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, 2006
OR
( ) Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the Transition period From to
---------- ----------
Commission File Number
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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 Employees Covered By A Collective Bargaining Agreement)
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
[PRICEWATERHOUSECOOPERS LLP Logo]
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PRICEWATERHOUSECOOPERS LLP
800 Market Street
St Louis MO 63101-2695
Telephone (314) 206 8500
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator
of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For
Employees Covered by a Collective
Bargaining Agreement)
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 Employees Covered by a Collective Bargaining Agreement)
(the "Plan") at March 31, 2006 and 2005, 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
August 21, 2006
1
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2006 AND 2005
-------------------------------------------------------------------------------------------------------
2006 2005
ASSETS
Contributions receivable
Participant $ 706,544 $ 6,867
Employer 366,350 4,461
-------------- --------------
1,072,894 11,328
Interest in Master Trust* 1,056,539,879 1,151,111,031
-------------- --------------
Total assets 1,057,612,773 1,151,122,359
-------------- --------------
Net assets available for benefits $1,057,612,773 $1,151,122,359
============== ==============
* Represents more than 5 percent 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 EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
MARCH 31, 2006 AND 2005
-----------------------------------------------------------------------------------------------------------------
2006 2005
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Contributions
Participants $ 36,012,526 $ 36,548,733
Employer 19,814,562 1,548,058
Rollovers 258,163 319,955
-------------- --------------
Total contributions 56,085,251 38,416,746
Change in fair value of Interest in Master Trust (1,779,328) (21,458,036)
-------------- --------------
Total additions 54,305,923 16,958,710
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Distributions to participants 124,247,105 174,887,325
-------------- --------------
Net decrease (69,941,182) (157,928,615)
Net transfers out (23,568,404) (26,763,921)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 1,151,122,359 1,335,814,895
-------------- --------------
End of year $1,057,612,773 $1,151,122,359
============== ==============
The accompanying notes are an integral part of these financial statements.
3
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
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1. PLAN DESCRIPTION
The following description of the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Employees Covered by a
Collective Bargaining Agreement) (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
employees of Anheuser-Busch Companies, Inc. (the "Company") and
certain subsidiaries of the Company who are members of collective
bargaining units and whose collective bargaining agreement
specifically provides for participation of such members. 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 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 employee of a participating employer (other than employees not
covered by a collective bargaining agreement) of the Company is
eligible to participate in the Plan after one year of service,
during which the employee worked 1,000 hours. Participation by
eligible employees is voluntary.
CONTRIBUTIONS
A participant may make matched and unmatched contributions. Both
matched and unmatched contributions may be before-tax and after-tax.
A participant may contribute from 1 percent to 6 percent 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 percent nor more than 6
percent of the participant's base compensation. In addition, a
participant may contribute from 1 percent to 44 percent 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 percent
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
percent 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
percent nor more than 125 percent of the aggregate participant
matched contributions.
4
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
-------------------------------------------------------------------------------
Participant contributions received by the Plan are invested in one
or more investment funds as directed by the participant. At least
one-half of each participant's both Before-Tax and After-Tax Matched
Contributions (Employer Contributions) must be invested in the
Company Stock Fund for certain periods of time. The participant may
direct the remaining one-half of each type of matched contribution
and all of the unmatched contributions in increments of 1 percent
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.
FORFEITED ACCOUNTS
Forfeitures result from a participant's withdrawal, retirement or
termination before the participant is 100 percent vested in employer
matching contributions. Forfeited nonvested amounts are used to
reduce future employer contributions. Forfeitures for the years
ended March 31, 2006 and 2005 were $11,910 and $0, 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 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 percent of
the vested account balance. The interest rate for the life of the
loan is set quarterly at prime plus one percentage point based on
the prime rate 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.
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ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
-------------------------------------------------------------------------------
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 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
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ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
-------------------------------------------------------------------------------
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.
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.
3. INTERESTS IN ANHEUSER-BUSCH COMPANIES, INC. DEFINED CONTRIBUTION
MASTER TRUST
At March 31, 2006 and 2005, the Plan's interest in the assets of the
Master Trust was approximately 36 percent and 38 percent,
respectively, of total Master Trust assets.
The following table presents the fair value of investments for the
Master Trust:
MARCH 31,
-----------------------------------
2006 2005
INVESTMENTS AT FAIR VALUE
Anheuser-Busch common stock* $1,782,261,825 $2,227,645,078
Equity index* 256,899,770 237,879,050
Mid/Small cap* 238,180,545 170,740,550
Medium-term fixed income 57,653,531 68,389,798
Short-term fixed income 83,001,455 59,825,888
Managed balanced 71,895,665 49,685,191
Index balanced 52,816,909 39,578,922
International stock* 263,277,554 82,582,696
Participant loans 97,247,129 104,709,312
-------------- --------------
$2,903,234,383 $3,041,036,485
============== ==============
* Represents more than 5 percent of net assets available for benefits.
7
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
-------------------------------------------------------------------------------
Investment income for the Master Trust is as follows:
YEAR ENDED MARCH 31,
----------------------------------
2006 2005
NET APPRECIATION/(DEPRECIATION) IN FAIR VALUE
OF INVESTMENTS
Anheuser-Busch common stock $(160,799,227) $(124,412,640)
Equity index 27,950,460 12,493,703
Mid/Small cap 43,141,890 7,363,685
Managed balanced 7,599,634 1,962,222
Index balanced 5,298,064 1,427,639
Medium-term fixed income 1,402,435 (399,699)
International stock 55,339,183 496,958
Short-term fixed income 3,104,374 3,987,615
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$ (16,963,187) $ (97,080,517)
============= =============
Interest $ 5,083,413 $ 5,595,982
Dividends 46,631,581 47,717,525
Net decrease in net assets during year (136,413,510) (303,483,289)
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, 2006 and 2005 to
the Plan's Form 5500:
2006 2005
Net assets available for benefits per the
financial statements $1,057,612,773 $1,151,122,359
Amounts allocated to withdrawing participants (640,698) (685,579)
-------------- --------------
Net assets available for benefits per the Form 5500 $1,056,972,075 $1,150,436,780
============== ==============
8
ANHEUSER-BUSCH DEFERRED INCOME STOCK
PURCHASE AND SAVINGS PLAN
(FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2006 AND 2005
-------------------------------------------------------------------------------
The following is a reconciliation of distributions to participants
per the financial statements for the year ended March 31, 2006 to
the Plan's Form 5500:
Distributions to participants per the
financial statements $124,247,105
Add: Amounts allocated to withdrawing
participants at March 31, 2006 640,698
Deduct: Amounts allocated to withdrawing
participants as of March 31, 2005 (685,579)
------------
Distributions to participants per Form 5500 $124,202,224
============
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, 2006, but not yet paid as of that
date.
6. PARTY-IN-INTEREST TRANSACTIONS
During the years ended March 31, 2006 and 2005, transactions between
the Master Trust and the Company included aggregate common stock
purchases totaling $130,624,118 and $211,482,877, respectively, and
aggregate common stock sales totaling $261,909,234 and $298,430,535,
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, 2006 and 2005, 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
$359,492,799 and $455,150,062, respectively, and aggregate
investment sales totaling $353,508,527 and $461,650,733,
respectively. These transactions are allowable party-in-interest
transactions under Sections 408(e) 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 EMPLOYEES
COVERED BY A COLLECTIVE BARGAINING
AGREEMENT)
By: /s/ JOHN T. FARRELL
--------------------------------
John T. Farrell
Vice President,
Employee Benefits
Anheuser-Busch Companies, Inc.
Dated: September 26, 2006
10