þ | Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
o | Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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* | ||
Schedule 1. Schedule of Assets ( Held at End of Year ) |
B. | Exhibits | |
23 Consent of Independent Registered Public Accounting Firm |
* | Other supplemental schedules required by 29 CFR 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. |
2
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 |
4-10 | |||
Additional Information* |
||||
Schedule 1: Schedule of Assets (Held at End of Year) |
11 |
* | Other supplemental schedules required by 29 CFR 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. |
PricewaterhouseCoopers LLP | ||
800 Market St. | ||
St Louis MO 63101-2695 | ||
Telephone (314) 206 8500 | ||
Facsimile (314) 206 8514 | ||
www.pwc.com |
2008 | 2007 | |||||||
Assets |
||||||||
Contributions receivable |
||||||||
Participant |
$ | 675,127 | $ | 658,274 | ||||
Employer |
313,988 | 292,676 | ||||||
989,115 | 950,950 | |||||||
Interest in Master Trust (Note 3) |
1,071,892,407 | 1,162,719,082 | ||||||
Total assets |
1,072,881,522 | 1,163,670,032 | ||||||
Net assets available for benefits |
$ | 1,072,881,522 | $ | 1,163,670,032 | ||||
2
2008 | 2007 | |||||||
(Restated) | ||||||||
Additions to net assets attributed to |
||||||||
Contributions |
||||||||
Participants |
$ | 35,374,052 | $ | 34,957,455 | ||||
Employer |
16,663,507 | 15,629,445 | ||||||
Rollovers |
620,144 | 255,386 | ||||||
Total contributions |
52,657,703 | 50,842,286 | ||||||
Plan interest in Master Trust investment (loss) income |
(30,258,476 | ) | 166,173,065 | |||||
Total additions |
22,399,227 | 217,015,351 | ||||||
Deductions from net assets attributed to |
||||||||
Distributions to participants |
112,390,781 | 110,940,172 | ||||||
Net (decrease)/increase |
(89,991,554 | ) | 106,075,179 | |||||
Net transfers (out) |
(796,956 | ) | (17,920 | ) | ||||
Net assets available for benefits |
||||||||
Beginning of year |
1,163,670,032 | 1,057,612,773 | ||||||
End of year |
$ | 1,072,881,522 | $ | 1,163,670,032 | ||||
3
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 Plans 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 Plans 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 Plans named fiduciaries. The Plan is administered through the Companys Human Resources Service Center, the Companys Retirement Plans Department and the Companys 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 (other than employees not covered by a collective bargaining agreement) of the Company is eligible to participate in the Plan after completing 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 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. These aggregate participant matched contributions may not exceed 6% of the participants base compensation. Participants may make additional contributions from 1% to 44% of their base compensation through payroll deductions for Before-Tax Unmatched Contributions and After-Tax Unmatched Contributions, subject to limitations as set forth in the Plan agreement. The sum of Before-Tax Matched and Unmatched Contributions must not exceed 50% of a participants base compensation, subject to certain limitations of the Internal Revenue Code. The sponsor then contributes a matching cash amount which is determined annually, based on the relationship of the Companys net income to its payroll expense for the year most recently ended. However, in no event may the participating employers matching contribution be less than 33-1/3% nor more than 125% of the aggregate participant matched contributions. For 2008 and 2007, the employers matching contributions were 91% and 85%, respectively, of the aggregate participant matched contributions. |
4
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 participants both Before-Tax and After-Tax Matched 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 participants matched contributions as well as the participants 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 initially invested in the Company Stock Fund and must remain so invested until the participant completes three years of service or reaches age 50, whichever occurs first. | ||
Forfeited Accounts | ||
Forfeitures result from a participants retirement or termination before the participant is 100% vested in employer matching contributions. Forfeited nonvested amounts are used to reduce future employer contributions. At March 31, 2008 and 2007 forfeited nonvested accounts totaled $22,105 and $17,173, respectively, and no forfeitures were used to reduce employer contributions during the Plan years ended March 31, 2008 and 2007. | ||
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 made in lump sum and are comprised of the participants 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 the movement of funds between the Plan, the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan and the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries). | ||
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% 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 |
5
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. | ||
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 participants 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. | ||
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 Plans assets and the assets of other stock purchase and savings plans sponsored by the Company. | ||
Short-term investments are valued at cost, which approximates fair value. Investments in registered investment companies or collective investment funds are valued at net asset value. Investments traded on U.S. security exchanges are valued at closing market prices on the valuation date. Participant loans are valued at cost, which approximates fair value. | ||
In accordance with the policy of stating investments at fair value, the Plan presents, in the Statements of Changes in Net Assets Available for Benefits, the Plan interest in Master Trust investment income, which consists of earned income, realized gains or losses and the unrealized appreciation or depreciation on the underlying investments in the Master Trust. | ||
Risk and Uncertainties | ||
The Master Trusts 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. | ||
Payment of Benefits | ||
Benefits are recorded when paid. |
6
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, including Plan expenses, are paid by the Company. | ||
New Accounting Pronouncements | ||
In September 2007, 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, 2008. Plan management is in the process of evaluating the impact of the adoption of SFAS 157 on the Plans financial statements. | ||
3. | Interests in Anheuser-Busch Companies, Inc. Defined Contribution Master Trust | |
At March 31, 2008 and 2007, the Plans interest in the assets of the Master Trust was approximately 35% and 36%, respectively, of total Master Trust assets. The Plans interest in the Master Trust is comprised of the aggregate of the individual participants investments and earnings therein. | ||
The following table presents the fair value of investments for the Master Trust: |
March 31, | ||||||||
2008 | 2007 | |||||||
Investments at fair value |
||||||||
Common stock |
$ | 1,815,855,775 | $ | 2,046,283,127 | ||||
Commingled funds |
1,185,245,671 | 1,117,716,207 | ||||||
Participant loans |
99,088,137 | 96,075,960 | ||||||
$ | 3,100,189,583 | $ | 3,260,075,294 | |||||
Year ended March 31, | ||||||||
2008 | 2007 | |||||||
(Restated) | ||||||||
Net (depreciation)/appreciation in fair value
of investments |
||||||||
Common stock |
$ | (123,754,426 | ) | $ | 270,063,131 | |||
Commingled funds |
(38,948,523 | ) | 94,863,747 | |||||
(162,702,949 | ) | 364,926,878 | ||||||
Interest |
6,541,507 | 5,562,159 | ||||||
Dividends |
49,316,000 | 47,852,718 | ||||||
Net investment (loss)/income |
$ | (106,845,442 | ) | $ | 418,341,755 | |||
7
4. | Nonparticipant Directed Investments | |
Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows: |
March 31, | ||||||||
2008 | 2007 | |||||||
Net Assets |
||||||||
Common stock |
$ | 713,542,544 | $ | 808,617,516 | ||||
$ | 713,542,544 | $ | 808,617,516 | |||||
Year ended March 31, | ||||||||
2008 | 2007 | |||||||
Changes in net assets |
||||||||
Contributions |
$ | 41,163,618 | $ | 41,216,909 | ||||
Dividends |
19,719,546 | 19,074,143 | ||||||
Net (depreciation)/appreciation |
(55,076,779 | ) | 103,025,978 | |||||
Benefits paid to participants |
(17,788,107 | ) | (16,917,417 | ) | ||||
Net transfers in |
(617,556 | ) | 31,613 | |||||
Transfers to participant-directed investments |
(82,475,694 | ) | (51,262,473 | ) | ||||
$ | (95,074,972 | ) | $ | 95,168,753 | ||||
5. | 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. | ||
6. | Reconciliation of Financial Statements to 5500 | |
The following is a reconciliation of net assets available for benefits per the financial statements at March 31, 2008 and 2007 to the Plans Form 5500: |
2008 | 2007 | |||||||
Net assets available for benefits per the
financial statements |
$ | 1,072,881,522 | $ | 1,163,670,032 | ||||
Amounts allocated to withdrawing participants |
(190,610 | ) | (59,336 | ) | ||||
Net assets available for benefits per the Form 5500 |
$ | 1,072,690,912 | $ | 1,163,610,696 | ||||
8
The following is a reconciliation of distributions to participants per the financial statements for the year ended March 31, 2008 to the Plans Form 5500: |
Distributions to participants per the
financial statements |
$ | 112,390,781 | ||
Add: Amounts allocated to withdrawing
participants at March 31, 2008 |
190,610 | |||
Deduct: Amounts allocated to withdrawing
participants as of March 31, 2007 |
(59,336 | ) | ||
Distributions to participants per Form 5500 |
$ | 112,522,055 | ||
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, 2008, but not yet paid as of that date. | ||
7. | Party-in-Interest Transactions | |
During the years ended March 31, 2008 and 2007 transactions between the Master Trust and the Company included aggregate common stock purchases totaling $557,747,148 and $321,576,876, respectively, and aggregate common stock sales totaling $624,334,834 and $293,094,176, respectively. The net asset value of the investments was $1,780,968,703 and $1,910,460,997 at March 31, 2008 and 2007, 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, 2008 and 2007, 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 $912,923,513 and $460,246,662, respectively, and aggregate investment sales totaling $908,914,135 and $455,102,693, respectively. The net asset value of the fund was $28,051,806 and $24,042,428 at March 31, 2008 and 2007, 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 years ended March 31, 2008 and 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 $95,900,657 and $83,821,472, respectively, and aggregate investment sales totaling $89,256,824 and $74,868,517, respectively. The net asset value of the fund was $308,114,360 and $320,447,891 at March 31, 2008 and 2007, respectively. These transactions are allowable party-in-interest transactions under Sections 408(3) and 408(b)8 of ERISA and the regulations promulgated thereunder. |
9
During the years ended March 31, 2008 and 2007, the Master Trust purchased and sold investments in the Employee Benefit Daily Liquidity Market Completion Fund of Mellon Bank, N.A., the Plan trustee. Transactions with the Fund included aggregate investment purchases totaling $79,149,332 and $83,936,184, respectively, and aggregate investment sales totaling $109,897,154 and $100,172,401, respectively. The net asset value of the Fund was $191,443,363 and $243,812,678 at March 31, 2008 and 2007, respectively. These transactions are allowable party-in-interest transactions under Sections 408(3) and 408(b)8 of ERISA and the regulations promulgated thereunder. | ||
8. | Restatement of Financial Statements | |
The accompanying March 31, 2007 financial statements have been restated in order to correct the improper inclusion within net transfers of amounts representing plan interest in Master Trust investment income within the Statement of Changes in Net Assets Available for Benefits. Neither Plan assets nor assets available for benefits were affected by this error. |
March 31, | ||||||||
2007 | March 31, | |||||||
(as Previously | 2007 | |||||||
Reported) | (Restated) | |||||||
Plan interest in Master Trust investment income |
$ | 185,366,835 | $ | 166,173,065 | ||||
Total additions |
236,209,121 | 217,015,351 | ||||||
Net increase in assets |
125,268,949 | 106,075,179 | ||||||
Net transfers (out) |
(19,211,690 | ) | (17,920 | ) |
Footnote 3 has been restated accordingly for the Master Trust. |
10
(c) Description of investment including | ||||||||||
(a) (b) Identity of Issue, borrower, | maturity date, rate of interest, collateral, | (e) Current | ||||||||
lessor or similar party | par, or maturity value | (d) Cost | value | |||||||
* Anheuser-Busch Companies, Inc. master trust |
master trust | $ | 1,014,973,835 | $ | 1,028,030,798 | |||||
* Participant Loans |
5.00 percent to 10.50 percent, maturing through 2018 | 46,861,609 | 46,861,609 | |||||||
$ | 1,061,835,444 | $ | 1,074,892,407 | |||||||
* | Investment represents allowable transaction with a party-in-interest. |
11
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) |
||||
By: | /s/ James G. Brickey | |||
James G. Brickey | ||||
Vice President - Human Resources
Total Rewards Anheuser-Busch Companies, Inc. |
||||
12