Anheuser-Busch Companies Form 10-Q

-----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, GXme4cXI2Qqpppb+psBBgpKv7qCg3Ti4cwIp/3KoUqvr6NXFvpCWQ5Bt1fUkvSuk a9Tc9HMWve4htJj/5L/PBg== 0001068800-07-001107.txt : 20070427 0001068800-07-001107.hdr.sgml : 20070427 20070427163019 ACCESSION NUMBER: 0001068800-07-001107 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070427 DATE AS OF CHANGE: 20070427 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: 07796213 BUSINESS ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118-1852 BUSINESS PHONE: 3145772000 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 FORM 10-Q Anheuser-Busch Companies 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, 2007

o		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 o

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 o Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o 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 - 759,797,680 shares as of March 31, 2007.

Anheuser-Busch Companies, Inc. and Subsidiaries

Consolidated Balance Sheet (Unaudited)

	March 31,		Dec. 31,
	2007		2006
Assets
Current Assets:
Cash	$274.1		$219.2
Accounts receivable	949.1		720.2
Inventories	802.7		694.9
Other current assets	207.3		195.2
Total current assets	2,233.2		1,829.5
Investments in affiliated companies	3,803.1		3,680.3
Plant and equipment, net	8,872.6		8,916.1
Intangible assets, including goodwill of $1,085.5 and $1,077.8	1,441.0		1,367.2
Other assets	611.9		584.1
Total Assets	$16,961.8		$16,377.2


Liabilities and Shareholders Equity
Current Liabilities:
Accounts payable	$1,279.6		$1,426.3
Accrued salaries, wages and benefits	274.7		342.8
Accrued taxes	362.2		133.9
Accrued interest	122.5		124.2
Other current liabilities	243.2		218.9
Total current liabilities	2,282.2		2,246.1
Retirement benefits	1,166.6		1,191.5
Debt	8,276.2		7,653.5
Deferred income taxes	1,181.1		1,194.5
Other long-term liabilities	237.7		152.9
Shareholders Equity:
Common stock	1,476.9		1,473.7
Capital in excess of par value	3,057.1		2,962.5
Retained earnings	17,033.0		16,741.0
Treasury stock, at cost	(16,479.8	)	(16,007.7	)
Accumulated non-owner changes in equity	(1,269.2	)	(1,230.8	)
Total Shareholders Equity	3,818.0		3,938.7
Commitments and contingencies	-		-
Total Liabilities and Shareholders Equity	$16,961.8		$16,377.2

See the accompanying footnotes on pages 5 to 11.

Anheuser-Busch Companies, Inc. and Subsidiaries

Consolidated Statement of Income (Unaudited)

	First Quarter Ended March 31,
	2007		2006
Gross sales	$4,405.6		$4,296.3
Excise taxes	(547.2	)	(540.7	)
Net Sales	3,858.4		3,755.6
Cost of sales	(2,474.7	)	(2,417.7	)
Gross Profit	1,383.7		1,337.9
Marketing, distribution and administrative expenses	(665.7	)	(615.7	)
Operating income	718.0		722.2
Interest expense	(119.9	)	(115.1	)
Interest capitalized	3.5		4.0
Interest income	0.5		0.6
Other income / (expense), net	(5.9	)	3.7
Income before income taxes	596.2		615.4
Provision for income taxes	(238.1	)	(238.6	)
Equity income, net of tax	159.4		122.4
Net income	$517.5		$499.2

Basic earnings per share	$.68		$.64
Diluted earnings per share	$.67		$.64

See the accompanying footnotes on pages 5 to 11.

Anheuser-Busch Companies, Inc. and Subsidiaries

Consolidated Statement of Cash Flows (Unaudited)

	Three Months Ended March 31,
	2007		2006
Cash flow from operating activities:
Net income	$517.5		$499.2
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	246.0		245.5
Decrease in deferred income taxes	(21.9	)	(17.3	)
Stock-based compensation expense	15.1		17.1
Undistributed earnings of affiliated companies	(159.4	)	(122.4	)
Other, net	(40.9	)	(180.9	)
Operating cash flow before the change in working capital	556.4		441.2
(Increase) / Decrease in working capital	(240.4	)	5.8
Cash provided by operating activities	316.0		447.0

Cash flow from investing activities:
Capital expenditures	(154.4	)	(159.1	)
Acquisitions	(83.5	)	--
Cash used for investing activities	(237.9	)	(159.1	)

Cash flow from financing activities:
Increase in debt	585.1		299.3
Decrease in debt	(0.7	)	(143.2	)
Dividends paid to shareholders	(225.5	)	(209.8	)
Acquisition of treasury stock	(477.4	)	(259.7	)
Shares issued under stock plans	95.3		12.2
Cash used for financing activities	(23.2	)	(301.2	)
Net increase / (decrease) in cash during the period	54.9		(13.3	)
Cash, beginning of period	219.2		225.8
Cash, end of period	$274.1		$212.5

See the accompanying footnotes on pages 5 to 11.

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, 2006.

2.	Business Segments Information

Comparative business segment information for the first quarter ended March 31 (in millions):


	U.S. Beer		International Beer		Packaging		Entertainment			Corporate and Elims			Consolidated
2007
Gross Sales		$3,463.5		279.5		604.5		185.0			(126.9	)		$4,405.6

Net Sales:
- Intersegment		$0.8		0.3		232.0		--			(233.1	)		--
- External		$2,959.4		235.3		372.5		185.0			106.2			$3,858.4

Income Before Income Taxes		$762.1		17.6		44.5		(18.5	)		(209.5	)		$596.2

Equity Income		$0.1		159.3		--		--			--			$159.4

Net Income		$472.6		170.2		27.6		(11.5	)		(141.4	)		$517.5


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		$774.2		22.1		38.7		(17.6	)		(202.0	)		$615.4

Equity Income		$0.6		121.8		--		--			--			$122.4

Net Income		$480.6		135.5		24.0		(10.9	)		(130.0	)		$499.2

In 2007, the company changed reporting responsibility for certain administrative and technology support costs from Corporate to the U.S. beer segment. 2006 segment results have been updated to conform to this reporting convention.

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 closing composite tape on the New York Stock Exchange on the date the option is granted. At March 31, 2007, existing stock plans authorized issuance of 112 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.

For financial reporting purposes, stock compensation expense is included in cost of sales and marketing, distribution and administrative expenses, depending on where the recipient’s cash compensation is reported, and is classified as a corporate item for business segments reporting. Unrecognized pretax stock compensation cost as of March 31, 2007 was $82 million, and is expected to be recognized over a weighted average life of approximately 1.5 years.

The following table provides additional information regarding options outstanding and options that were exercisable as of March 31, 2007 (options and in the money values 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	4.5	1.4 years	$27.92	$100.5	4.5	$27.92	$100.5
$30-39	7.1	2.6 years	$37.84	88.7	7.1	$37.84	88.7
$40-49	57.4	6.1 years	$46.48	242.5	41.5	$46.92	115.9
$50-53	27.9	6.5 years	$51.29	2.2	24.1	$51.44	2.2
$20-53	96.9	5.7 years	$46.37	$433.9	77.2	$46.39	$307.3

4.	Derivatives

Anheuser-Busch accounts for its derivatives in accordance with FAS 133, “Accounting for Derivatives and Other Hedging Instruments.” For cash flow hedges, the company defers in accumulated non-owner changes in shareholders equity the portion of 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 effective gains and losses from derivatives which were recognized in earnings during the first quarter (in millions). These gains and losses largely offset price or value changes in the company’s hedged exposures.

First Quarter
2007		2006
Gains	Losses	Gains	Losses
$3.7	$5.1	$0.5	$26.7

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 gains due to this hedge ineffectiveness of $0.9 million for the first quarter of 2007 compared to net ineffective pretax losses of $0.7 million for the first quarter of 2006.

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.

Weighted-average common shares outstanding for the quarter ended March 31 are shown below (millions of shares):

	First Quarter
	2007	2006
Basic weighted average shares outstanding	763.5	776.1
Diluted weighted average shares outstanding	773.3	780.2

6.	Inventories

The company’s inventories were comprised of the following as of March 31, 2007 and December 31, 2006 (in millions).

	March 31,		Dec. 31,
	2007		2006
Raw Materials		$399.0		$385.6
Work-in-Process		118.5		110.8
Finished Goods		285.2		198.5
Total Inventories		$802.7		$694.9

7.	Nonowner Changes in Shareholders Equity

The components of accumulated nonowner changes in shareholders equity, net of applicable taxes, as of March 31, 2007 and December 31, 2006 follow (in millions):

	March 31,			Dec. 31,
	2007			2006
Foreign currency translation loss		$(493.3	)		$(452.2	)
Deferred hedging gains		5.2			2.1
Deferred securities valuation gains		0.9			1.3
Deferred retirement benefits costs		(782.0	)		(782.0	)
Accumulated nonowner changes in shareholders equity		$(1,269.2	)		$(1,230.8	)

Net income plus nonowner changes in shareholders equity, net of applicable taxes, for the quarter ended March 31 follows (in millions):

	First Quarter
	2007			2006
Net income		$517.5			$499.2
Foreign currency translation gains / (losses)		(41.1	)		34.5
Net change in deferred hedging gains / (losses)		3.1			(0.6	)
Net change in deferred securities valuation gains / (losses)		(0.4	)		0.4
Net income plus nonowner changes in shareholders equity		$479.1			$533.5

Goodwill

Following is goodwill by business segment, as of March 31, 2007 and December 31, 2006 (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 2007 results from fluctuations in foreign currency exchange rates.

	March 31, 2007	Dec. 31, 2006
Domestic Beer	$21.2	$21.2
International Beer	1,282.1	1,283.0
Packaging	21.9	21.9
Entertainment	288.3	288.3
Total goodwill	$1,613.5	$1,614.4

9.	Pension and Retirement Health Care Expense

The components of quarterly expense for pensions and retirement health care benefits are shown below for the first quarter of 2007 and 2006 (in millions):

	Pensions		Retirement Health Care
	2007	2006	2007	2006
Service cost (benefits earned during the period)	$25.1	$26.6	$6.5	$6.2
Interest cost on benefit obligation	44.6	42.5	10.9	8.7
Assumed return on plan assets	(52.1)	(49.6)	--	--
Amortization of prior service cost and net actuarial losses	21.3	28.5	4.1	1.3
FAS 88 Settlement	19.0	--	--	--
Expense for defined benefit plans	57.9	48.0	21.5	16.2
Cash contributed to multi-employer plans	4.2	3.9	--	--
Cash contributed to defined contribution plans	5.2	4.7	--	--
Total quarterly expense	$67.3	$56.6	$21.5	$16.2

In order to enhance the funded status of its defined benefit pension plans, the company made discretionary pension contributions of $85 million in January 2007 and $214 million in January 2006. These contributions were in addition to the company’s required pension funding.

In the first quarter, the company recognized previously deferred actuarial losses resulting from the retirement of certain executive officers in the fourth quarter 2006, in accordance with FAS 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans.” The company recognized the FAS 88 impact in the first quarter of 2007 because these individuals retired subsequent to the company’s pension accounting measurement date of October 1, 2006.

10.	Uncertain Tax Positions

Effective January 1, 2007, Anheuser-Busch adopted FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes.” On adoption, the company had $96.8 million in gross unrecognized tax benefits, resulting in $45.9 million of net uncertain tax benefit positions that would reduce the company’s effective income tax rate if recognized. To comply with FIN 48, Anheuser-Busch reclassified $102.6 million of tax liabilities from current to noncurrent on the balance sheet and also separately recognized $53.1 million of deferred tax assets which had previously been netted against tax liabilities. The company made no adjustments to retained earnings related to the adoption and anticipates no significant changes to the amount of unrecognized tax benefits in the next 12 months.

The company’s policy is to accrue interest related to potential underpayment of income taxes within the provision for income taxes. The liability for accrued interest totaled $7.8 million as of January 1, 2007. Interest is computed on the difference between the company’s uncertain tax benefit positions under FIN 48 and the amount deducted or expected to be deducted in the company’s tax returns.

The principal jurisdictions for which Anheuser-Busch files income tax returns are U.S. federal and the various city, state, and international locations where the company has operations. The company participates in the IRS Compliance Assurance Process

program for the examination of U.S. federal income tax returns, and examinations are substantively complete through 2005. City and state examinations are substantially complete through 2001. The status of international tax examinations varies by jurisdiction. The company does not anticipate any material adjustments to its financial statements resulting from tax examinations currently in progress.

11.	Equity Investment in Grupo Modelo

Summary financial information for Anheuser-Busch’s equity investee Grupo Modelo for the first quarter of 2007 and 2006 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,
	2007	2006
Cash and marketable securities	$2,020.3	$1,790.5
Other current assets	$1,361.8	$989.4
Non-current assets	$4,715.9	$4,644.3
Current liabilities	$623.3	$382.2
Non-current liabilities	$323.9	$367.0
Gross sales	$1,431.0	$1,233.0
Net sales	$1,332.4	$1,142.4
Gross profit	$716.3	$605.4
Minority interest	$43.5	$0.3
Net income	$312.7	$241.9

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, 2007, compared to the first quarter ended March 31, 2006, and the year ended December 31, 2006. 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, 2006.

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

Anheuser-Busch reported improved sales and earnings for the first quarter 2007, with consolidated net sales increasing 2.7% and diluted earnings per share up 4.7%. The company is encouraged by its progress on key initiatives during the first quarter. Domestic beer price increases and discount reductions were successfully implemented earlier this year and the pricing environment continues to be favorable. Cost reduction efforts have lessened the impact of ongoing cost pressures and consolidated gross profit margin improved during the quarter. The transition of the InBev European brands into Anheuser-Busch’s wholesaler system is ahead of schedule and good progress has been made implementing other import and energy drink alliances. The international segment, led by Grupo Modelo, continues to make a significant contribution to earnings growth. These

factors, combined with marketing and selling initiatives, provide a good foundation for accelerated earnings growth in 2007.

Beer Sales Results

Following is a summary and discussion of the company’s beer volume and sales results for the first quarter 2007 compared with the first quarter 2006.

Beer Volume (millions of barrels)
	First Quarter		2007 vs. 2006
	2007	2006	Barrels	%
Domestic	25.7	25.6	Up 0.1	Up 0.5%
International	5.2	4.8	Up 0.4	Up 8.7%
Worldwide A-B Brands	30.9	30.4	Up 0.5	Up 1.8%
Equity Partner Brands	6.7	6.4	Up 0.3	Up 4.1%
Total Brands	37.6	36.8	Up 0.8	Up 2.2%

Domestic beer volume represents beer shipped within the U.S., which includes both the company’s domestically-produced brands and imported brands. U.S. beer shipments-to-wholesalers increased 0.5% for the first quarter 2007, with acquired and import brands contributing 1.2 points to overall growth. Sales-to-retailers were up 0.1%, including a contribution of 1.7 points of growth from acquired and import brands. Wholesaler inventories at the end of the quarter were about one-half of a day lower than the first quarter 2006. In February the company became the exclusive importer of select InBev European brands.

The company’s estimated domestic market share (excluding exports) for the first quarter 2007 was 50.2%, compared to prior year market share of 50.9%. 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, increased 8.7% for the first quarter 2007 driven primarily by sales in China and Canada. Worldwide Anheuser-Busch brands volume is comprised of domestic volume and international volume and rose 1.8%, to 30.9 million barrels.

Equity partner brands volume, representing the company’s share of its equity partners’ volume reported on a one-month lag, increased 4.1% for the first quarter of 2007 due to increased volume from Grupo Modelo and Tsingtao.

Total brands volume, which combines worldwide Anheuser-Busch brand volume with equity partner brands volume was up 2.2%, to 37.6 million barrels in the first quarter.

First Quarter 2007 Financial Results

Following is a summary and discussion of key operating results for the first quarter 2007 versus 2006.

$ in millions, except per share	First Quarter		2007 vs. 2006
	2007	2006	$	%
Gross Sales	$4,406	$4,296	Up $110	Up 2.5%
Net Sales	$3,858	$3,756	Up $102	Up 2.7%
Income Before Income Taxes	$596	$615	Dn $19	Dn 3.1%
Equity Income	$159	$122	Up $37	Up 30.3%
Net Income	$518	$499	Up $19	Up 3.7%
Diluted Earnings per Share	$.67	$.64	Up $.03	Up 4.7%

Anheuser-Busch reported gross sales of $4.4 billion during the first quarter 2007, an increase of 2.5%. Net sales were $3.9 billion, an increase of 2.7%. The difference between gross and net sales in 2007 reflects beer excise taxes of $548 million.

The increases in both gross and net sales were due to sales increases for U.S. and international beer and entertainment operations. U.S. beer segment net sales increased 3.6% on improved revenue per barrel and increased sales volume. International beer net sales increased 8.5% primarily due to volume increases in China and Canada. Packaging operations net sales declined 7.7% due to lower can and recycling volume, while entertainment segment sales were up 8.4% on increased attendance and higher ticket pricing.

U.S. beer revenue per barrel was up 2.3% on successful implementation of price increases and discount reductions on the majority of the company’s domestic volume during the first quarter and favorable mix from import sales. Revenue per barrel growth accounted for $88 million of the first quarter U.S. beer net sales growth, while higher volume contributed $15 million. Revenue per barrel is calculated as net sales generated by the

company’s U.S. beer operations on barrels of beer sold, determined on a U.S. GAAP basis, divided by the total volume of beer shipped to U.S. wholesalers.

Cost of sales for the first quarter 2007 was $2.5 billion, an increase of $57 million, or 2.4%. The increase in cost of sales is primarily attributable to increased costs associated with higher U.S. and international beer volume of $34 million and $8 million, respectively, increased costs for U.S. beer packaging materials, and higher labor and operating costs for entertainment operations, partially offset by lower energy costs and lower cost of sales for packaging operations due to lower volume. Consolidated gross profit as a percentage of net sales was 35.9% for the first quarter, up 30 basis points.

Marketing, distribution and administrative expenses were $666 million, an increase of $50 million, or 8.1% for the first quarter. This increase is due to higher U.S. beer marketing costs, both to support trademark brands and incremental marketing and selling expense on the company’s new import beer portfolio, increased marketing costs in China, higher delivery costs for company-owned beer wholesalerships, and increased administrative expenses. Administrative expenses for the first quarter include a FAS 88 charge and an asset disposition gain.

Operating income was $718 million, a decrease of $4 million, or 0.6% for the first quarter 2007 due to higher cost of sales and marketing expense offsetting increases in net sales. Operating margin for the quarter decreased 60 basis points, to 18.6%.

Interest expense less interest income was $119 million for the first quarter 2007, an increase of $5 million, or 4% due to higher average interest rates partially offset by lower average debt outstanding. Interest capitalized of $3.5 million in the first quarter 2007 was down slightly due to the timing of 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 2007, the company had other expense of $6 million, compared to other income of $4 million in 2006.

Income before income taxes for the first quarter 2007 was $596 million, a decrease of $19 million, or 3.1% due primarily to lower profits in U.S. and international beer and higher net interest expense. U.S. beer pretax profits declined $12 million primarily due to higher packaging materials and marketing expenses offsetting improved revenue per barrel and higher beer volume. International beer pretax income was down $5 million primarily due to lower results in the United Kingdom, partially offset by increased profits in China and

Canada. Packaging segment pretax profits were up $6 million on increased profits from all of its business, led by aluminum recycling operations. Entertainment segment pretax results were down slightly versus prior year.

Equity income increased $37 million, or 30% in the first quarter 2007 primarily from improved Grupo Modelo earnings from higher domestic volume and benefits associated with the new Crown import and distribution joint venture. Equity income includes a $17 million benefit from the return of an advertising fund that was part of a prior import contract, partially offset by a timing change in the recognition of Modelo’s export sales to the U.S.

Anheuser-Busch’s effective tax rate was 39.9% in the first quarter 2007, an increase of 110 basis points primarily due to higher taxes on foreign earnings. Net income of $518 million in the first quarter of 2007 represented an increase of $18 million, or 3.7%. Diluted earnings per share were $.67, up $.03 from prior year, or 4.7%. Earnings per share benefited from the repurchase of more than nine million shares in the first quarter under the company’s on-going share repurchase program.

Liquidity and Financial Condition

Cash at March 31, 2007 was $274 million, an increase of $55 million from the December 31, 2006 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 $556 million for the first quarter 2007, an increase of $115 million due primarily to the difference in first quarter discretionary contributions made to the company’s defined benefit pension plans. In 2007, the company contributed $85 million compared to $214 million in 2006. Discretionary pension contributions are made in addition to the company’s required annual pension funding, which is estimated to be $58 million in 2007. Working capital increased $240 million due to first quarter 2007 bonus payments and higher inventories and

receivables. There have been only normal and recurring changes in the company’s cash commitments since December 31, 2006.

Capital expenditures during the first quarter 2007 were $154 million, compared to $159 million for the first quarter 2006. Full year 2007 capital expenditures are expected to be approximately $950 million. Acquisition spending for the first quarter relates primarily to the acquisition by company-owned beer wholesale operations of exclusive distribution rights for the InBev European brand portfolio in certain markets.

At its April 2007 meeting, the Board of Directors declared a regular quarterly dividend of $.295 per share on outstanding shares of the company’s common stock, payable June 11, 2007 to shareholders of record May 9, 2007. The dividend rate for the comparable 2006 period was $.27 per share.

The company’s debt balance increased a net $623 million since December 31, 2006, compared to a net increase of $155 million during the first quarter 2006. The details of the quarterly changes in debt are outlined below (in millions).

Description				Amount		Interest Rate (Fixed Unless Noted)
First Three Months of 2007
Increases:
	U.S. Dollar Notes			$317.3		$300.0 at 5.6% and $17.3 at 5.54%
	Commercial Paper			264.2		5.38% Wtd. avg., floating
	Other, net			41.9		Various
		Total increases		623.4
Decreases:
	Other, net			(0.7	)	Various
			Net increase in debt	$622.7

First Three Months of 2006
Increases:
	U.S. Dollar Debentures			$300.0		5.75%
	Other, net			1.0		Various
		Total increases		301.0
Decreases:
	Commercial Paper			(136.9	)	4.53% Wtd. avg., floating
	Other, net			(8.8	)	Various
		Total decreases		(145.7	)
			Net increase in debt	$155.3

The company has $1.1 billion of debt available for issuance through existing SEC shelf registrations.

The company’s commercial paper borrowings of $923 million at March 31, 2007 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 company’s quarter-end interest rate for commercial paper borrowing was 5.39%.

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. Since December 31, 2006, 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.

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, 2007 and have concluded that they are effective as of March 31, 2007 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On September 19, 2006, one of the Company’s cansheet suppliers, Novelis Corporation (“Novelis”), instituted a lawsuit seeking relief from continued performance of its obligations under its cansheet supply agreement with the Company. This action is being heard in federal court in the Northern District of Ohio. The Company believes that the assertions of Novelis are without merit, intends to vigorously defend its rights under the cansheet supply agreement and expects to prevail in the litigation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 3, 2007, the company issued out of treasury shares a total of 3,900 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’ 2007 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 2007 (in millions, except per share):

	Shares	Avg. Price
Shares Remaining Authorized Under Disclosed Repurchase Programs at December 31, 2006	114.7

Share Repurchases
January	2.4	$50.12
February	3.6	$50.49
March	3.4	$49.30
Total First Quarter 2007 Repurchases	9.4

Shares Remaining Authorized Under Disclosed Repurchase Programs at March 31, 2007	105.3

All shares are repurchased under Board of Directors authorization. In December 2006, the Board authorized a new program to repurchase 100 million shares. This program is in addition to the program to repurchase 100 million shares that was authorized in March 2003. There is no prescribed termination date for any stock repurchase program. The numbers of shares shown include shares delivered to the company to exercise stock options.

Item 4. Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of the Company held April 25, 2007, the following matters were voted on:

1.	Election of August A. Busch III, August A. Busch IV, Carlos Fernandez G., James R. Jones, Andrew C. Taylor and Douglas A. Warner III to serve as directors of the company for a term of one year.

	For	Withheld
August A. Busch III	654,652,737	17,512,601
August A. Busch IV	654,083,409	18,081,929
Carlos Fernandez G.	638,730,334	33,435,004
James R. Jones	655,982,782	16,182,556
Andrew C. Taylor	655,103,978	17,061,360
Douglas A. Warner III	654,985,139	17,180,199

2.	Approve the 2007 Equity and Incentive Plan

For	477,488,405
Against	79,492,619
Abstain	8,164,390
Non-Votes	107,019,924

3.	Approve the Global Employee Stock Purchase Plan

For	540,633,403
Against	18,177,431
Abstain	6,334,879
Non-Votes	107,019,625

4.	Approve the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2007

For	661,143,563
Against	5,734,567
Abstain	5,287,208
Non-Votes	0

Item 6. Exhibits

Exhibit		Description

10.32		Form of Notice of Award and Information Memorandum under Anheuser-Busch Companies, Inc. 2006 Restricted Plan for Non-Employee Directors.

10.33		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.

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 27, 2007



	/s/ John F. Kelly
	John F. Kelly Vice President and Controller (Chief Accounting Officer) April 27, 2007

EX-10.32 2 ex10p32.htm EXHIBIT 10.32 Exhibit 10.32

Exhibit 10.32

Date

Name and

Address of Director

Re: Notice of Award under Anheuser-Busch Companies, Inc.

2006 Restricted Stock Plan for Non-Employee Directors

Dear:

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 25, 2007
Vesting Schedule (dates when Restricted Stock becomes non-forfeitable and freely transferable)	167 on date of 2008 Annual Meeting 167 on date of 2009 Annual Meeting 166 on date of 2010 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 25, 2007

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

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.

°	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.

·	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

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

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.

EX-10.33 3 ex10p33.htm EXHIBIT 10.33 Exhibit 10.33

Exhibit 10.33

Date

Name and

Address of Director

Re: Notice of Award under Anheuser-Busch Companies, Inc.

2006 Restricted Stock Plan for Non-Employee Directors

Dear:

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 25, 2007
Vesting Schedule (dates when Restricted Stock becomes non- forfeitable and freely transferable)	167 on date of 2008 Annual Meeting 167 on date of 2009 Annual Meeting 166 on date of 2010 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.

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 25, 2007

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

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:

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.

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

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

Administration

Numerical Award Limits

Terms of Restricted Stock and Restricted Stock Units

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.

°	You will have the right to receive all dividends declared and paid with respect to such Stock.

·	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

·	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.

·	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

Stock will equal the amount includible in your gross income when the restrictions lapse.

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.

Parachute Payments

REPORTING REQUIREMENTS AND

RESTRICTIONS ON SALES AND PURCHASES

General

Restricted Stock

SEC rules currently provide that Awards of Restricted Stock are treated as exempt

Restricted Stock Units

ADDITIONAL RESTRICTIONS ON SALES

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.

EX-12 4 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,
	2007	2006	2006	2005	2004	2003	2002
Earnings
Consolidated pretax income	$596.2	$615.4	$2,276.9	$2,057.4	$2,812.1	$2,643.9	$2,473.2
Dividends received from equity investees	--	--	247.0	210.1	179.0	169.2	46.7
Net interest capitalized	3.5	3.0	10.8	8.3	7.7	3.3	10.8
Fixed charges	130.3	125.7	498.5	502.3	471.1	442.6	406.8
Adjusted earnings	$730.0	$744.1	$3,033.2	$2,778.1	$3,469.9	$3,259.0	$2,937.5

Fixed Charges
Interest expense	$119.9	$115.1	$451.3	$454.5	$426.9	$401.5	$368.7
Interest portion of rent expense ¹^/	9.0	9.3	41.9	42.5	38.9	36.3	34.1
Amortization of deferred debt issuance costs	1.4	1.3	5.3	5.3	5.3	4.8	4.0
Total fixed charges	$130.3	$125.7	$498.5	$502.3	$471.1	$442.6	$406.8
Ratio	5.6X	5.9X	6.1X	5.5X	7.4X	7.4X	7.2X

1/ The interest portion of rent expense is calculated as one-third of total rents paid.

EX-31.1 5 ex31p1.htm EXHIBIT 31.1 Exhibit 31.1

Exhibit 31.1

CERTIFICATION

I, August A. Busch IV, 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;

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

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):

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 27, 2007	/s/ August A. Busch IV
		August A. Busch IV
		President and Chief Executive Officer
		Anheuser-Busch Companies, Inc.

EX-31.2 6 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;

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):

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 27, 2007	/s/ W. Randolph Baker
		W. Randolph Baker
		Vice President and Chief Financial Officer
		Anheuser-Busch Companies, Inc.

EX-32.1 7 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, 2007

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, 2007 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 27, 2007	/s/ August A. Busch IV
		August A. Busch IV
		President and Chief Executive Officer
		Anheuser-Busch Companies, Inc.

EX-32.2 8 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, 2007

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, 2007 and filed with the Securities and Exchange Commission (“Form 10-Q”).

Date:	April 27, 2007	/s/ W. Randolph Baker
		W. Randolph Baker
		Vice President and Chief Financial Officer
		Anheuser-Busch Companies, Inc.

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"_]D_ ` end

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