awarded to you under the Plan. As soon as practicable after the lapse of restrictions set forth in the Plan (and subject to applicable tax withholding, if any), we will send the certificates for the unrestricted shares to you.
 
If you need information about the shares of Restricted Stock, or if you need additional copies of the Plan, the Information Memorandum, or other documents, please contact my office at (314) 577-3314.
 
Very truly yours,
 







Acknowledged and Agreed:


____________________________


Date: ___________________________





Enclosures
 
 
 

 
INFORMATION MEMORANDUM                                                    April 26, 2006

         ANHEUSER-BUSCH COMPANIES



2006 Restricted Stock Plan for Non-Employee Directors

 


TABLE OF CONTENTS

 
Definitions of Terms
2
The Plan
2
General Information
2
Administration
3
Numerical Award Limits
3
Terms of Restricted Stock and Restricted Stock Units
3
Vesting of Awards
4
Effect if You Cease to be a Non-Employee Director - Forfeiture
5
Federal Income Tax Consequences
5
General
 5
Parachute Payments
 6
 Reporting Requirements and Restrictions on Sales and Purchases 6
 Additional Restrictions on Sales 7
 
 
 

We are providing this Information Memorandum, including any appendices, to all Non-Employee Directors who receive Awards under the Plan. This Information Memorandum helps explain what the Awards are, how they work, and what limitations and restrictions are imposed on them. The information in this Information Memorandum is only a summary, and not a complete recitation, of those provisions of the Plan which are important to you as a recipient of Awards. You should read the entire Plan to understand all of its provisions. If any of the descriptions in this Information Memorandum are inconsistent with the Plan, the provisions of the Plan are legally controlling.
 
Capitalized terms used in this Information Memorandum have special meanings which are important to your understanding of this document. Most definitions (or appropriate cross-references) are collected in the section captioned “Definitions of Terms” beginning at page 2.
 
The delivery of this Information Memorandum does not imply that the information contained in it is correct as of any time later than the date above.
 

 



DEFINITIONS OF TERMS

 
The following terms are important to understanding this Information Memorandum:
 
Acceleration Date. An Acceleration Date occurs when any of the following happens: (i) ownership by persons or groups of more than 30% of the Company’s then outstanding voting securities; (ii) certain substantial changes in the composition of the Company’s Board of Directors; and (iii) stockholder approval of certain plans of merger, consolidation, liquidation, or dissolution, or of the sale or disposition of substantially all of the Company’s assets.
 
Annual Meeting. Annual Meeting of Stockholders of the Company.
 
Annual Awards. This term is defined below in “The Plan - General Information.”
 
Awards. Shares of Restricted Stock or Restricted Stock Units.
 
Board. The Company’s Board of Directors.
 
Board Appointment Award. This term is defined below in “The Plan - General Information.”
 
Code. The U.S. Internal Revenue Code of 1986 as in effect from time to time.
 
Committee. The committee of directors of the Company which administers the Plan. See “The Plan—Administration” below beginning at page 3.
 
Company. Anheuser-Busch Companies, Inc.
 
Disability/Disabled. A “Disability” is the condition of being “Disabled” within the meaning of Section 422(c)(6) of the Code.
 
Exchange Act. The Securities Exchange Act of 1934 as in effect from time to time.
 
Fair Market Value. In general, the average of the highest and lowest selling prices per share of Stock reported on the New York Stock Exchange Composite Tape for any date.
 
IRS. Internal Revenue Service.
 
Non-Employee Director. An active or advisory director of the Company who is not an employee of the Company or its subsidiaries.
 
Plan. The Company’s 2006 Restricted Stock Plan for Non-Employee Directors.
 
Restricted Stock. Stock issued to a Non-Employee Director which is nontransferable and is subject to forfeiture upon the failure of the shares to Vest under the terms of the Plan.
 
Restricted Stock Unit. The right to receive a lump sum cash payment in an amount equal to the Fair Market Value of one share of Stock upon Vesting. The right is nontransferable and is subject to forfeiture upon the failure of the Units to Vest as set forth under the Plan.
 
SEC. Securities and Exchange Commission.
 
Securities Act. The Securities Act of 1933 as in effect from time to time.
 
Stock. Shares of the Company’s common stock, par value $1.00 per share.
 
Vest. Awards Vest when they become non-forfeitable and freely transferable.
 
THE PLAN
 
General Information
 
The Plan provides for the automatic, annual award of 500 shares of Restricted Stock on the date of the Annual Meeting to each Non-Employee Director then in office who is first elected or is re-elected by the stockholders of the Company at, or who continues in office after, any Annual Meeting. Also, the Board may make a discretionary award (not to exceed 500 Shares of Restricted Stock) to any person who first becomes a Non-Employee Director by Board appointment between Annual Meetings or who is first appointed an advisory director by the Board, effective on the date of appointment. Non-Employee Directors who are not employees of the Company or its subsidiaries, are the only individuals who are eligible to receive Awards.
 
Restricted Stock will not be awarded to a Non-Employee Director who, on the effective date of an Award, is not a stockholder and is not permitted
 

2

to be a stockholder in accordance with the Company’s Bylaws. Instead (and only in such circumstances), 500 Restricted Stock Units will be automatically awarded to such directors who are first elected and subsequently reelected at an Annual Meeting and up to 500 Restricted Stock Units may be awarded to such directors who first are appointed as directors by the Board between Annual Meetings and to persons who are first appointed by the Board as advisory directors.
 
Awards made automatically at Annual Meetings are referred to as “Annual Awards.” Awards made at the discretion of the Board to persons appointed by the Board as Non-Employee Directors (including advisory directors) between Annual Meetings are referred to as “Board Appointment Awards.”
 
The purpose of the Plan is to attract and retain highly-qualified individuals who are not current employees of the Company or any of its subsidiaries to serve on the Company’s Board of Directors or as advisory directors. The award of Restricted Stock (or Restricted Stock Units if required as discussed herein), is intended to align the financial interests of the Non-Employee Directors with those of the Company’s stockholders.
 
The Plan has no expiration date. The Board has reserved the right to amend or terminate the Plan at any time; however, your outstanding Awards cannot be amended unilaterally by the Board. Certain substantive changes to the Plan, such as increasing the number of shares of Stock subject to Awards, or changing the numerical award limits, for example, would require the approval of the Company’s stockholders under the rules of the New York Stock Exchange.
 
The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974 (commonly known as ERISA), and is not a qualified pension, profit-sharing, or stock bonus plan under Section 401(a) of the Code.
 
Administration
 
The Plan is administered by the Compensation Committee of the Board. The members of the Compensation Committee are selected by the Board. The Compensation Committee members have no formal term of office, and the Board may remove members and fill vacancies on that committee. The current members of the Compensation Committee are: Vernon R. Loucks (Chairman), James J. Forese, Vilma S. Martinez, and William Porter Payne. The membership of the Compensation Committee is reported each year in the Company’s proxy statement.
 
The Company’s Corporate Secretary will maintain records showing the number of outstanding shares of Restricted Stock and Restricted Stock Units awarded to each Non-Employee Director along with the award dates, vesting status with respect to each Annual Award and Board Appointment Award and any other data the Corporate Secretary deems significant. Any questions about the Plan, the Awards or requests for additional copies of the Plan or this Information Memorandum should be directed to JoBeth G. Brown, Vice President and Secretary, Anheuser-Busch Companies, Inc., One Busch Place, St. Louis, Missouri 63118 (314-577-3314).
 
Numerical Award Limits
 
At present 100,000 shares of Stock are reserved and set aside in the Company’s treasury for issuance pursuant to Awards of Restricted Stock under the Plan. The overall limit, as well as the 500 Restricted Stock/Restricted Stock Unit per person Annual Award rate are subject to adjustment to reflect stock splits, stock dividends or similar events.
 
Terms of Restricted Stock and Restricted Stock Units
 
Restricted Stock and Restricted Stock Units are governed by the Plan. When you accept Restricted Stock (or Restricted Stock Units if applicable) you accept them subject to the terms and conditions set out in the Plan.
 
Restricted Stock
 
As a recipient of Restricted Stock, you will be subject to the following rights and restrictions:
 
 
·
You will be a stockholder of record with respect to all Restricted Stock awarded to you under the Plan.
 
 
°
You will have the right to vote such Stock at any meeting of the stockholders of the Company.
 

3

 
°
You will have the right to receive all dividends declared and paid with respect to such Stock.
 
 
·
You may not sell, transfer, assign, pledge or otherwise alienate or hypothecate any Restricted Stock unless and until the Restricted Stock Vests. See “Vesting of Awards” below. After the Restricted Stock Vests (i.e. the restrictions lapse) you will own the Stock without risk of forfeiture and the transfer will be restricted only to the extent required by the federal securities laws. See “Reporting Requirements and Restrictions on Sales and Purchases” on page 6 and “Additional Restrictions on Sales” on page 7.
 
 
The Company will deliver to you a Notice of Award with respect to each Award made to you. Each Notice of Award will set forth the number of shares of Restricted Stock or Restricted Stock Units (if applicable) awarded and the Vesting dates. The Notice of Award will indicate that the Restricted Stock is awarded to you in “book entry” form so you will not receive a certificate representing the Restricted Stock awarded to you.
 
 
·
By signing the Notice of Award:
 
 
°
you appoint Mellon Investor Services, LLC as your agent for:
 
→ receiving the Restricted Stock Awarded to you; and
 
→ holding the Restricted Stock in book entry form.
 
 
°
you acknowledge and agree that transfer of the Restricted Stock to Mellon Investor Services, LLC constitutes the legal equivalent of delivery to you; and
 
 
°
You empower Mellon Investor Services, LLC to take any action to retransfer any Restricted Stock that is forfeited under the terms of the Plan. See “Effect if You Cease to be a Non-Employee Director - Forfeiture” on page 5.
 
Restricted Stock Units
 
If you are awarded Restricted Stock Units in lieu of Restricted Stock (for the reasons described elsewhere in this Information Memorandum), you will not be a stockholder of the Company with respect to the Restricted Stock Units awarded to you.
 
 
·
Accordingly, you will not have the right to vote or receive dividends on the Restricted Stock Units awarded to you.
 
 
·
You will have the right to receive payment in lieu of a dividend in an amount equal to the dividend on one share of Stock for each Restricted Stock Unit at such times as dividends are paid on Stock.
 
 
·
You may not sell, transfer, assign, pledge or otherwise alienate or hypothecate any Restricted Stock Units.
 
See “Vesting of Awards” below.
 
Vesting of Awards
 
Restricted Stock
 
 
·
When shares of Restricted Stock “Vest,” the restrictions lapse - i.e., they become non-forfeitable and freely transferable Stock, subject only to restrictions under federal securities laws.
 
 
·
The restrictions on Restricted Stock awarded at an Annual Meeting lapse in three equal installments on the dates of the first three Annual Meetings following the Annual Meeting at which the Restricted Stock was awarded.
 
 
·
The restrictions on Restricted Stock awarded as Board Appointment Awards lapse in three equal installments on the first three anniversaries of the date of the Award.
 
Restricted Stock Units
 
 
·
When Restricted Stock Units Vest, they entitle you to receive a lump sum cash payment in an amount equal to the Fair Market Value of a like number of shares of Stock on the date they Vest.
 

4

 
·
Restricted Stock Units awarded at an Annual Meeting Vest in three equal installments on the dates of the first three Annual Meetings following the Annual Meeting at which the Restricted Stock Units were awarded.
 
 
·
The restrictions on Restricted Stock Units awarded as Board Appointment Awards lapse in three equal installments on the first three anniversaries of the date of the Award.
 
In order for the shares of Restricted Stock or Restricted Stock Units awarded to you to Vest incrementally as set forth above, you must remain an active or advisory director:
 
 
·
Immediately following the Annual Meeting in the year in which the portion of the Award eligible for Vesting occurs with respect to Annual Awards; and
 
 
·
On each anniversary of the date of the Award in the year in which the portion of the Award eligible for Vesting occurs, with respect to Board Appointment Awards.
 
However, Vesting of the Restricted Stock or Restricted Stock Units may be accelerated in the following circumstances:
 
 
·
In the event of your death or Disability while serving as an active or advisory director.
 
 
·
The occurrence of an Acceleration Date.
 
Effect if You Cease to Be a Non-Employee Director - Forfeiture
 
 
·
If you cease to be an active or advisory director prior to any Award becoming fully Vested, you will forfeit all such shares of Restricted Stock and Restricted Stock Units which are not then Vested.
 
°     The forfeited Stock automatically reverts to the Company as of the date of forfeiture.
 
°     You will no longer have any rights as a stockholder with respect to the forfeited Stock.
 
 
§
You will have no right to vote the forfeited Stock.
 
 
§
You will have no right to receive dividends on the Restricted Stock or payment in lieu of dividends on Restricted Stock Units.

 
FEDERAL INCOME TAX CONSEQUENCES
 
General

The following is merely a summary of some of the principal tax factors applicable to Restricted Shares and Restricted Stock Units. All discussions of federal income tax consequences contained in this summary are based on the law in effect at the time of its preparation. Such laws may be changed before the taxable events described in this summary actually occur. Because of the complexity, possibility of change and importance of the federal income tax laws applicable to the respective benefits offered, and because different circumstances potentially could cause different tax results, you should consult your own tax advisors to ascertain the income tax consequences to you of Restricted Shares and Restricted Stock Units. If you are not a citizen of the United States (or a resident alien), a review with your tax advisors is particularly necessary.  The Company (and its subsidiaries and affiliates) cannot guarantee that any particular tax treatment will apply or be available to you.
 
Restricted Stock. You generally will not recognize income for federal income tax purposes at the time Restricted Stock is awarded to you. An amount equal to the fair market value of Restricted Stock at the time the restrictions lapse generally is includible in your gross income as ordinary income for each year in which the restrictions lapse. Gain or loss realized upon disposition of Restricted Stock after the restrictions lapse will be taxed as capital gain or loss. Your basis in the shares of
 

5

Stock will equal the amount includible in your gross income when the restrictions lapse.
 
You may elect to include in your gross income the fair market value of the Restricted Stock on the date of the Award, provided such an election is made within thirty (30) days of that date by filing a written election statement with the IRS and submitting a copy of the election statement to the Company. This election is called a “Section 83(b) Election.”
 
If you receive dividends prior to the time restrictions lapse on Restricted Stock for which you have not made a Section 83(b) Election, the dividends received will be taxable to you as ordinary income, rather than as dividend income.
 
The Company will be entitled to a federal income tax deduction equal to the amount of ordinary income you recognize with respect to Restricted Stock.
 
Restricted Stock Units. You will not recognize income for federal income tax purposes at the time Restricted Stock Units are awarded to you. An amount equal to the amount of cash received at the time you receive payment, whether upon vesting or as a dividend equivalent, will be ordinary income to you. The Company will be entitled to a federal income tax deduction equal to the amount of income you recognize with respect to Restricted Stock Units.
 
Parachute Payments
 
Payments of compensation to certain shareholders or highly compensated individuals which are contingent on a change of ownership or effective control of a corporation (a “Change In Control”) constitute “parachute payments” within the meaning of Section 280G of the Code in their entirety if they exceed 300% of the individual’s base amount, which is the individual’s average annual compensation during a prescribed period, subject to certain exceptions not here relevant. The result of classification of payments as parachute payments is (i) to subject the recipient to a nondeductible excise tax equal to 20% of the excess of the amount treated as parachute payments over 100% of the base amount and (ii) to render such excess parachute payments nondeductible by the Company.
 
An event causing an Acceleration Date will cause the acceleration of the lapse of restrictions on Restricted Stock and of the time of payment with respect to Restricted Stock Units. Many of the events causing an Acceleration Date to occur would constitute a Change In Control for purposes of the parachute payment provisions. Acceleration upon a Change In Control will constitute a “payment” contingent on a Change In Control, triggering the 20% excise tax and making the payment non-deductible for the Company to the extent the payment is an excess payment.
 
A fraction (as determined under IRS regulations) of the value of the Restricted Stock or Restricted Stock Units which Vests upon a Change In Control would be treated as contingent on the Change In Control. Restricted Stock or Restricted Stock Units on which the restrictions have already lapsed on the date of a Change In Control do not come within the parachute payment provisions.
 
REPORTING REQUIREMENTS AND
RESTRICTIONS ON SALES AND PURCHASES
 
General
 
The Exchange Act requires all directors of the Company to file reports with the SEC of any changes in their beneficial ownership of Stock, including acquisition of Restricted Stock and Restricted Stock Units under this Plan. Under the Exchange Act, you generally are liable to the Company for so-called “short-swing” profits resulting from any purchase and sale, or sale and purchase, of Stock within any period of less than six months. If certain requirements are met, an SEC rule provides an exemption from short-swing profit liability for many actions involving Awards as discussed below.
 
Restricted Stock
 
SEC rules currently provide that Awards of Restricted Stock are treated as exempt
 

 

6

acquisitions. The lapsing of restrictions is a non-event. Forfeitures are treated as exempt dispositions. A sale of Stock after the restrictions lapse, however, would not be exempt from the short-swing profit liability provisions of the Exchange Act and therefore could be matched against any non-exempt purchase occurring six months before or after the sale.
 
Restricted Stock Units
 
The Award of Restricted Stock Units is an exempt acquisition and the lapsing of restrictions or the Vesting of the units is also exempt from the short-swing profit liability provisions of the Exchange Act. The forfeiture of Restricted Stock Units is an exempt disposition.
 
ADDITIONAL RESTRICTIONS ON SALES

The Securities Act imposes certain restrictions on the sale of any securities of the Company acquired by persons who are “affiliates” of the Company. Generally, directors are considered affiliates of the Company. Thus, you will have to register with the SEC any Stock acquired under this Plan which you intend to sell after the restrictions have lapsed, unless an exemption from registration is applicable. Ordinarily, an exemption will be available upon fulfillment of the conditions of Rule 144 under the Securities Act which include filing a Form 144 with the SEC prior to the sale.
 
Certain other legal restrictions on the sale of Stock are imposed on you under the Exchange Act. See “Reporting Requirements and Restrictions on Sales and Purchases” on page 6.
 

 
7



 
 

 EX-12 5 ex12.htm EXHIBIT 12 Exhibit 12

Exhibit 12
 
Anheuser-Busch Companies, Inc. and Subsidiaries

Consolidated Ratio of Earnings to Fixed Charges

 

 
The following table sets forth the company’s ratio of earnings to fixed charges, on a consolidated basis for the periods indicated (in millions):
 
     
 
First Quarter Ended
March 31,
 
Year Ended December 31,
 
 
2006
 
 
20051/
 
 
20051/
 
 
20041/
 
 
20031/
 
 
20021/
 
 
20011/
 
 
Earnings
 
              
 
Consolidated pretax income
 
 
$615.4
 
 
$625.3
 
 
$2,057.4
 
 
$2,812.1
 
 
$2,643.9
 
 
$2,473.2
 
 
$2,266.7
 
 
Dividends received from equity
investees
 
 
--
 
 
--
 
 
210.1
 
 
179.0
 
 
169.2
 
 
46.7
 
 
25.8
 
 
Net interest capitalized
 
 
3.0
 
 
1.7
 
 
8.3
 
 
7.7
 
 
3.3
 
 
10.8
 
 
1.0
 
 
Fixed charges
 
 
125.7
 
 
125.4
 
 
502.3
 
 
471.1
 
 
442.6
 
 
406.8
 
 
402.8
 
 
Adjusted earnings
 
 
$744.1
 
 
$752.4
 
 
$2,778.1
 
 
$3,469.9
 
 
$3,259.0
 
 
$2,937.5
 
 
$2,696.3
 
               
 
Fixed Charges
 
              
 
Interest expense
 
 
$115.1
 
 
$114.8
 
 
$454.5
 
 
$426.9
 
 
$401.5
 
 
$368.7
 
 
$361.2
 
 
Interest portion of rent expense 2/
 
 
9.3
 
 
9.2
 
 
42.5
 
 
38.9
 
 
36.3
 
 
34.1
 
 
37.9
 
 
Amortization of deferred debt
issuance costs
 
 
1.3
 
 
1.4
 
 
5.3
 
 
5.3
 
 
4.8
 
 
4.0
 
 
3.7
 
 
Total fixed charges
 
 
$125.7
 
 
$125.4
 
 
$502.3
 
 
$471.1
 
 
$442.6
 
 
$406.8
 
 
$402.8
 
 
Ratio
 
 
5.9X
 
 
6.0X
 
 
5.5X
 
 
7.4X
 
 
7.4X
 
 
7.2X
 
 
6.7X
 

 
1 Ratio adjusted for the adoption of FAS 123R in the first quarter 2006.
 
2/ The interest portion of rent expense is calculated as one-third of total rents paid.
 
 GRAPHIC 6 ablogo.jpg ANHEUSER-BUSCH LOGO begin 644 ablogo.jpg M_]C_X``02D9)1@`!`@$`2`!(``#_X0Y117AI9@``34T`*@````@`!P$2``,` M```!``$```$:``4````!````8@$;``4````!````:@$H``,````!``(```$Q M``(````4````<@$R``(````4````AH=I``0````!````G````,@```!(```` M`0```$@````!061O8F4@4&AO=&]S:&]P(#7U5F9VAI:FML;6YO8W1U=G=X>7 MI[?'U^?W$0`"`@$"!`0#!`4&!P<&!34!``(1`R$Q$@1!46%Q(A,%,H&1%*&Q M0B/!4M'P,R1BX7*"DD-3%6-S-/$E!A:BLH,')C7"TD235*,79$55-G1EXO*S MA,/3=>/S1I2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V)S='5V=WAY>GM\?_ MV@`,`P$``A$#$0`_`/5&M:QH8P!K6B&M&@`'8)USN5]?_JMB7W8]^58U^-8^ MFZ,?([V?F,5SIGUJ^KW57BK!SJGW.F*'S7:8):[]7O%= MWMICOR*_LC:_M]_Z3]7Q?2_2])T_+OS*S>_&?BU.@TMNTMJBS]&O/&=:Z5U:ZV[J&,WJ+FX[O7QNHW5861BO!L%A]$ MUXF*_P!2C[,[$SJ-^;B_IO4R:OT3$?$^MG4NT65/R[LGUM^S(R/T:2GT=)4^CY_[2Z3A=0V[#ET5WEL$0 M;&-LVZ_UE<24I))))2DDDDE/_]#T#J7U5^KO5`_[;T^BQ]D[K@P,MDG<2,FK M9>W_`+<7GWUH_P`75O319F88=F].:2]U>P.NI9#7/#O1?COR:?4;[?3;ZE/\ MY9ZGI^JO5E"VRJJMS[G-96/I.>0&B=/<7)*?(.@_7_KW0P,:]XZIA5@EM5Y+ M;VL;ZGJOIS"'L=6QVS;7D.R'^CZ7I^E0NGL^M/1/K/@L=CM=B=;IL;74VQSZ M[J&66,JS,JN[$MH?;C44-MNR&^OZ?ZM^MK(^NWU4_9=[>I=-K(Z.\E]M5(=Z M=(=K>',H#MN);[LFFYS?1PKF?Z*RBICZH;9]FK;^C_1?H=^?Z=E7J>FDI/11_SRZOUGJ#G_`&:I['58'J/9^ERK M&LHZ7A!^7OVY&1CXS?M/IV^OOK_1^DM'ZC]0P,GIK,7J[IP^EV^AETNLLKJ= MCY-F_%OR*/7IHMJP^H/LHR?M&-?6RC-K]7TZZ%7Z#=@=.?T_H.3D#&R[\>S/ MJL<2VJKJ.6VH]+^T.;Z;ZFT8-5'\W_AI_@\ M?T_T%?I5*5M6&ZMNTEC6L>!6&@Q7Z;W;FM?ZSK;_`%_?=_@ZO\#=C5L_4$I^ MC$EY+]3_`/&1;T>QG2.OVNR,3>]M>6\N?=1#BWT\KJQGJUMM9ZM?Z-&J]0UL-H:+=HWAI):'1[MCG!KMNY32 M4\?T+(R.E,LZ?UN[]C6&Q[,&D.K^QN#GN>QW2KK&^K[]_P#0,VVVRO\`1?9Z M<6K]#6#ZQ_5'HF1TV_(RAKZG\S7 M55Z%GZ97/K]U)F-A"AP+JZJGYM[!/O\`2->/@XLL]];[^IY>)8VVO]+4S%N? M2^N_TGKS<9WUXZGT\BO[1DX>0]S7>BWTVO94ZS=2S,:/M>1A^I=L94Z_T*?4 MNH]*O_!I34ZI]8;\G+&7DX6.^[(:VZS)MQRYP#ZL3?\`H[J[:'L_0?HK;:\S MTJ\BW_@ED/>LVM^[U/?Z/I>O9_IF_87UEJQK*<;"RA62'.-A#3I ML?O=F_9[V?\7^D_G/42G)R,YVUP@!\#<]H:#O!J'NVM=[-M/L:RWT_?\` MH?3_`)E=/?\`43ZZM];;TQ^K#7=%U5@=6QE;/T>ZP6VNV[/1;^8^O]'_`,%D M=.Z(;>OOZ7FT/HS/3<_#QG[/?=76W)Q<>_U7>ZO-J9Z7TOYZ^K^HO3OJ9]5A8OLR?\`@;:[4E/$9OU0 M^LU=YJR^G66O87"HUAI%@:WUW-QWU.?_`#3/5OQJ_2_26?TC[3?LPE<^H'UU MR?J_U"OH?5'E_2\ES6TVN>'-HL?L]U5WJ.H^P[W?I/W/Y[_2KV59G5/JYT?J MP;]LQF/GE4T7U)3II+E/_&]P?_++ MJ/T?0_I!_HG_`)6_1_HW_@__``R22G__TO55R/\`S_JNOJ9@T,R#>?4QL;U' M#)R,;8;796-4VIU5=VZG*97A9=V/9=]G_G*OM%"VS9DX'0:1T_IUEM]6.QE' M3S8SM_FZDE.-_C+ZK9D93L!E@&3E7M?>PR' M5T,'H=,Q;1MWCX/3NG]/RG7])Q[&`?7:ST68-M]MF)FY`]/-POL_P!G_3W6_P!']5)3QO5N MDV"MG5NK,Q.FY-^]C>G5XSJJJF,;2]KKFX=&0ZC(]?*K993F,]>RB[^?Q_U: MQ8EO1[F8(RW4N8U_JO&HW-J8YE+'VT1ZE7Z0OK98[^D?I/YO[/;99Z8[ZN]* MS[G/PZ&/P[+*;J\W&&/8++&U"NY^-^K6XK]V1C;,CIWV2CU[_4R,S)IK]#'K MPNJU_67!ZS:WJ8%N/A4U"[J&Y[0[&-K[[+:;_7H]+*RK?7QV=.J_XK$H_4L? M(24Y_57!_P!5NB?6#!8^C(P;!B->^;'!]9LR\2W%NEWZ&FZC,9Z&1^EHHMQ] M]5E=>-DV=5B=5Z8_ZOVY8P<2_IK;69=%N8Q[L;%;?'V[!_0XU[_4Q.J[F8^' MZ?OHS,7)J_04^HCCZNWY^#C,/1CUX^"=PG>S*JS,I]%WTMU%E M5'K?F776?X1*>I^KGUC_`&L7T7-K;D"IF3390\OJNQK2YE635ZC:[JOTM5M- MV/?7ZM5E:V,C(Q\6E^1DVLHHK&ZRVQP:QH_>>]\-:N8^K?3\Y7U>>W,P'"UHZ>`:\<7.NV/MHS/;CUUTWUYM MM_I5Y.5LN_1^IC_8OLL^FXW3*>JX=G7VL'I]08^O!J_P"#Z9ZC?0LR M_P!ZRRZS/_XJM>!))*?JI)?*J22GZJ27RJDDI^IOT'\C\$E\LI)*?__9_^T2 M9%!H;W1O.$))30/S M```````)```````````!`#A"24T$"@```````0``.$))32<0```````*``$` M`````````3A"24T#]```````$@`U`````0`M````!@```````3A"24T#]P`` M````'```_____________________________P/H```X0DE-!`@``````!`` M```!```"0````D``````.$))300>```````$`````#A"24T$&@`````#20`` M``8``````````````$8```!2````"@!5`&X`=`!I`'0`;`!E`&0`+0`Q```` M`0`````````````````````````!``````````````!2````1@`````````` M```````````!`````````````````````````!`````!````````;G5L;``` M``(````&8F]U;F1S3V)J8P````$```````!28W0Q````!`````!4;W`@;&]N M9P``````````3&5F=&QO;F<``````````$)T;VUL;VYG````1@````!29VAT M;&]N9P```%(````&7!E`````$YO;F4````)=&]P3W5T)E\K.$P]-UX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>' MEZ>WQ]?G]Q$``@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12A ML4(CP5+1\#,D8N%R@I)#4Q5C+R MLX3#TW7C\T:4I(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?' M_]H`#`,!``(1`Q$`/P#U1K6L:&,`:UHAK1H`!V"=<[E?7_ZK8E]V/?E6-?C6 M/INC'R'-;8R=]?J,HUU%6S(=^D]MC]B2FOU_K>4+\6J^A^#=C9N.6!P)BO\`4H^S.Q,ZC?FXOZ;U,FK]$Q'Q/K9U')R*NE=-R,XFUOI8O4GTLOQ' M75L;Z]>Z[&QLV['KM%E3\N[)];?LR,C]&DI]'25/H^?^TNDX74-NPY=%=Y;! M$&QC;-NO]97$E*22224I))))3__0]`ZE]5?J[U0/^V]/HL?9.ZX,#+9)W$C) MJV7M_P"W%Y]]:/\`%U;TT69F&'9O3FDO=7L#KJ60USP[T7X[\FGU&^WTV^I3 M_.6>IZ?JKU90MLJJK<^YS65CZ3GD!HG3W%R2GR#H/U_Z]T,#&O>.J858);5> M2V]K&^IZKZWJ73:R.CO)?;52' M>G2':WAS*`[;B6^[)ING_5/J66YL9/47?8L9YVL)J( M]3J'H^J&V?9JV_H_T7Z'?G^G95ZGII*3T4?\\NK]9Z@Y_P!FJ>QU6!ZCV?I< MJQK*.EX0?E[]N1D8^,W[3Z=OK[Z_T?I+1^H_4,#)Z:S%ZNZW/9OR*Z_9Z M5UA#KNGYNRZFMK/MM?VCT_UG?C_9[?\`!_I$I[7+_P`;G1L>XU86%=DXU?L; M8',J+BW?(IQ[/TFQC*_\)Z5OOK_0?I*UJ=`_QC]`ZSDC!L+^G9^C11D[0'/, M353E9Z-_\`P*\&UVEM-5FUC?4=5ZWJ?X M/']/]!7Z52E;5ANK;M)8UK'@5AH,5^F]VYK7^LZV_P!?WW?X.K_`W8U;/U!* M?HQ)>2_4_P#QD6]'L9TCK]KLC$WO;7EO+GW40XM]/*W-_3T_N6-]]7_@-/K% M=E=M;;:G!];P',>T@MB^JQ]7JL9ZM;;6>K7^C1JO4-;#:&BW:-X:26AT>[8YP:[;N4 MTE/']"R,CI3+.G];N_8UAL>S!I#J_L;@Y[GL=TJZQOJ^_?\`T#-MMLK_`$7V M>G%J_0U@^L?U1Z)D=-OR,H7..*VW(]-UHJ87V6-SLY_K5TN=99D_T5WJ^I_, MUU5>A9^F5SZ_=29C80H<"ZNJI^;>P3[_`$C7CX.++/?6^_J>7B6-MK_2U,Q; MGTOKO])Z\W&=]>.I]/(K^T9.'D/]G_%_I/YSU$IRS;3[&LM]/W_ M`*'T_P"973W_`%$^NK?6V],?JPUW1=58'5L96S]'NL%MKMNST6_F/K_1_P#! M9'3NB&WK[^EYM#Z,STW/P\9^SWW5UMR<7'O]5WNKS:F>E]+^>OJ_J+T[ZF?7 M)MM6+B9V5ZS:LOIUEKV%PJ-8:18&M]=S<=]3G_P`TSU;\:OTOTEG](^TW[,)7/J!] M=_TJ]E69U3ZN=' MZL&_;,9CW-()>&B7-W>H^FW0^K3:[Z=;_P#"?K%7IY5-%]24Z:2Y3_QO<'_R MRZC]'T/Z0?Z)_P"5OT?Z-_X/_P`,DDI__]+U5KD]4]&WT[*K,S^;]:O]'MX^#T[I_3\IU_2<7)=TZL8M M'V^MQVT8M3LBW*5;G9/I5T49%]?V>WT_L]WVJB?4OJ!Z^%B,LZ/ MC^D]I%E/3",?,QG%K7U;\S+R7X?5FMV?9,JW(K]7]-]IQ?\`")G=)_8O3QBY MF#D5=":\.R,ZJJIC&TO:ZYN'1D.HR/7RJV64YC/7LHN_G\?] M6L6);T>YF",MU+F-?ZKQJ-S:F.92Q]M$>I5^D+ZV6._I'Z3^;^SVV6>F.^KO M2L^YS\.AC\.RRFZO-QACV"RQM0KN?C?JUN*_=D8VS(Z=]DH]>_U,C,R::_0Q MZ\+JM?UEP>LVMZF!;CX5-0NZAN>T.QC:^^RVF_UZ/2RLJWU\=G3JO^*Q*/U+ M'R$E.?U5P?\`5;HGU@P6/HR,&P8C7OFQP?6;,O$MQ;I=^AINHS&>AD?I:*+< M??5977C9-G58G5>F/^K]N6,'$OZ:VUF71;F,>[&Q6WQ]NP?T.->_U,3JNYF/ MA^G[Z,S%R:OT%/J(X^KM^?@XS#T7)(86WX]62,2C&=:*VXV"[JV-3E/SOLV! M3_VFK_3_`,_ZU?Z;T$W6?\7&-D/8V[!=>T,&VWH]>/@G<)WLRJLS*?1=]+=1 M951ZWYEUUG^$2GJ?JY]8_P!K%]%S:VY`J9DTV4/+ZKL:TN95DU>HVNZK]+5; M3=CWU^K596MC(R,?%I?D9-K***QNLML<&L:/WGO?#6KF/JWTW)Z9U(EG2\C& MQ;<:G%8'?9`R@4.R+9;]FR[;K&93\GU+_99=]K_2?S5OZO>^N/1\KJW26U8C M*[[L>UMXQK=&7;6O9Z.\^RNS]+ZM+[/T?KU5^I_I&)3:_P"<_P!6_P#RUP_I M;/Y^OZ7^C^G]/^0DN`_YD_63_3]1_I$_S>!_,_\`N1_G?]?0224__]/U5)?* MJ22GZJ3&(,\=U\K))*?>BVG'O.5]7GMS,!PM:.G@&O'%SKMC[:,SVX]==-]> M;;?Z5>3E;+OT?J8_V+[+/IN-TRGJN'9UW,9E=7MK!Z?4&/KP:O\`@^F>HWT+ M,O\`>LLNLS_^*K7@222GZJ27RJDDI^JDE\JI)*?J;]!_(_!)?+*22G__V0`X M0DE-!"$``````%4````!`0````\`00!D`&\`8@!E`"``4`!H`&\`=`!O`',` M:`!O`'`````3`$$`9`!O`&(`90`@`%``:`!O`'0`;P!S`&@`;P!P`"``-P`N M`#`````!`#A"24T$!@``````!___`````0$`_^$22&AT='`Z+R]N&%P+S$N,"\`/#]X<&%C:V5T(&)E9VEN/2?ON[\G(&ED/2=7-4TP M37!#96AI2'IR95-Z3E1C>FMC.60G/SX*/#]A9&]B92UX87`M9FEL=&5R&UL;G,Z>#TG861O8F4Z;G,Z;65T82\G M('@Z>&%P=&L])UA-4"!T;V]L:VET(#(N."XR+3,S+"!F&UL;G,Z6YT87@M;G,C)R!X;6QN&%P34TZ1&]C M=6UE;G1)1#X*(#PO&%P;65T83X*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`* M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@"CP_>'!A8VME="!E;F0])W7U5F9VAI:FML;6YO8W1U=G=X>7I[?'U^?W_]H`"`$!```_`.X2247EX836 M`Y_8..UO^>UEO_GM8.1U)_V_%?9792ZMUC78Y:YUMC/3L==]G]%ES.H,]2O& ML_4OYG]%9?D?I/1JW*'VO9NMK](GAA(W]75[$ZGT_-_HN0RUT3L!A\'\YU#]MRMK`ZIU=^/ MDW"M]KA1Z=1QZ*FOM-US;O4W]5N_ZU_/+KP9$^/R22227__1Z?*Z%TG*$68U;7<^ MI6T563_QM.S?_P!<_1KD.J_5V_IY]5I-N.#[+PV'U&?U?[3Z%E'\UN_IG\S_ M`,3ZB)T_ZU]0Q6"K);]MK:!!)]/):T^G73ZECF>EE?\`G_U?Y[(6K?U?IN95 M7U#'EEU7NR8+Z[J\>IMN9Z-WV:ZEEU63]Q=17+#ZQ8Y^?U?[/ZWZQZ&+39Z_I8UG_`!OK+;Z)G85N)1D]0=-5(]%S M7.L=6R_&;ZN%D_8_6?18_+P*_3I_4?4^VX7Z']8O5M_UWQMY%6+98T_S9W-# MG_0]WHL]7_"6?\)_A/\`1V+5Z7]8NF]3<:JGFN\3^ALAKW1^=1L?95?]'_`V M+6227__2[A#N]`UEE^TUV>PM?&U^[_!.;9]/>N#Z]TJWIMKG,!.$YI%1]SJZ M_I>ACW[?48Q^/=Z=5-UW]+Q[?0_GO5M6??8JU MWZ?]+E?HJ?YVNS[!^@_PBU,"ZBC)/3:W[LOI];&8[9]EMP>_,Z_BU_S6^_)] M6W!QZ_YK]`L?)93C77T8CW%CGAU9`FM^OJ4U9-7J5UVWX=5GV?T?LEGZWZG^ MF55YIU;J]L[6NW:[9]5S&U>JZK\R_P#Z_D?X:Q3+&%X+'%K]``P06D/I;B_9 MOY^ZNO\`[M;_`%?^%R?T?V_J/J_];!^CP>I/!=`%>42=9^A3G;_\-_W:_P`) M_A?].NS27__3[A5>H8S\C'+:@PVMDL;;N]%VYKZ+:LJNAS/4JLHNMK_\%]*W MTUF=-O?7CLQ,NU^-F@!K,:QU>Z&C;Z?3[FM_7<;V_H[?UK.I_P`/E6JCUCIF M#AXHZA7O-N"*_0:YVQC13ZC,9C*JJV_:/UM_V_\`TV1^D_6?3_1+E,K.>,BP M^A6Q^YQ-OIQ9+GY-U?\`2*G58U_Z?^D>AZWZ"C]8_G+52^D?9#G`[A/TH;O? MZMOVGV6>S]-_Y\M4F.LR;ZZ*F^^ZQK6`';N=87MV66;?4_[4>G^DM_ZY:MC_ M`)O=?+_Z*6M>\%Y<]CQO]3V6^VSU7^_^=M_G/LW_`&[8#)Z/U)K7F_&<'L:X MEQVB&-/I?:G75/\`2].G=53=_-T5XGZ6K_#9^/M?57ZP6,O'2,TD@DC%M>9= MIN_5KK'/V/\`^ZGI_P#$?Z)=LO_4[A)SWL^ MPX.)GWW?Z3[155_1_M%2YBQWU@S,:MKVW6T/`?&W8'R&54VW^A^L=0]E7Z*[ M)NOLOKJI_P"N5_V9U`M?^J6C7:)!<[TB7V_H]GI4_H]WK?X/]9_\!8].ZKZ; M:QCV^D':@D3!+F>G]+_A/^W5#`QFB_)=:U[,K#!N%32UCMM;_3Z@UC[O4]/, MPZG_`&O%L_2_T6Q=[T7K/VCT\;)M;9D/;(L@4EU@W.OQ/L-MGVS]7K_F\O[- MZ&15_HKJ_P!)N+/S.C=.S"#=4`>"6PTNTKK_J9+:6U!YU-M3'&S(JJW,9CYGI54^AD5OJR,;(OQZLC[3CUW?]J+,> MZM^G=4V[U+.FX=6/T[_``G\Q_QBV+O1KP;, MEO3J+1SF= M@BD^KD&H9%[=SJ*ZRQE9WVX]-&)]CILQ/5LKQ[OT/ZM;5E4_IK_Z34J%V&^F MIEKV1+6O=K(_2%_I5W,K]^/ZE3/YC_1?I_\`#TTK:ZGJLEM[!O99 M[WO%3:\;*KR+O?3DT9O3LFBFVW_2>M^CQLC[12MO[;C8V%CW&NA]5%A9CYN2 M'N#J?Y_I7V9U&-=;;E,Q_P!#=_-?8K\&[UO2]>I=#T[/^UL>U[17?2X-M8UW MJ,]S6WX]U%WM]2C)Q[*[J_\`MNQ6;KZ*&;[[&U,D#<\AC9/T6[GJO^UNE?\` MGF9-U567_`-J?LW_& M_IA^1N?BOLVD%IQ/1QJ'CV^S)Q,O*_GO9^F^R?9*[5L])INQ[;VNQK*F7.%C7 M.]`-K#*Z,-F"RO"R;_T-+,?]4_1_S/Z.[])^EOAU[IV1F"BR@!YI+@YGMW@6 M>FW[9B.O+KSD=4+0=]C B36!61_-])K>WT/LG^D^Q^M_W:M6PDDD8C7A-[?+C\%__V3\_ ` end EX-31.1 7 ex31p1.htm EXHIBIT 31.1 Exhibit 31.1

Exhibit 31.1
 
CERTIFICATION
 

I, Patrick T. Stokes, certify that:
 
1)
I have reviewed this quarterly report on Form 10-Q of Anheuser-Busch Companies, Inc.;
 
 
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
 
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
 
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
 
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
 
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
 
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
 
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:
April 28, 2006
  
/s/ Patrick T. Stokes
     
Patrick T. Stokes
     
President and Chief Executive Officer
     
Anheuser-Busch Companies, Inc.
 
 EX-31.2 8 ex31p2.htm EXHIBIT 31.2 Exhibit 31.2
 
Exhibit 31.2
CERTIFICATION

I, W. Randolph Baker, certify that:
 
1)
I have reviewed this quarterly report on Form 10-Q of Anheuser-Busch Companies, Inc.;
 
 
2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
4)
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
 
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
 
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
 
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
 
5)
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
 
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 

 


Date:
April 28, 2006
  
/s/ W. Randolph Baker
     
W. Randolph Baker
     
Vice President and Chief Financial Officer
     
Anheuser-Busch Companies, Inc.
 
 EX-32.1 9 ex32p1.htm EXHIBIT 32.1 Exhibit 32.1
 
Exhibit 32.1




Certification of Chief Executive Officer
Anheuser-Busch Companies, Inc.
Form 10-Q for the Quarter Ended March 31, 2006
Pursuant to 18 U.S.C. §1350, as adopted
Pursuant to §906 of the Sarbanes-Oxley Act of 2002


I am the President and Chief Executive Officer of Anheuser-Busch Companies, Inc., a Delaware corporation (the “Company”). I am delivering this certificate in connection with the Form 10-Q of the Company for the quarter ended March 31, 2006 and filed with the Securities and Exchange Commission (“Form 10-Q”).

Pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:
April 28, 2006
  
/s/ Patrick T. Stokes
     
Patrick T. Stokes
     
President and Chief Executive Officer
     
Anheuser-Busch Companies, Inc.




EX-32.2 10 ex32p2.htm EXHIBIT 32.2 Exhibit 32.2

Exhibit 32.2

 



Certification of Chief Financial Officer
Anheuser-Busch Companies, Inc.
Form 10-Q for the Quarter Ended March 31, 2006
Pursuant to 18 U.S.C. §1350, as adopted
Pursuant to §906 of the Sarbanes-Oxley Act of 2002


I am the Vice President and Chief Financial Officer of Anheuser-Busch Companies, Inc., a Delaware corporation (the “Company”). I am delivering this certificate in connection with the Form 10-Q of the Company for the quarter ended March 31, 2006 and filed with the Securities and Exchange Commission (“Form 10-Q”).

Pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my knowledge, the Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.




Date:
April 28, 2006
  
/s/ W. Randolph Baker
     
W. Randolph Baker
     
Vice President and Chief Financial Officer
     
Anheuser-Busch Companies, Inc.

-----END PRIVACY-ENHANCED MESSAGE-----