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

Anheuser-Busch reported gross sales of $4.9$4.4 billion during the thirdfirst quarter 2006,2007, an increase of $188 million, or 4%2.5%. Gross sales increased 4.9%, or $655 million, to $14 billion for the nine months. Net sales were $4.3$3.9 billion, and $12.3 billion, increasesan increase of $192 million and $622 million, respectively, or 4.7% and 5.3% for the two periods.2.7%. The differencesdifference between gross and net sales in 2006 are due to2007 reflects beer excise taxes of $596 million and $1.7 billion, respectively.$548 million.

The increases in both gross and net sales were driven bydue to sales increases for all operating segments. For the third quarterU.S. and nine months, respectively, domesticinternational beer and entertainment operations. U.S. beer segment net sales increased 3.9% and 3.8%3.6% on higher volumeimproved revenue per barrel and increased revenue per barrel; internationalsales volume. International beer net sales increased 3.8% and 7.6%8.5% primarily due to volume gainsincreases in China and Canada in both periods and in Mexico year-to-date; packagingCanada. Packaging operations net sales increased 6.3% and 10.3%declined 7.7% due to higherlower can and recycling revenues; andvolume, while entertainment segment sales increased 8.8% and 8.9%, respectively,were up 8.4% on higherincreased attendance and increased in-park spending.higher ticket pricing.

Marketing, distribution and administrative expenses were $738$666 million, an increase of $50 million, or 8.1% for the third quarter and $2.1 billion year-to-date, representing increases of $15 million for the quarter and $13 million year-to-date. These increases arefirst quarter. This increase is due to higher generalU.S. beer marketing costs, both to support trademark brands and administrativeincremental marketing and selling expense on the company’s new import beer portfolio, increased marketing costs partially offset by lower marketing expenses and favorable distributionin China, higher delivery costs for company-owned beer wholesale operations due to having one less location.wholesalerships, and increased administrative expenses. Administrative expenses for the first quarter include a FAS 88 charge and an asset disposition gain.

Operating income was $898$718 million, an increasea decrease of $156$4 million, or 21%0.6% for the thirdfirst quarter 2006.2007 due to higher cost of sales and marketing expense offsetting increases in net sales. Operating margin for the quarter increased 280decreased 60 basis points, to 21.0% due primarily to increased sales and the adverse impact of the litigation settlement on 2005 results. For the nine months of 2006, operating income was $2.5 billion, an increase of $219 million, or 9.6%, while operating margin was 20.3%, 70 basis points higher than 2005. Excluding the litigation settlement from 2005, operating margins increased 30 basis points and declined 20 basis points, respectively, for the third quarter and nine months of 2006 as shown below.18.6%.

Interest expense less interest income was $111$119 million for the thirdfirst quarter and $3402007, an increase of $5 million, for the nine months of 2006, both amounts essentially level with comparable 2005 periods,or 4% due to higher average interest rates partially offset by lower average outstanding debt balances mostly offset by higher interest rates and lower interest income year-to-date.outstanding. Interest capitalized of $4.4$3.5 million in the thirdfirst quarter 2006 was up slightly, and2007 was down $1.4 million year-to-date,slightly due to a mixthe timing of lower qualifying capital spending and higher interest rates.spending.

Other income/expense, net reflects the impact of numerous items not directly related to the company’s operations. For the thirdfirst quarter of 2006,2007, the company had other expense of $6 million, compared to other income of $1 million versus other expense of $10$4 million in 2005. Year-to-date the company recognized expense of $2 million in 2006 compared to income of $11 million in 2005. Other income for the nine months of 2005 includes the $15.4 million gain from the sale of the company’s equity interest in the Spanish theme park. For business segment reporting purposes, the gain is reported as a corporate item.2006.

Income before income taxes for the thirdfirst quarter 20062007 was $793$596 million, an increasea decrease of $169$19 million, or 26.9%. Year-to-date,3.1% due primarily to lower profits in U.S. and international beer and higher net interest expense. U.S. beer pretax income increased $205profits declined $12 million or 10.4%, to $2.2 billion. These increases are primarily due to higher profits in domestic beer, international beer and entertainment operations and the impact on 2005 results of the litigation settlement. For the third quarter and nine months, domestic beer pretax profits improved $51 million and $73 million, due to higher sales volume, increased pricing and lower marketing, partially offset by higher packaging materials energy and plant operating costs.marketing expenses offsetting improved revenue per barrel and higher beer volume. International beer pretax income was updown $5 million for both periodsprimarily due to profit growth attributable to volume increases in China and Canada in both periods and in Mexico year-to-date, mostly offset by lower earnings in the United Kingdom. Profitsresults in the United Kingdom, were down primarily due to lower pricing, lower volumepartially offset by increased profits in China and unfavorable revenue mix.

Equity income increased $37 million, or 30% in the first quarter 2007 primarily from improved Grupo Modelo earnings from higher domestic volume and up $3benefits associated with the new Crown import and distribution joint venture. Equity income includes a $17 million forbenefit from the nine months. Lower profits from can manufacturing offset increased bottle manufacturing profits during the third quarter, while increased bottle and can profits year-to-date werereturn of an advertising fund that was part of a prior import contract, partially offset by higher label manufacturing costs. Entertainment segment pretax income grew $14 million and $33 million, respectively, due to higher attendance and higher in-park spending, partially offset by higher park operating costs in both periods.

Anheuser-Busch’s effective income tax rates of 39.3%rate was 39.9% in the thirdfirst quarter and 39.0% for the nine months of 2006 represent a decrease of 340 basis points and2007, an increase of 50110 basis points respectively, versus 2005. The third quarter decrease is due to the high effective tax rate in 2005 that resulted from limited tax deductibility available for the litigation settlement, partially offset by higher taxes on foreign earnings in 2006. The year-to-date increase is primarily due to higher taxes on foreign earnings in 2006 and the mix of one-time favorable deferred tax items in both years, including a favorable tax impact from the 2005 Spanish theme park sale. Both the quarterly and year-to-date effective tax rates for 2006 include a benefit from partial capital loss utilization.

Cash at September 30, 2006March 31, 2007 was $191$274 million, a decreasean increase of $35$55 million from the December 31, 20052006 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 $2.2 billion$556 million for the nine monthsfirst quarter 2007, an increase of 2006, a decline of $50$115 million due primarily to the $214 milliondifference in first quarter discretionary contributions made to the company’s defined benefit pension contributionplans. In 2007, the company contributed $85 million compared to $214 million in January 2006, partially offset by increased earnings. The discretionary contribution is2006. Discretionary pension contributions are made in addition to the company’s required annual pension funding, for the year. Full year pension contributions for 2006 are projectedwhich is estimated to be $270 million. The company also reported a favorable change$58 million in working2007. Working capital for the first nine months of 2006 primarilyincreased $240 million due to first quarter 2007 bonus payments and higher accrued incentive compensation.inventories and

Capital expenditures during the thirdfirst quarter 20062007 were $168$154 million, compared to $258$159 million for the thirdfirst quarter 2005. Year-to-date capital expenditures totaled $487 million and $823 million, respectively for 2006 and 2005.2006. Full year 20062007 capital expenditures are expected to approximate $825be 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 October 2006April 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 DecemberJune 11, 2006,2007 to shareholders of record NovemberMay 9, 2006.2007. The dividend rate for the comparable 2006 period was $.27 per share.

The company’s debt balance decreasedincreased a net $580$623 million since December 31, 2006, compared to a net increase of $155 million during the nine months offirst quarter 2006. The details of the quarterly changes in debt for 2006 and 2005 are outlined below.below (in millions).

The company has $1.4$1.1 billion of debt available for issuance through existing SEC shelf registrations.

The company’s commercial paper obligationborrowings of $404$923 million at September 30, 2006 isMarch 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 ratesrate for commercial paper were 5.45% at September 30, 2006 and 3.75% at September 30, 2005.borrowing was 5.39%.

The company’s derivatives holdings fluctuate during the year based on normal and recurring changes in purchasing and production activity. Since December 31, 2005,2006, 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. Underlying commodity market conditions have been trending towards higher prices.

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 September 30, 2006March 31, 2007 and have concluded that they are effective as of September 30, 2006March 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.

On September 19, 2006, one of the company'sCompany’s cansheet suppliers, Novelis Corporation ("Novelis"(“Novelis”), instituted a lawsuit in federal court in the Northern District of Ohio, seeking relief from continued performance of its obligations under its cansheet supply agreement with the company. On that same day, the company instituted a declaratory judgmentCompany. This action is being heard in federal court in the EasternNorthern District of Missouri, requesting a finding that Novelis is required to continue to comply with its obligations under the agreement.Ohio. The companyCompany 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.

Following are the company’sCompany’s monthly common stock purchases during the thirdfirst quarter 20062007 (in millions, except per share). :

All shares are repurchased under Board of Directors authorization. TheIn December 2006, the Board authorized the currenta 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 thisany stock repurchase program. The numbers of shares shown include shares delivered to the company to exercise stock options.