Anheuser Busch InBev : Forms 20-F 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

• ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended 31 December 2018

  OR

• ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  OR

• ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission File No.: 001-37911

Anheuser-Busch InBev SA/NV

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant's name into English)

Belgium

(Jurisdiction of incorporation or organization)

Brouwerijplein 1,

3000 Leuven, Belgium

(Address of principal executive offices)

John Blood

General Counsel and Company Secretary

Brouwerijplein 1, 3000 Leuven

Belgium

Telephone No.: + 32 16 27 61 11 Email:[e-mail]

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Ordinary shares without nominal value	New York Stock Exchange*
American Depositary Shares, each representing one ordinary share	New York Stock Exchange
6.375% Notes due 2040 (issued January 2010)	New York Stock Exchange
5.375% Notes due 2020 (issued January 2010)	New York Stock Exchange
4.375% Notes due 2021 (issued January 2011)	New York Stock Exchange

without nominal valueFloating Rate Notes due 2019 (issued January 2014)

6.875% Notes due 2019 (issued February 2011)

2.500% Notes due 2022 (issued July 2012)

3.750% Notes due 2042 (issued July 2012)

2.625% Notes due 2023 (issued January 2013)

4.000% Notes due 2043 (issued January 2013)

3.700% Notes due 2024 (issued January 2014)

4.625% Notes due 2044 (issued January 2014)

2.650% Notes due 2021 (issued January 2016)

3.300% Notes due 2023 (issued January 2016)

3.650% Notes due 2026 (issued January 2016)

4.700% Notes due 2036 (issued January 2016)

4.900% Notes due 2046 (issued January 2016)

Floating Rate Notes due 2021 (issued January 2016)

3.750% Notes due 2022 (issued December 2016)

4.950% Notes due 2042 (issued December 2016)

6.625% Notes due 2033 (issued December 2016)

5.875% Notes due 2035 (issued December 2016)

3.500% Notes due 2024 (issued April 2018)

4.000% Notes due 2028 (issued April 2018)

4.375% Notes due 2038 (issued April 2018)

4.600% Notes due 2048 (issued April 2018)

4.750% Notes due 2058 (issued April 2018)

Floating Rate Notes due 2024 (issued April 2018)

4.150% Notes due 2025 (issued January 2019)

4.750% Notes due 2029 (issued January 2019)

4.900% Notes due 2031 (issued January 2019)

5.450% Notes due 2039 (issued January 2019)

5.550% Notes due 2049 (issued January 2019)

5.800% Notes due 2059 (issued January 2019)New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange

* Not for trading, but in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange

Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

1,693,242,156 ordinary shares without nominal value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☒ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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 such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

International Financial Reporting Standards as issued

U.S. GAAP ☐

by the International Accounting Standards Board ☒

Other ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. N/A ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. N/A ☐ Yes ☐ NoTABLE OF CONTENTS

GENERAL INFORMATION	vi
PRESENTATION OF FINANCIAL AND OTHER DATA	vi
PRESENTATION OF MARKET INFORMATION	viii
FORWARD-LOOKING STATEMENTS	viii

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
A.	DIRECTORS AND SENIOR MANAGEMENT	1
B.	ADVISERS	1
C.	AUDITORS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
A.	OFFER STATISTICS	1
B.	METHOD AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
A.	SELECTED FINANCIAL DATA	1
B.	CAPITALIZATION AND INDEBTEDNESS	2
C.	REASONS FOR THE OFFER AND USE OF PROCEEDS	2
D.	RISK FACTORS	2
ITEM 4.	INFORMATION ON THE COMPANY	26
A.	HISTORY AND DEVELOPMENT OF THE COMPANY	26
B.	BUSINESS OVERVIEW	29
C.	ORGANIZATIONAL STRUCTURE	62
D.	PROPERTY, PLANTS AND EQUIPMENT	63
ITEM 4A.	UNRESOLVED STAFF COMMENTS	63
ITEM 5.	OPERATING AND FINANCIAL REVIEW	63
A.	KEY FACTORS AFFECTING RESULTS OF OPERATIONS	64
B.	SIGNIFICANT ACCOUNTING POLICIES	73
C.	BUSINESS SEGMENTS	80
D.	EQUITY INVESTMENTS	81
E.	RESULTS OF OPERATIONS	82
F.	IMPACT OF CHANGES IN FOREIGN EXCHANGE RATES	114
G.	LIQUIDITY AND CAPITAL RESOURCES	115
H.	CONTRACTUAL OBLIGATIONS AND CONTINGENCIES	126
I.	OFF-BALANCE SHEET ARRANGEMENTS	128
J.	OUTLOOK AND TREND INFORMATION	128
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	130
A.	DIRECTORS AND SENIOR MANAGEMENT	130
B.	COMPENSATION	145
C.	BOARD PRACTICES	164
D.	EMPLOYEES	167
E.	SHARE OWNERSHIP	168
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	168
A.	MAJOR SHAREHOLDERS	168
B.	RELATED PARTY TRANSACTIONS	172
C.	INTERESTS OF EXPERTS AND COUNSEL	175

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ITEM 8.	FINANCIAL INFORMATION	175
A.	CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION	175
B.	SIGNIFICANT CHANGES	184
ITEM 9.	THE OFFER AND LISTING	184
A.	THE OFFER AND LISTING	184
B.	PLAN OF DISTRIBUTION	185
C.	MARKETS	185
D.	SELLING SHAREHOLDERS	186
E.	DILUTION	186
F.	EXPENSES OF THE ISSUE	186
ITEM 10.	ADDITIONAL INFORMATION	186
A.	SHARE CAPITAL	186
B.	MEMORANDUM AND ARTICLES OF ASSOCIATION AND OTHER SHARE INFORMATION	186
C.	MATERIAL CONTRACTS	196
D.	EXCHANGE CONTROLS	199
E.	TAXATION	199
F.	DIVIDENDS AND PAYING AGENTS	206
G.	STATEMENT BY EXPERTS	206
H.	DOCUMENTS ON DISPLAY	206
I.	SUBSIDIARY INFORMATION	207
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	207
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	209
A.	DEBT SECURITIES	209
B.	WARRANTS AND RIGHTS	209
C.	OTHER SECURITIES	209
D.	AMERICAN DEPOSITARY SHARES	209
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	214
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	214
ITEM 15.	CONTROLS AND PROCEDURES	214
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	215
ITEM 16B.	CODE OF ETHICS	215
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	215
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	216
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER	216
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	217
ITEM 16G.	CORPORATE GOVERNANCE	218
ITEM 16H.	MINE SAFETY DISCLOSURE	218
ITEM 17.	FINANCIAL STATEMENTS	219
ITEM 18.	FINANCIAL STATEMENTS	219
ITEM 19.	EXHIBITS	219

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