UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(x) Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Fiscal year ended March 31, 2007
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Transition period From to
---------- ----------
Commission File Number
-----------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of Anheuser-Busch Companies, Inc.
and its Subsidiaries)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ANHEUSER-BUSCH COMPANIES, INC.
One Busch Place
St. Louis, Missouri 63118
REQUIRED INFORMATION
A. Financial Statements and Exhibits
---------------------------------
Report of Independent Registered Public Accounting Firm
Financial Statements:
Statements of Net Assets Available for Benefits
Statements of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Additional Information*
B. Exhibits
23 Consent of Independent Registered Public Accounting Firm
*Schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules
and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
2
ANHEUSER-BUSCH DEFERRED
INCOME STOCK PURCHASE AND
SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC. AND
ITS SUBSIDIARIES)
FINANCIAL STATEMENTS
MARCH 31, 2007 AND 2006
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
INDEX
MARCH 31, 2007 AND 2006
-------------------------------------------------------------------------------
PAGE(S)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.....................1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits.............................2
Statements of Changes in Net Assets Available for Benefits..................3
Notes to Financial Statements.............................................4-9
[PRICEWATERHOUSECOOPERS LLP logo]
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PRICEWATERHOUSECOOPERS LLP
800 Market St.
St Louis MO 63101-2695
Telephone (314) 206 8500
Facsimile (314) 206 8514
www.pwc.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Certain Hourly
Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries)
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Anheuser-Busch Deferred Income Stock Purchase and Savings
Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its
Subsidiaries) (the "Plan") at March 31, 2007 and 2006, and the changes in net
assets available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
June 29, 2007
1
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2007 AND 2006
---------------------------------------------------------------------------------------------------------
2007 2006
ASSETS
Contributions receivable
Participant $ 163 $ 307
Employer 111 335
------------ -----------
274 642
Interest in Master Trust* 110,088,388 88,120,925
------------ -----------
Total assets 110,088,662 88,121,567
------------ -----------
Net assets available for benefits $110,088,662 $88,121,567
============ ===========
* Represents more than 5% of net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
2
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED MARCH 31, 2007 AND 2006
---------------------------------------------------------------------------------------------------------------
2007 2006
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Contributions
Participants $ 5,590,009 $ 5,475,677
Employer 3,502,627 4,169,579
Other 35,640 15,647
------------ -----------
Total contributions 9,128,276 9,660,903
Change in fair value of Interest in Master Trust 20,503,104 (2,182,976)
------------ -----------
Total additions 29,631,380 7,477,927
------------ -----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Distributions to participants 4,694,471 5,898,345
------------ -----------
Net increase 24,936,909 1,579,582
Net transfers out (2,969,814) (377,067)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 88,121,567 86,919,052
------------ -----------
End of year $110,088,662 $88,121,567
============ ===========
The accompanying notes are an integral part of these financial statements.
3
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 AND 2006
-------------------------------------------------------------------------------
1. PLAN DESCRIPTION
The following description of the Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan (For Certain Hourly Employees of
Anheuser-Busch Companies, Inc. and its Subsidiaries) (the "Plan") is
provided for general informational purposes only. Participants should
refer to the Plan document for a more complete description of the
Plan's provisions.
GENERAL
The Plan is a defined contribution plan covering substantially all
hourly employees (other than those covered by a collective bargaining
agreement) of the Company's following subsidiaries: Busch
Entertainment Corporation, Busch Properties of Florida, Inc., Sea
World of California, Inc., Sea World of Florida, Inc. and Sea World
of Texas, Inc. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
PLAN ADMINISTRATION
The Plan's named fiduciaries are Anheuser-Busch Companies, Inc. (the
"Company"), as Sponsor and Plan Administrator, and Mellon Bank, N.A.,
as the Trustee. As Sponsor, the Company has the right to amend the
Plan and designate the Plan's named fiduciaries. The Plan is
administered through the Human Resources Service Center, the
Retirement Plans Department and the Stock Plans Appeals Committee,
all located in St. Louis, Missouri. The Trustee has the authority to
hold the assets of the trust in accordance with the provisions of the
Plan and the separate trust agreement.
ELIGIBILITY
Each hourly employee (other than employees covered by a collective
bargaining agreement, if any) of the above subsidiaries is eligible to
participate in the Plan after completing one year of service, in
which 1,000 hours of service are completed. Participation by eligible
employees is voluntary.
CONTRIBUTIONS
A participant may make matched and unmatched contributions. Both
matched and unmatched contributions may be before-tax or after-tax. A
participant may contribute from 1% to 6% of their base compensation
through payroll deductions for Before-Tax Matched Contributions and
After-Tax Matched Contributions. The sum of these matched
contributions may not be less than 1% nor more than 6% of the
participant's base compensation. In addition, a participant may
contribute from 1% to 44% of their base compensation through payroll
deductions for Before-Tax Unmatched Contributions and After-Tax
Unmatched Contributions; however, the unmatched contribution rates
may not exceed 44% of the participant's base compensation and are
subject to other limitations as set forth in the Plan agreement. In
addition, the sum of Before-Tax Matched and Unmatched Contributions
must not exceed 50% of a participant's base compensation, subject to
certain limitations of the Internal Revenue Code. The participant's
employer then contributes a matching amount determined annually based
on the relationship of the Company's net income to its payroll
expense for the year most recently ended. However, in no event may
the participating employer's matching contribution be less than
33-1/3% nor more than 125% of the aggregate participant matched
contributions.
4
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 AND 2006
-------------------------------------------------------------------------------
Participant contributions received by the Plan are invested in one or
more investment funds as directed by the participant. Prior to April
1, 2007, at least one-half of each participant's both Before-Tax and
After-Tax Matched Contributions (Employer Contributions) was required
to be invested in the Company Stock Fund for certain periods of time.
Effective April 1, 2007, this requirement has been eliminated, and a
participant may direct all of the participant's matched contributions
as well as the participant's unmatched contributions in increments of
1% into any fund established under the Plan. Earnings are reinvested
in the fund to which they relate. All employer contributions are
invested in the Company Stock Fund and must remain so invested until
completing three years of service or attaining age 50, whichever comes
first.
FORFEITED ACCOUNTS
Forfeitures result from a participant's retirement or termination
before the participant is 100% vested in employer matching
contributions. Forfeited nonvested amounts are used to reduce future
employer contributions. Forfeitures for the years ended March 31, 2007
and 2006 were $10,581 and $75,275, respectively.
VESTING
Participants are immediately vested in their voluntary contributions
and rollover contributions, plus related earnings. Company matching
contributions vest after two years of service. Company contributions
also vest upon termination of employment by reason of death, permanent
disability, entry into military service, layoff exceeding twelve
months, upon termination of employment for any reason, including
retirement, after reaching age 60, or in the event of a "change in
control" of the Company as defined by the Plan.
PAYMENT OF BENEFITS
The Plan permits in-service withdrawals as defined in the Plan
document, subject to certain restrictions. Distributions for
terminations are comprised of the participant's personal contribution
portion and the vested Company contribution portion of their account.
Distributions for whole numbers of shares held in the Company stock
fund are payable in Company shares, while the value of fractional
shares and all interests in the other funds are payable in cash.
Alternatively, the participant may elect to have nonshare investments
transferred to the Company Stock Fund and distributed thereafter in
shares with fractional shares distributed in cash. In-service
distributions are payable at the election of the participant in
Company shares or in cash.
TRANSFERS
Transfers represent new loans, loan repayments and the movement of
funds between investment options.
PARTICIPANT LOANS
A participant may borrow from Before-Tax and/or After-Tax vested
account balances subject to certain conditions. The minimum loan
amount is $1,000; the maximum amount is the lesser of $50,000 less the
highest outstanding loan balance under the Plan during the one-year
period ending on the day before the loan is made, or 50% of the vested
account balance. The interest rate for the life of the loan is set
quarterly at prime plus one percentage point at the end of the
preceding quarter. The term of a loan for the purchase of a principal
residence may be up to 10 years; the term of a loan for any other
reason may not exceed 5 years.
5
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 AND 2006
-------------------------------------------------------------------------------
PLAN TERMINATION
The Company intends to continue the Plan indefinitely. However, the
Company may at any time and for any reason, subject to the provisions
of ERISA, suspend or terminate the Plan provided that such action does
not adversely affect the rights of any participant under the Plan.
Such termination would result in the immediate and full vesting of
each participant's account balance. The Trustee would then retain the
assets until otherwise distributable under the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements have been prepared using the
accrual method of accounting, except that distributions to
participants are recorded when paid.
USE OF ESTIMATES
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and changes therein, and disclosure of
contingent liabilities. Actual results could differ from those
estimates.
INVESTMENTS
The Anheuser-Busch Companies, Inc. Defined Contribution Master Trust
("Master Trust") has been established for each of the investment funds
for the investment of the Plan's assets and the assets of other stock
purchase and savings plans sponsored by the Company.
The Plan's interest in the Master Trust is recorded at fair value,
which is based on the fair value of the underlying investments in the
Master Trust.
In accordance with the policy of stating investments at fair value,
the Plan presents, in the statement of changes in net assets available
for benefits, the change in the fair value of its interest in the
Master Trust, which consists of the realized gains or losses and the
unrealized appreciation or depreciation on the underlying investments
in the Master Trust.
ALLOCATION OF ASSETS
Units of participation in the Master Trust are allocated to
participating plans based on the relationship of individual plan
contributions to the market value of the Master Trust. Earned income,
realized and unrealized gains and losses, and administrative expenses
are retained in the Master Trust and are allocated to participating
plans by the Trustee, based on units of participation on the
transaction date.
RISKS AND UNCERTAINTIES
The Master Trust's investment fund options provide participants with a
variety of investment alternatives with differing levels of risk and
income potential. Investment securities are exposed to various risks,
such as significant world events, interest rate, credit and overall
market volatility risk. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is reasonably
possible that changes in the values of investments will occur in the
near term and that such changes could materially affect the amounts
reported in the statement of net assets available for benefits.
6
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 AND 2006
-------------------------------------------------------------------------------
ADMINISTRATIVE EXPENSES
Under the Master Trust agreement with the Trustee, the Company may pay
all expenses incurred in the administration of the Master Trust,
including trustee fees, but is not obligated to do so. Trustee
expenses not paid by the Company are paid by the Master Trust and
proportionately allocated to the participating plans. All other
expenses are paid by the Plan.
NEW ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard No. 157, Fair Value
Measurements ("SFAS 157"). The standard defines fair value, outlines a
framework for measuring fair value, and details the required
disclosures about fair value measurements. The standard is effective
for fiscal years beginning after November 15, 2007. Plan management is
in the process of evaluating the impact of the adoption of SFAS 157 on
the Plan's financial statements.
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION MASTER
TRUST
At both March 31, 2007 and 2006, the Plan's interest in the net assets
of the Master Trust was approximately 3% of total Master Trust assets.
The following table presents the fair value of investments for the
Master Trust:
MARCH 31,
------------------------------------
2007 2006
INVESTMENTS AT FAIR VALUE
Anheuser-Busch common stock* $2,046,283,127 $1,782,261,825
Equity index* 296,770,738 256,899,770
Mid/Small cap* 237,814,086 238,180,545
Medium-term fixed income* 65,177,471 57,653,531
Short-term fixed income* 121,966,440 83,001,455
Managed balanced 78,493,470 71,895,665
Index balanced 58,308,342 52,816,909
International stock* 259,185,660 263,277,554
Participant loans 96,075,960 97,247,129
-------------- --------------
$3,260,075,294 $2,903,234,383
============== ==============
* Represents more than 5% of net assets available for benefits.
7
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 AND 2006
-------------------------------------------------------------------------------
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31,
---------------------------------
2007 2006
NET APPRECIATION/(DEPRECIATION) IN FAIR VALUE
OF INVESTMENTS
Anheuser-Busch common stock $358,152,299 $(160,799,227)
Equity index 31,224,712 27,950,460
Mid/Small cap 15,936,260 43,141,890
Managed balanced 6,495,080 7,599,634
Index balanced 4,963,034 5,298,064
Medium-term fixed income 3,520,050 1,402,435
International stock 26,946,897 55,339,183
Short-term fixed income 5,777,714 3,104,374
------------ -------------
$453,016,046 $ (16,963,187)
============ =============
Interest $ 5,562,159 $ 5,083,413
Dividends 47,852,718 46,631,581
Net increase/(decrease) in net assets during year 356,611,594 (136,413,510)
4. INCOME TAX STATUS
The Plan received a favorable determination letter from the Internal
Revenue Service dated November 29, 2001, indicating that the Plan
qualifies under the applicable provisions of Section 401 of the IRC,
and is therefore exempt from federal income taxes. The Plan has since
been amended, however, the Plan administrator believes that the Plan
has continued to be designed and operated in compliance with the
applicable requirements of the IRC.
5. RECONCILIATION OF FINANCIAL STATEMENTS TO 5500
The following is a reconciliation of net assets available for benefits
per the financial statements at March 31, 2007 and 2006 to the Plan's
Form 5500:
2007 2006
Net assets available for benefits per the
financial statements $110,088,662 $88,121,567
Amounts allocated to withdrawing participants - (569)
------------ -----------
Net assets available for benefits per the Form 5500 $110,088,662 $88,120,998
============ ===========
8
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN HOURLY EMPLOYEES OF ANHEUSER-BUSCH COMPANIES, INC.
AND ITS SUBSIDIARIES)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007 AND 2006
-------------------------------------------------------------------------------
The following is a reconciliation of distributions to participants
per the financial statements for the year ended March 31, 2007 to
the Plan's Form 5500:
Distributions to participants per the
financial statements $4,694,471
Add: Amounts allocated to withdrawing -
participants at March 31, 2007
Deduct: Amounts allocated to withdrawing (571)
participant as of March 31, 2006
----------
Distributions to participants per Form 5500 $4,693,900
==========
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to March 31, 2007, but not yet paid as of that date.
6. PARTY-IN-INTEREST TRANSACTIONS
During the years ended March 31, 2007 and 2006, transactions between
the Master Trust and the Company included aggregate common stock
purchases totaling $321,576,876 and $130,624,118, respectively and
aggregate common stock sales totaling $293,094,176 and $261,909,234,
respectively. These transactions are allowable party-in-interest
transactions under Section 408(e) and 408(b)(8) of ERISA and the
regulations promulgated thereunder.
During the years ended March 31, 2007 and 2006, the Master Trust
purchased and sold investments in the Employee Benefit Temporary
Investment Fund of Mellon Bank N.A., the Plan trustee. Transactions
with the Fund included aggregate investment purchases totaling
$460,246,662 and $359,492,799, respectively and aggregate investment
sales totaling $455,102,693 and $353,508,527, respectively. These
transactions are allowable party-in-interest transactions under
Sections 408(e) and 408(b)(8) of ERISA and the regulations promulgated
thereunder.
During the year ended March 31, 2007, the Master Trust purchased and
sold investments in the Employee Benefit Daily Liquidity Stock Fund of
Mellon Bank, N.A., the Plan trustee. Transactions with the Fund
included aggregate investment purchases totaling $83,821,472 and
aggregate investment sales totaling $74,868,517. These transactions
are allowable party-in-interest transactions under Sections 408(3) and
408(b)8 of ERISA and the regulations promulgated thereunder.
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(For Certain Hourly Employees of
Anheuser-Busch Companies, Inc.
and its Subsidiaries)
By: /s/ John T. Farrell
--------------------------------
John T. Farrell
Vice President -
Corporate Human Resources
Anheuser-Busch Companies, Inc.
Dated: September 25, 2007
10