UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 20-F/A

(Amendment No. 1)





(Mark One)

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

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended 31 December 2013

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
|- | -------------------------------------------------------------------------------------------





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)

Sabine Chalmers

Chief
Legal and Corporate Affairs Officer

Brouwerijplein 1, 3000 Leuven

Belgium

Telephone No.: +
32 16 27 61 11

Fax No.: + 32 16 50 61 11

(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 without nominal value |  | New York Stock Exchange                  
|9.750% Notes due 2015 (November 2010)                                                  |  | New York Stock Exchange                  
|Floating Rate Notes due 2014 (January 2011)                                            |  | New York Stock Exchange                  
|2.875% Notes due 2016 (January 2011)                                                   |  | New York Stock Exchange                  
|4.375% Notes due 2021 (January 2011)                                                   |  | New York Stock Exchange                  
|Floating Rate Notes due 2014 (July 2011)                                               |  | New York Stock Exchange                  
|1.500% Notes due 2014 (July 2011)                                                      |  | New York Stock Exchange                  
|0.800% Notes due 2015 (July 2012)                                                      |  | New York Stock Exchange                  
|1.375% Notes due 2017 (July 2012)                                                      |  | New York Stock Exchange                  
|2.500% Notes due 2022 (July 2012)                                                      |  | New York Stock Exchange                  
|3.750% Notes due 2042 (July 2012)                                                      |  | New York Stock Exchange                  
|0.800% Notes due 2016 (January 2013)                                                   |  | New York Stock Exchange                  
|1.250% Notes due 2018 (January 2013)                                                   |  | New York Stock Exchange                  
|2.625% Notes due 2023 (January 2013)                                                   |  | New York Stock Exchange                  
|4.000% Notes due 2043 (January 2013)                                                   |  | New York Stock Exchange                  
|Floating Rate Notes due 2017 (January 2014)                                            |  | New York Stock Exchange                  
|Floating Rate Notes due 2019 (January 2014)                                            |  | New York Stock Exchange                  
|1.125% Notes due 2017 (January 2014)                                                   |  | New York Stock Exchange                  
|2.150% Notes due 2019 (January 2014)                                                   |  | New York Stock Exchange                  
|3.700% Notes due 2024 (January 2014)                                                   |  | New York Stock Exchange                  
|4.625% Notes due 2044 (January 2014)                                                   |  | 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.

1,607,844,590 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    x  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    x  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.     x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted 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 and post such
files).*     ̈  Yes     ̈  No



|* | This requirement does not apply to the registrant in respect of this filing.
|- | ----------------------------------------------------------------------------

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

Large accelerated
filer  x                 Accelerated
filer   ̈                 Non-accelerated filer   ̈

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



|             |  |                                                                                                          |  |         
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | --------
|U.S. GAAP   ̈ |  | International Financial Reporting Standards as issued
by the International Accounting Standards Board  x |  | 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    x  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     ̈  No









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TABLE OF CONTENTS



|                  |  |      |   | 
|----------------- |  | ---- | - | 
|                  |  | Page |  
|EXPLANATORY NOTE  |  |      | 2 | 
|ITEM 19. EXHIBITS |  |      | 3 | 



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EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F (the Form 20-F/A) amends our annual report on Form 20-F for the fiscal year ended
31 December 2013, which was originally filed with the U.S. Securities and Exchange Commission (the Commission) on March 25, 2014 (the Form 20-F). The purpose of this Form 20-F/A is to amend the Form 20-F to replace
Exhibit 4.19 with the attached Exhibit 4.19 and to replace Exhibit 4.20 with the attached Exhibit 4.20. No other changes have been made to the Form 20-F.



2



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|ITEM 19. | EXHIBITS
|-------- | --------



|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 
|1.1 |  | Consolidated Articles of Association of Anheuser-Busch InBev SA/NV, dated as of 10 February 2014 (English-language translation) (incorporated by reference to Exhibit 99.2 to Form 6-K filed by Anheuser-Busch InBev SA/NV on
11 February 2014).                                                                                                                                                                                                                                                                               
|    | 
|2.1 |  | Indenture, dated as of 16 October 2009, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, Brandbrew S.A., Cobrew NV/SA and Anheuser Busch Companies, LLC and The Bank of New York Mellon Trust Company, N.A., as
trustee (the Trustee) (incorporated by reference to Exhibit 4.1 to Form F-4 (File No. 333-163464) filed by Anheuser-Busch InBev SA/NV on 3 December 2009).                                                                                                                             
|    | 
|2.2 |  | Fifth Supplemental Indenture, dated as of 27 November 2009, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as
Trustee (incorporated by reference to Exhibit 4.6 to Form F-4 (File No. 333-163464) filed by Anheuser-Busch InBev SA/NV on 3 December 2009).                                                                                                                                               
|    | 
|2.3 |  | Tenth Supplemental Indenture, dated as of 7 April 2010, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee
(incorporated by reference to Exhibit 2.3 to Form 20-F (File No. 001-34455) filed by Anheuser-Busch InBev SA/NV on 13 April 2011).                                                                                                                                                     
|    | 
|2.4 |  | Twenty-Fourth Supplemental Indenture, dated as of 6 October 2011, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev SA/NV, the Subsidiary Guarantors named therein, and The Bank of New York Mellon Trust Company, N.A.,
as Trustee (incorporated by reference to Exhibit 4.2 to Form F-3/A (File No. 333-169514) filed by Anheuser-Busch InBev SA/NV on 7 October 2011).                                                                                                                                        
|    | 
|2.5 |  | Twenty-Ninth Supplemental Indenture, dated as of 20 December 2012, among Anheuser-Busch InBev Worldwide Inc., Anheuser-Busch InBev NV/SA, the Subsidiary Guarantors party thereto from time to time and The Bank of New York Mellon
Trust Company, N.A., Trustee (incorporated by reference to Exhibit 4.2 to Form F-3/A (File No. 333-169514) filed by Anheuser-Busch InBev SA/NV on 21 December 2012).                                                                                                                       
|    | 
|2.6 |  | Indenture, dated as of 17 January 2013, among Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev SA/NV, Brandbrew S.A., Cobrew NV/SA, Anheuser-Busch InBev Worldwide Inc. and Anheuser Busch Companies, LLC and The Bank of New
York Mellon Trust Company, N.A., as trustee (the Trustee) (incorporated by reference to Exhibit 2.5 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2013).                                                                                                                 
|    | 
|3.1 |  | Amended and Restated Anheuser-Busch InBev Shareholders Agreement (formerly InBev Shareholders Agreement and Interbrew Shareholders Agreement) dated 9 September 2009 among BRC S.à.R.L, Eugénie Patri Sébastien
S.A. (formerly Eugénie Patri Sébastien SCA), Stichting Anheuser-Busch InBev (formerly Stichting InBev and Stichting Interbrew) and Rayvax Société dInvestissement NV/SA (incorporated by reference to Exhibit 3.1 to
Form 20-F (File No. 001-36455) filed by Anheuser-Busch InBev SA/NV on 14 September 2009).
|    | 
|3.2 |  | Voting Agreement between Stichting Anheuser-Busch InBev, Fonds InBev-Baillet Latour SPRL and Fonds Voorzitter Verhelst SPRL, dated 17 October 2008 (incorporated by reference to Exhibit 3.2 to Form 20-F filed by Anheuser-Busch InBev
SA/NV on 14 September 2009).                                                                                                                                                                                                                                                           
|    | 
|4.1 |  | 2010 Senior Facilities Agreement for Anheuser-Busch InBev SA/NV and Anheuser-Busch InBev Worldwide Inc., dated 26 February 2010 (incorporated by reference to Exhibit 4.2 to Form 20-F filed by Anheuser-Busch InBev SA/NV on
15 April 2010).*                                                                                                                                                                                                                                                                                 



3



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                       
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|4.2  |  | Letter of Amendment dated 23 June 2011 amending the 2010 Senior Facilities Agreement dated 26 February 2010 (incorporated by reference to Exhibit 4.2 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 13 April
2012).*                                                                                                                                                            
|     | 
|4.3  |  | Share-Based Compensation Plan Relating to Shares of Anheuser-Busch InBev (incorporated by reference to Exhibit 4.3 to Form S-8 (File No. 333-172069) filed by Anheuser-Busch InBev SA/NV on 4 February 2011).                                                                                                                                                                         
|     | 
|4.4  |  | Share-Based Compensation Plan Relating to American Depositary Shares of Anheuser-Busch InBev (incorporated by reference to Exhibit 4.4 to Form S-8 (File No. 333-172069) filed by Anheuser-Busch InBev SA/NV on 4 February
2011).                                                                                                                                                     
|     | 
|4.5  |  | Long-Term Incentive Plan Relating to Shares of Anheuser-Busch InBev (most recent version is incorporated by reference to Exhibit 4.3 to Form S-8 (File No. 333-192806) filed by Anheuser-Busch InBev SA/NV on 13 December
2013).                                                                                                                                                      
|     | 
|4.6  |  | Long-Term Incentive Plan Relating to American Depositary Shares of Anheuser-Busch InBev (most recent version is incorporated by reference to Exhibit 4.4 to Form S-8 (File No. 333-192806) filed by Anheuser-Busch InBev SA/NV on
13 December 2013).                                                                                                                                  
|     | 
|4.7  |  | Exceptional Incentive Restricted Stock Units Programme (most recent version is incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 2 to Form S-8 (File No. 333-171231) filed by Anheuser-Busch InBev SA/NV on 10
May 2013).                                                                                                                                      
|     | 
|4.8  |  | Discretionary Restricted Stock Units Programme (incorporated by reference to Exhibit 4.3 to Form S-8 (File No. 333-169272) filed by Anheuser-Busch InBev SA/NV on 8 September 2010).                                                                                                                                                                                                  
|     | 
|4.9  |  | Terms and Conditions of Anheuser-Busch InBev SA/NV Stock Option Plan  Stock Options Grant of 18 December 2009 (incorporated by reference to Exhibit 4.3 to Form S-8 (File No. 333-165065) filed by Anheuser-Busch InBev SA/NV on
25 February 2010 and post-effectively amended by Post-Effective Amendment No. 1 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 4 February 2011).
|     | 
|4.10 |  | Anheuser-Busch InBev SA/NV Long-Term Incentive Plan  Stock Options Grant of 18 December 2009 (incorporated by reference to Exhibit 4.4 to Form S-8 (File No. 333-165065) filed by Anheuser-Busch InBev SA/NV on 25 February 2010
and post-effectively amended by Post-Effective Amendment No. 1 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 4 February 2011).                 
|     | 
|4.11 |  | Forms of Stock Option Plan underlying the Dividend Waiver and Exchange Program (incorporated by reference to Exhibit 4.5 to Form S-8 (File No. 333-165065) filed by Anheuser-Busch InBev SA/NV on 25 February 2010 and post-effectively
amended by Post-Effective Amendment No. 1 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 4 February 2011).                                
|     | 
|4.12 |  | Share-Based Compensation Plan March 2010 (incorporated by reference to Exhibit 4.6 to Form S-8 (File No. 333-165065) filed by Anheuser-Busch InBev SA/NV on 25 February 2010 and post-effectively amended by Post-Effective
Amendment No. 1 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 4 February 2011).                                                                      
|     | 
|4.13 |  | Share-Based Compensation Plan March 2010 for EBM, GHQ & NY (incorporated by reference to Exhibit 4.7 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 25 February 2010 and post-effectively amended by Post-Effective Amendment
No. 1 to Form S-8 filed by Anheuser-Busch InBev SA/NV on 4 February 2011).                                                                          
|     | 
|4.14 |  | 2012 Senior Facilities Agreement for Anheuser-Busch InBev SA/NV, Anheuser-Busch InBev Worldwide Inc. and Cobrew NV, dated 20 June 2012 (incorporated by reference to Exhibit 4.14 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25
March 2013).*                                                                                                                                
|     | 
|4.15 |  | Transaction Agreement by and among Grupo Modelo, S.A.B. de C.V., Diblo, S.A. de C.V., Anheuser-Busch InBev SA/NV, Anheuser-Busch International Holdings, Inc. and Anheuser-Busch México Holdings, S. de R.L. de C.V., dated as of
28 June 2012 (incorporated by reference to Exhibit 99.1 to Form 6-K filed by Anheuser-Busch InBev SA/NV on 2 July 2012).                            
|     | 
|4.16 |  | Amended and restated Membership Interest Purchase Agreement, dated 13 February 2013, among Constellation Beers Ltd., Constellation Brands Beach Holdings, Inc., Constellation Brands, Inc. and Anheuser-Busch InBev SA/NV (incorporated
by reference to Exhibit 4.16 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2013).                                              
|     | 
|4.17 |  | Stock Purchase Agreement between Anheuser-Busch InBev SA/NV and Constellation Brands, Inc. dated 13 February 2012 (incorporated by reference to Exhibit 4.17 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March
2013).*                                                                                                                                                     



4



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|     |  |                                                                                                                                                                                                                                                                                                               
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|4.18 |  | Final Judgment of the United States District Court for the District of Columbia entered into on 21 October 2013 outlining the Grupo Modelo settlement (incorporated by reference to Exhibit 4.18 to Form 20-F filed by
Anheuser-Busch InBev SA/NV on 25 March 2014).                                          
|     | 
|4.19 |  | First Amendment to Amended and Restated Membership Interest Purchase Agreement, dated as of 19 April 2013, among Anheuser-Busch SA/NV, Constellation Beers Ltd., Constellation Brands Beach Holdings, Inc. and Constellation Brands,
Inc., as part of the Grupo Modelo settlement agreement (filed herewith).*
|     | 
|4.20 |  | First Amendment to Stock Purchase Agreement dated as 19 April 2013, between Anheuser-Busch InBev SA/NV and Constellation Brands, Inc., as part of the Grupo Modelo settlement agreement (filed herewith).*                                                                                                    
|     | 
|6.1  |  | Description of earnings per share (incorporated by reference to note 23 to our audited consolidated financial statements included in the Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2014).                                                                                                     
|     | 
|7.1  |  | Description of ratios (incorporated by reference to Exhibit 7.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2014)                                                                                                                                                                            
|     | 
|8.1  |  | List of significant subsidiaries (incorporated by reference to note 36 to our audited consolidated financial statements included in the Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2014).                                                                                                      
|     | 
|11.1 |  | Anheuser-Busch InBev Code of Business Conduct, dated as of January 2014 (incorporated by reference to Exhibit 11.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2014).                                                                                                                        
|     | 
|11.2 |  | Anheuser-Busch InBev Code of Dealing, dated as of February 2010 (incorporated by reference to Exhibit 11.2 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 13 April 2012).                                                                                                                                
|     | 
|12.1 |  | Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 12.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2014).                                                                                            
|     | 
|12.2 |  | Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 12.2 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2014).                                                                                            
|     | 
|12.3 |  | Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 with respect to Amendment No. 1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2014 (filed herewith).                                                                                       
|     | 
|12.4 |  | Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 with respect to Amendment No. 1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2014 (filed herewith).                                                                                       
|     | 
|13.1 |  | Principal Executive Officer and Principal Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 13.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25
March 2014).                                                            
|     | 
|15.1 |  | Consent of PricewaterhouseCoopers Bedrijfsrevisoren BCVBA (incorporated by reference to Exhibit 15.1 to Form 20-F filed by Anheuser-Busch InBev SA/NV on 25 March 2014).                                                                                                                                      



Note:



|* | Certain terms are omitted pursuant to a request for confidential treatment.
|- | ---------------------------------------------------------------------------



5



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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this 20-F/A on its behalf.



|                    |  |  |  |                                         |  |                                                 
|------------------- |  |  |  | --------------------------------------- |  | ------------------------------------------------
|                    |  |  |  | Anheuser-Busch InBev SA/NV
(Registrant)
|                    |  |  | 
|Date: June 30, 2014 |  |  |  | By:                                     |  | /s/ Sabine Chalmers                             
|                    |  |  |  |                                         |  | Name: Sabine Chalmers                           
|                    |  |  |  |                                         |  | Title: Chief Legal and Corporate Affairs Officer